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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-39204

 

AEVA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

84-3080757

( State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

555 Ellis Street

Mountain View, CA

94043

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 481-7070

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.0001 par value per share

 

AEVA

 

New York Stock Exchange

Warrants to purchase one share of common stock

 

AEVA.WS

 

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of August 1, 2024, the registrant had 53,648,432 shares of common stock, $0.0001 par value per share, outstanding.

 

 


 

Table of Contents

 

Page

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

4

Condensed Consolidated Balance Sheets

4

Condensed Consolidated Statements of Operations

5

Condensed Consolidated Statements of Stockholders' Equity

6

Condensed Consolidated Statements of Cash Flows

8

Notes to the Condensed Financial Statements (Unaudited)

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26

Item 4.

Controls and Procedures

26

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

27

Item 1A.

Risk Factors

27

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27

Item 3.

Defaults Upon Senior Securities

27

Item 4.

Mine Safety Disclosures

27

Item 5.

Other Information

27

Item 6.

Exhibits

28

Signatures

29

 

 

 

 


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding future events and our future results that are subject to the safe harbors created under the Securities Act and the Exchange Act. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “goal,” “plan,” “intend,” “expect,” “seek”, and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.

As used in this report, the terms “Aeva,” “we,” “us,” “our,” and “the Company” mean Aeva Technologies, Inc. and its subsidiaries unless the context indicates otherwise.

 

3


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PAR VALUE)

(UNAUDITED)

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

23,622

 

 

$

38,547

 

Marketable securities

 

 

136,560

 

 

 

182,481

 

Accounts receivable

 

 

844

 

 

 

628

 

Inventories

 

 

2,999

 

 

 

2,374

 

Other current assets

 

 

8,351

 

 

 

5,195

 

Total current assets

 

 

172,376

 

 

 

229,225

 

Operating lease right-of-use assets

 

 

5,586

 

 

 

7,289

 

Property, plant and equipment, net

 

 

12,155

 

 

 

12,114

 

Intangible assets, net

 

 

2,175

 

 

 

2,625

 

Other noncurrent assets

 

 

5,815

 

 

 

6,132

 

Total assets

 

$

198,107

 

 

$

257,385

 

Liabilities and stockholders' equity

 

 

 

 

 

 

Accounts payable

 

$

3,824

 

 

$

3,602

 

Accrued liabilities

 

 

2,936

 

 

 

2,648

 

Accrued employee costs

 

 

3,044

 

 

 

6,043

 

Lease liability, current portion

 

 

3,783

 

 

 

3,587

 

Other current liabilities

 

 

19,046

 

 

 

2,524

 

Total current liabilities

 

 

32,633

 

 

 

18,404

 

Lease liability, noncurrent portion

 

 

1,822

 

 

 

3,767

 

Warrant liability

 

 

3,692

 

 

 

6,772

 

Total liabilities

 

 

38,147

 

 

 

28,943

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

Convertible preferred stock $0.0001 par value; 10,000 shares authorized; no shares issued and
outstanding

 

 

 

 

 

 

Common stock $0.0001 par value; 422,000 shares authorized; 53,176 and 52,389 shares issued
   and outstanding at June 30, 2024 and December 31, 2023, respectively

 

 

5

 

 

 

5

 

Additional paid-in capital

 

 

698,510

 

 

 

688,124

 

Accumulated other comprehensive loss

 

 

(236

)

 

 

(87

)

Accumulated deficit

 

 

(538,319

)

 

 

(459,600

)

Total stockholders' equity

 

 

159,960

 

 

 

228,442

 

Total liabilities and stockholders' equity

 

$

198,107

 

 

$

257,385

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

4


AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

$

2,012

 

 

$

743

 

 

$

4,119

 

 

$

1,891

 

Cost of revenue

 

 

2,860

 

 

 

2,661

 

 

 

6,359

 

 

 

5,190

 

Gross loss

 

 

(848

)

 

 

(1,918

)

 

 

(2,240

)

 

 

(3,299

)

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

 

26,196

 

 

 

27,065

 

 

 

51,208

 

 

 

52,519

 

General and administrative expenses

 

 

8,663

 

 

 

7,713

 

 

 

17,074

 

 

 

15,546

 

Selling and marketing expenses

 

 

1,706

 

 

 

1,485

 

 

 

4,235

 

 

 

4,083

 

Litigation settlement, net

 

 

11,500

 

 

 

 

 

 

11,500

 

 

 

 

Total operating expenses

 

 

48,065

 

 

 

36,263

 

 

 

84,017

 

 

 

72,148

 

Operating loss

 

 

(48,913

)

 

 

(38,181

)

 

 

(86,257

)

 

 

(75,447

)

Interest income

 

 

2,099

 

 

 

2,225

 

 

 

4,557

 

 

 

4,289

 

Other income, net

 

 

3,544

 

 

 

1

 

 

 

3,104

 

 

 

29

 

Loss before income taxes

 

 

(43,270

)

 

 

(35,955

)

 

 

(78,596

)

 

 

(71,129

)

Income tax provision

 

 

123

 

 

 

 

 

 

123

 

 

 

 

Net loss

 

$

(43,393

)

 

$

(35,955

)

 

$

(78,719

)

 

$

(71,129

)

Unrealized gain (loss) on available-for-sale securities

 

 

12

 

 

 

477

 

 

 

(149

)

 

 

1,689

 

Total comprehensive loss

 

$

(43,381

)

 

$

(35,478

)

 

$

(78,868

)

 

$

(69,440

)

Net loss per share, basic and diluted

 

$

(0.82

)

 

$

(0.82

)

 

$

(1.49

)

 

$

(1.62

)

Weighted-average shares used in computing net loss per share, basic and diluted

 

 

52,995,093

 

 

 

44,104,251

 

 

 

52,868,909

 

 

 

44,015,402

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

5


AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Common stock

 

 

Additional
paid-in

 

 

other
comprehensive

 

 

Accumulated

 

 

Total stockholders'

 

 

Shares

 

 

Amount

 

 

capital

 

 

loss

 

 

deficit

 

 

equity

 

Balance at December 31, 2023

 

 

52,388,961

 

 

$

5

 

 

$

688,124

 

 

$

(87

)

 

$

(459,600

)

 

$

228,442

 

Share-based compensation

 

 

 

 

 

 

 

 

5,261

 

 

 

 

 

 

 

 

 

5,261

 

Issuance of common stock upon exercise of stock
   options

 

 

28,227

 

 

 

 

 

 

39

 

 

 

 

 

 

 

 

 

39

 

Issuance of common stock upon release of restricted
   stock units

 

 

423,869

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares withheld for the withholding tax on vesting of restricted
   stock units

 

 

(25,286

)

 

 

 

 

 

(55

)

 

 

 

 

 

 

 

 

(55

)

Unrealized gain (loss) on available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

(161

)

 

 

 

 

 

(161

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(35,326

)

 

 

(35,326

)

Balance as of March 31, 2024

 

 

52,815,771

 

 

$

5

 

 

$

693,369

 

 

$

(248

)

`

$

(494,926

)

 

$

198,200

 

Share-based compensation

 

 

 

 

 

 

 

 

5,364

 

 

 

 

 

 

 

 

 

5,364

 

Issuance of common stock upon exercise of stock
   options

 

 

5,682

 

 

 

 

 

 

15

 

 

 

 

 

 

 

 

 

15

 

Issuance of common stock upon release of restricted
   stock units

 

 

411,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares withheld for the withholding tax on vesting of
   restricted stock units

 

 

(56,463

)

 

 

 

 

 

(238

)

 

 

 

 

 

 

 

 

(238

)

Unrealized gain (loss) on available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

12

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,393

)

 

 

(43,393

)

Balance as of June 30, 2024

 

 

53,176,660

 

 

$

5

 

 

$

698,510

 

 

$

(236

)

 

$

(538,319

)

 

$

159,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

6


AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Common stock

 

 

Additional
paid-in

 

 

other
comprehensive

 

 

Accumulated

 

 

Total stockholders'

 

 

Shares

 

 

Amount

 

 

capital

 

 

loss

 

 

deficit

 

 

equity

 

Balance at December 31, 2022

 

 

43,749,685

 

 

$

4

 

 

$

643,774

 

 

$

(3,585

)

 

$

(310,267

)

 

$

329,926

 

Share-based compensation

 

 

 

 

 

 

 

 

5,963

 

 

 

 

 

 

 

 

 

5,963

 

Issuance of common stock upon exercise of stock
   options

 

 

47,328

 

 

 

 

 

 

57

 

 

 

 

 

 

 

 

 

57

 

Issuance of common stock upon release of restricted
   stock units

 

 

215,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares withheld for the withholding tax on vesting of restricted
   stock units

 

 

(2,499

)

 

 

 

 

 

(20

)

 

 

 

 

 

 

 

 

(20

)

Unrealized gain (loss) on available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

1,212

 

 

 

 

 

 

1,212

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(35,174

)

 

 

(35,174

)

Balance as of March 31, 2023

 

 

44,010,019

 

 

$

4

 

 

$

649,774

 

 

$

(2,373

)

`

$

(345,441

)

 

$

301,964

 

Share-based compensation

 

 

 

 

 

 

 

 

7,041

 

 

 

 

 

 

 

 

 

7,041

 

Issuance of common stock upon exercise of stock
   options

 

 

23,663

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

 

59

 

Issuance of common stock upon release of restricted
   stock units

 

 

144,694

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available-for-sale securities

 

 

 

 

 

 

 

 

 

 

 

477

 

 

 

 

 

 

477

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(35,955

)

 

 

(35,955

)

Balance as of June 30, 2023

 

 

44,178,376

 

 

$

4

 

 

$

656,874

 

 

$

(1,896

)

 

$

(381,396

)

 

$

273,586

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

7


AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATE
MENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(78,719

)

 

$

(71,129

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

2,741

 

 

 

2,103

 

Impairment of inventories

 

 

559

 

 

 

102

 

Change in fair value of warrant liability

 

 

(3,080

)

 

 

(28

)

Stock-based compensation

 

 

10,625

 

 

 

13,004

 

Amortization of right-of-use assets

 

 

1,703

 

 

 

1,498

 

Amortization of premium and accretion of discount on available-for-sale securities, net

 

 

(2,096

)

 

 

(1,420

)

Other

 

 

118

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(216

)

 

 

2,019

 

Inventories

 

 

(1,184

)

 

 

61

 

Other current assets

 

 

(3,156

)

 

 

(352

)

Other noncurrent assets

 

 

317

 

 

 

(5

)

Accounts payable

 

 

199

 

 

 

85

 

Accrued liabilities

 

 

288

 

 

 

(6,738

)

Accrued employee costs

 

 

(2,999

)

 

 

(1,205

)

Lease liability

 

 

(1,749

)

 

 

(1,459

)

Other current liabilities

 

 

16,522

 

 

 

45

 

Net cash used in operating activities

 

 

(60,127

)

 

 

(63,419

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(2,427

)

 

 

(2,388

)

Purchase of available-for-sale securities

 

 

(52,072

)

 

 

(74,126

)

Proceeds from maturities of available-for-sale securities

 

 

99,940

 

 

 

107,094

 

Net cash provided by investing activities

 

 

45,441

 

 

 

30,580

 

Cash flows from financing activities:

 

 

 

 

 

 

Payments of taxes withheld on net settled vesting of restricted stock units

 

 

(293

)

 

 

(20

)

Proceeds from exercise of stock options

 

 

54

 

 

 

116

 

Net cash (used in) provided by financing activities

 

 

(239

)

 

 

96

 

Net decrease in cash and cash equivalents

 

 

(14,925

)

 

 

(32,743

)

Beginning cash and cash equivalents

 

 

38,547

 

 

 

67,420

 

Ending cash and cash equivalents

 

$

23,622

 

 

$

34,677

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

 

 

$

 

Cash paid for income taxes

 

$

66

 

 

$

 

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

 

Unpaid property, plant and equipment purchases

 

$

113

 

 

$

812

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

8


AEVA TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.

The Company’s common stock and warrants are listed on the New York Stock Exchange stock market under the symbols “AEVA” and "AEVA.WS".

 

Basis of Presentation and Unaudited Interim Financial Statements

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

 

The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

 

These condensed consolidated financial statements and other information presented in this Form 10-Q should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

 

On March 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value (the “Common Stock”). Pursuant to the Reverse Stock Split, every five (5) shares of issued and outstanding shares of common stock were combined into one (1) share of common stock. Accordingly, unless we indicate otherwise, all the current period and historical per share data, number of shares issued and outstanding, stock awards, and other common stock equivalents for the periods presented in this Interim Report on Form 10-Q have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. There was no change to the shares authorized or in the par value per share of common stock of $0.0001.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. The Company did not issue fractional shares in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to fractional shares of common stock were instead entitled to receive a proportional cash payment. The number of shares of common stock issuable under our equity incentive plans and exercisable under the outstanding warrants were also proportionately adjusted.

Principles of Consolidation and Liquidity

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

The Company has funded its operations primarily through the Business Combination (the “Business Combination”) with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)) on March 12, 2021, and issuances of stock. As of June 30, 2024, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $160.2 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $538.3 million as of June 30, 2024. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development. Management believes that existing cash and cash equivalents, marketable securities, and Standby Equity Purchase Agreement (the "Facility Agreement," Note 10) will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

Significant Risks and Uncertainties

The Company is subject to those risks common in the technology industry and also those risks common to early stage companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

 


Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any losses on its deposits of cash and cash equivalents and believes the exposure to risk of loss is not material. Risks associated with the Company’s marketable securities is mitigated by investing in investment-grade rated securities when purchased.

The Company’s accounts receivable are derived from customers located in North America, Asia, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral.

As of June 30, 2024, one customer accounted for 80% of the accounts receivable. As of December 31, 2023, one customer accounted for 42% of accounts receivable. As of June 30, 2024, one vendor accounted for 10% of the accounts payable. As of December 31, 2023, three vendors accounted for 12%, 11%, and 11% each of the accounts payable, respectively.

Recent Accounting Pronouncements

 

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our consolidated financial statements and related disclosures.

 

Note 2. Revenue

Disaggregation of Revenues

The Company disaggregates its revenue from contracts with customers by geographic region based on the primary billing address of the customer and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue for the three months ended June 30, 2024 and 2023, based on the disaggregation criteria described above were as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

 

Revenue

 

 

% of Revenue

 

 

Revenue

 

 

% of Revenue

 

Revenue by primary geographical market:

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

1,951

 

 

 

97

%

 

$

288

 

 

 

39

%

Europe

 

 

40

 

 

 

2

%

 

 

157

 

 

 

21

%

Asia

 

 

21

 

 

 

1

%

 

 

298

 

 

 

40

%

Total

 

$

2,012

 

 

 

100

%

 

$

743

 

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by timing of recognition:

 

 

 

 

 

 

 

 

 

 

 

 

Recognized at a point in time

 

$

1,394

 

 

 

69

%

 

$

510

 

 

 

69

%

Recognized over time

 

 

618

 

 

 

31

%

 

 

233

 

 

 

31

%

Total

 

$

2,012

 

 

 

100

%

 

$

743

 

 

 

100

%

 

 

 

 

 

 

10


Total revenue for the six months ended June 30, 2024 and 2023, based on the disaggregation criteria described above are as follows (in thousands):

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

 

Revenue

 

 

% of Revenue

 

 

Revenue

 

 

% of Revenue

 

Revenue by primary geographical market:

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

3,625

 

 

 

88

%

 

$

1,019

 

 

 

54

%

Europe

 

 

269

 

 

 

7

%

 

 

401

 

 

 

21

%

Asia

 

 

225

 

 

 

5

%

 

 

471

 

 

 

25

%

Total

 

$

4,119

 

 

 

100

%

 

$

1,891

 

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by timing of recognition:

 

 

 

 

 

 

 

 

 

 

 

 

Recognized at a point in time

 

$

3,108

 

 

 

75

%

 

$

1,457

 

 

 

77

%

Recognized over time

 

 

1,011

 

 

 

25

%

 

 

434

 

 

 

23

%

Total

 

$

4,119

 

 

 

100

%

 

$

1,891

 

 

 

100

%

 

The point in time revenue was primarily related to the product revenue and over time revenue was from non-recurring engineering services.

For the three months ended June 30, 2024, two customers accounted for 46% and 43% of the Company’s revenue, respectively. For the three months ended June 30, 2023, two customers accounted for 23% each of the Company’s revenue.

For the six months ended June 30, 2024, two customers accounted for 41% 40% of the Company’s revenue, respectively. For the six months ended June 30, 2023, three customers accounted for 21%, 14%, and 13% of the Company’s revenue, respectively.

Contract Assets and Contract Liabilities

As of June 30, 2024, and December 31, 2023, the Company had contract assets of $0 and $0.1 million, respectively, recognized in other current assets. As of June 30, 2024, and December 31, 2023, the Company had contract liabilities of $3.9 million and $2.1 million, respectively, included in other current liabilities.

 

Note 3. Financial Instruments

 

The following tables summarize the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy:

 

 

 

June 30, 2024

 

 

 

Adjusted Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

 

Cash and Cash Equivalent

 

 

Marketable Securities

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

16,352

 

 

$

 

 

$

 

 

$

16,352

 

 

$

16,352

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

4,284

 

 

 

 

 

 

 

 

 

4,284

 

 

 

4,284

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. agency securities

 

 

23,664

 

 

 

 

 

 

(41

)

 

 

23,623

 

 

 

 

 

 

23,623

 

U.S. Treasury securities

 

 

20,239

 

 

 

 

 

 

(39

)

 

 

20,200

 

 

 

1,492

 

 

 

18,708

 

Commercial paper

 

 

35,923

 

 

 

 

 

 

(35

)

 

 

35,888

 

 

 

1,494

 

 

 

34,394

 

Corporate bonds

 

 

59,956

 

 

 

2

 

 

 

(123

)

 

 

59,835

 

 

 

 

 

 

59,835

 

Subtotal

 

 

139,782

 

 

 

2

 

 

 

(238

)

 

 

139,546

 

 

 

2,986

 

 

 

136,560

 

Total assets

 

$

160,417

 

 

$

2

 

 

$

(238

)

 

$

160,182

 

 

$

23,622

 

 

$

136,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

$

3,692

 

 

$

 

 

$

 

 

$

3,692

 

 

$

 

 

$

 

Total liabilities

 

$

3,692

 

 

$

 

 

$

 

 

$

3,692

 

 

$

 

 

$

 

 

11


 

 

December 31, 2023

 

 

 

Adjusted Cost

 

 

Unrealized Gain

 

 

Unrealized Losses

 

 

Fair Value

 

 

Cash and Cash Equivalent

 

 

Marketable Securities

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

21,799

 

 

$

 

 

$

 

 

$

21,799

 

 

$

21,799

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

6,266

 

 

 

 

 

 

 

 

 

6,266

 

 

 

6,266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. agency securities

 

 

35,962

 

 

 

8

 

 

 

(97

)

 

 

35,873

 

 

 

 

 

 

35,873

 

U.S. Treasury securities

 

 

18,323

 

 

 

1

 

 

 

(14

)

 

 

18,310

 

 

 

10,482

 

 

 

7,828

 

Commercial paper

 

 

38,491

 

 

 

25

 

 

 

(16

)

 

 

38,500

 

 

 

 

 

 

38,500

 

Corporate bonds

 

 

100,274

 

 

 

136

 

 

 

(130

)

 

 

100,280

 

 

 

 

 

 

100,280

 

Subtotal

 

 

193,050

 

 

 

170

 

 

 

(257

)

 

 

192,963

 

 

 

10,482

 

 

 

182,481

 

Total assets

 

$

221,115

 

 

$

170

 

 

$

(257

)

 

$

221,028

 

 

$

38,547

 

 

$

182,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

$

6,772

 

 

 

 

 

$

 

 

$

6,772

 

 

$

 

 

$

 

Total liabilities

 

$

6,772

 

 

 

 

 

$

 

 

$

6,772

 

 

$

 

 

$

 

 

The fair value of the private placement and Series A warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield.

 

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousand):

 

 

 

 

 

 

 

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Fair value, beginning balance

 

$

6,772

 

 

$

90

 

Fair value at issuance of Series A Warrants

 

 

 

 

 

6,450

 

Change in the fair value of Series A warrants included in other income (expense), net

 

 

(3,061

)

 

 

300

 

Change in the fair value of private placement warrants included in other income (expense), net

 

 

(19

)

 

 

(68

)

Fair value, closing balance

 

$

3,692

 

 

$

6,772

 

 

The key inputs into the Black-Scholes option pricing model for the private placement warrants were as follows for the relevant periods:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Expected term (years)

 

 

1.7

 

 

 

2.2

 

Expected volatility

 

 

87.4

%

 

 

94.1

%

Risk-free interest rate

 

 

4.90

%

 

 

4.23

%

Dividend yield

 

 

0

%

 

 

0

%

Exercise Price

 

$

57.50

 

 

$

57.50

 

 

The key inputs into the Black-Scholes option pricing model for the Series A warrants were as follows for the relevant periods:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Expected term (years)

 

 

3.5

 

 

 

4.0

 

Expected volatility

 

 

89.8

%

 

 

87.2

%

Risk-free interest rate

 

 

4.43

%

 

 

3.89

%

Dividend yield

 

 

0

%

 

 

0

%

Exercise Price

 

$

5.00

 

 

$

5.00

 

 

 

 

12


Note 4. Acquisition of Intangible Assets

 

As of June 30, 2024, expected amortization expense relating to purchased intangible assets was as follows (in thousands):

 

 

 

 

Remainder of 2024

 

$

450

 

2025

 

 

900

 

2026

 

 

825

 

Total future amortization

 

$

2,175

 

 

The Company recorded amortization expense related to the acquired intangible assets of $0.3 million and $0.3 million each for the three months ended June 30, 2024 and June 30, 2023, respectively, and $0.5 million each for the six months ended June 30, 2024, and June 30, 2023, respectively.

 

Note 5. Inventories

Inventories consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Raw materials

 

$

2,108

 

 

$

2,178

 

Work-in-progress

 

 

42

 

 

 

136

 

Finished goods

 

 

849

 

 

 

60

 

Total inventories

 

$

2,999

 

 

$

2,374

 

 

 

Note 6. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Computer equipment

 

$

3,007

 

 

$

2,795

 

Lab equipment

 

 

7,676

 

 

 

7,151

 

Leasehold improvements

 

 

3,324

 

 

 

3,148

 

Construction in progress

 

 

773

 

 

 

1,434

 

Testing equipment

 

 

1,854

 

 

 

1,455

 

Manufacturing equipment

 

 

5,768

 

 

 

4,269

 

Furniture, fixtures and other equipment

 

 

563

 

 

 

458

 

Total property, plant and equipment

 

$

22,965

 

 

$

20,710

 

Less: accumulated depreciation

 

 

(10,810

)

 

 

(8,596

)

Total property, plant and equipment, net

 

$

12,155

 

 

$

12,114

 

 

Depreciation related to property, plant, and equipment was $1.2 million and $1.0 million for the three months ended June 30, 2024 and June 30, 2023, respectively, and $2.3 million and $1.7 million for the six months ended June 30, 2024, and June 30, 2023, respectively.

 

 

Note 7. Other current assets

 

Other current assets consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Prepaid expenses

 

$

3,008

 

 

$

2,228

 

Contract assets

 

 

 

 

 

140

 

Vendor deposits

 

 

1,321

 

 

 

1,104

 

Other current assets

 

 

4,022

 

 

 

1,723

 

Total other current assets

 

$

8,351

 

 

$

5,195

 

 

 

 

13


Note 8. Other non-current assets

 

Other non-current assets consist of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Non marketable equity investments

 

$

5,000

 

 

$

5,000

 

Security deposit

 

 

815

 

 

$

1,116

 

Other non-current assets

 

 

 

 

 

16

 

Total other non-current assets

 

$

5,815

 

 

$

6,132

 

 

In November 2023, the Company made an investment in 700,440 shares of preferred stock of a private company for a cash consideration of $5.0 million, which is classified as non-marketable equity investment. The Company’s investment in the private company represents less than 1% of total capitalization. The Company neither has significant influence over the private company nor does the investment amount to a controlling financial interest in the private company. The Company elected to apply the measurement alternative, and as such, records the investment at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes in orderly transactions. During the period ended June 30, 2024, the Company did not identify any impairment or observable price changes for this non-marketable equity investment.

 

Note 9. Other current liabilities

 

Other current liabilities consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Litigation settlement

 

$

14,000

 

 

$

 

Other current liabilities

 

 

5,046

 

 

 

2,524

 

Total other current liabilities

 

$

19,046

 

 

$

2,524

 

 

 

Note 10. Financing transaction

 

Private Investment

 

On November 8, 2023, the Company entered into Subscription Agreements (the “Subscription Agreements”) with entities affiliated with Sylebra Capital Limited (“Sylebra”) and Adage Capital Management, providing for the purchase of an aggregate of 7,360,460 shares of the Company’s common stock, $0.0001 par value per share (the “PIPE Shares”), at a price of $2.90 per PIPE Share for an aggregate purchase price of approximately $21.4 million (the “Private Placement”). The PIPE Shares are recorded as outstanding common stock.

Standby Equity Purchase Agreement

 

On November 8, 2023, the Company also entered into a Standby Equity Purchase Agreement (the “Facility Agreement”) with entities affiliated with Sylebra, pursuant to which the Company will have the right, but not the obligation to sell to Sylebra up to $125 million of its shares of preferred stock, subject to satisfaction of certain conditions, by November 8, 2026. Each sale the Company requests under the Facility Agreement (each, an “Advance” and collectively, the “Advances”) may be for a number of shares of preferred stock with an aggregate value of at least $25.0 million but not more than $50.0 million (except with Sylebra’s consent).

 

When and if issued, the preferred stock will be issued at a price per share of $10,000. Holders of the preferred stock will be entitled to a quarterly dividend at the rate of 7.0% per annum payable in cash or in kind at the option of the Company. The preferred stock will have an initial liquidation preference of $12,000 per share, plus accrued dividends. The preferred stock will have no voting rights as a class or series except in such instances as required by Delaware law or certain matters enumerated in the facility agreement related to the protection of the preferred stock.

 

The preferred stock will be convertible at the option of the holders into the number of shares of Common Stock equal to $10,000 divided by the then-applicable conversion price. At any time after the two year anniversary of any issuance of any series of preferred stock, the Company will have the option to convert all (but not less than all) of any series of then-outstanding preferred stock by paying a make-whole payment, in either stock or cash, equal to three years of dividends, provided that the closing price of the Common Stock exceeds 250% of the then-applicable conversion price for at least 20 out of 30 consecutive trading days prior to the date of conversion. To the extent, if any, a conversion would result in the holder thereof becoming the beneficial owner of more than 19.9% of the Company’s outstanding Common Stock, the Company will issue the Investor Pre-Funded Warrant in the form attached to the Facility Agreement. The preferred stock will be subject to customary pre-emptive rights.

 

The Company’s right to request Advances is conditioned upon the Company achieving a minimum of one new passenger auto-original equipment manufacturer (“OEM”) or commercial OEM program award with at least a 50,000 unit volume, the trading price of the Common Stock

14


being below $15 at the time of the Advance request and other customary conditions. Prior to any Advance, the Company will assess its capital needs and other factors, including the impact of an Advance on the Company’s outstanding executive pledge arrangements.

 

The preferred stock issued in connection with the facility agreement ranks senior to common stock upon the Company’s liquidation, dissolution or winding up. The preferred stock is entitled to priority cumulative dividends which shall accrue daily from and after the original issue date of such share and shall compound on a quarterly basis on each dividend payment date. The accrued dividends shall in all cases be payable upon liquidation.

 

The Company shall pay dividends on each share of preferred stock in cash or in kind through issuance of shares of common stock with an aggregate value equal to the amount of the dividend to have been paid divided by the dividend conversion price. The board of directors of the Company may at its sole discretion elect to pay the dividends in cash in lieu of shares of common stock. The convertible redeemable preferred stock have no voting rights unless they are converted into shares of common stock.

 

Holders may, at their option, elect to convert some or all preferred stock held by such holder, at any time and from time to time prior to a change of control, into a number of shares of common stock per share of the preferred stock equal to (x) the quotient of the issuance price divided by the conversion price in effect at the time of conversion. At any time on or after the two-year anniversary of the issuance date, the Company shall have the right to redeem the preferred stock of any holder outstanding at such time at the issuance price plus three (3) years of dividend payment (“Redemption price”); provided, that (a) the closing price of a share of common stock exceeds 250% of the then-applicable conversion price per share for at least 20 out of 30 consecutive trading days prior to the redemption date and (b) a shelf registration statement that is required to be effective pursuant to the registration rights agreement on such date shall be effective on such date with respect to the applicable holder. The redemption price shall be payable in cash or in shares of common stock. Additionally, upon the occurrence of a change of control, the holders of preferred stock shall be entitled to receive in full a liquidating purchase in cash and in the amount per share of the preferred stock equal to the sum of (i) the liquidation preference plus (ii) accrued dividends with respect to such shares of preferred stock.

 

In connection with this financing, the Company also paid the entities affiliated with Sylebra, (a) a facility fee in the amount of $2.5 million, (b) an origination fee in the amount of $0.6 million, (c) an administrative fee in the amount of $0.3 million and (d) fees and expenses of the investor and its counsel, of approximately $0.4 million. The issuance costs related to the Facility Agreement were expensed as incurred as it failed to meet the equity classification guidance under ASC 815-40, and were deemed to be a derivative asset. The fair value of the derivative asset was not material as of and for the period ended June 30, 2024.

 

In addition, upon receipt of stockholder approval in December 2023, the Company issued to Sylebra 3,000,000 Series A Warrants to purchase shares of Common Stock at an exercise price of $5.00. The Company analyzed the Series A Warrants and determined that they are freestanding and do not exhibit any of the characteristics within ASC 480, and as such do not meet the characteristics of a liability under ASC 480. However, Series A Warrants do not meet all requirements for equity classification under ASC 815, and therefore are classified as a liability on the Company’s consolidated balance sheets.

 

As of June 30, 2024, the Company had 3,000,000 Series A Warrants outstanding. The Series A Warrants were issued as consideration for entering into the Facility Agreement as discussed above. Each Series A Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $5.00 per share. Each Series A Warrant is currently exercisable and expires in December 2027. Holders shall not have the right to exercise the Series A Warrants to the extent that after giving effect to such exercise, such person would beneficially own in excess of 19.9% of the Company’s outstanding common stock immediately after giving effect to such exercise.

 

The exercise price and number of shares of common stock issuable upon exercise of the Series A Warrants may be adjusted in certain circumstances including in the event of a stock dividend or split, subsequent rights offerings, pro rata purchases, merger, reorganization, recapitalization, or spin-off. However, the Series A Warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. The Series A Warrants do not entitle the holders to any voting rights, dividends or other rights as a stockholder of the Company prior to being exercised for common stock.

Note 11. Capital Structure

As of June 30, 2024, the Company had authorized to issue up to 422,000,000 shares of common stock, each with a par value of $0.0001 per share.

 

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of June 30, 2024 and December 31, 2023, no shares of preferred stock were issued and outstanding.

Warrants

 

As of June 30, 2024, the Company had 2,414,976 public and 76,800 private warrants outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $57.50 per share. Additionally, the Company also issued 3,000,000 Series A Warrants in connection with the facility agreement. Each Series A Warrants entitles the registered holder to purchase one share of common stock at an exercise price of $5.00 per share.

15


Note 12. Earnings (Loss) Per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(43,393

)

 

$

(35,955

)

 

 

(78,719

)

 

 

(71,129

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding — Basic

 

 

52,995,093

 

 

 

44,104,251

 

 

 

52,868,909

 

 

 

44,015,402

 

Dilutive effect of potential common stock

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding — Diluted

 

 

52,995,093

 

 

 

44,104,251

 

 

 

52,868,909

 

 

 

44,015,402

 

Net loss per share attributable to common stockholders — Basic and Diluted

 

$

(0.82

)

 

$

(0.82

)

 

$

(1.49

)

 

$

(1.62

)

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

Common stock options issued and outstanding

 

 

2,380,423

 

 

 

2,598,123

 

Restricted stock units

 

 

6,998,973

 

 

 

5,186,667

 

Performance-based restricted stock units

 

 

1,911,765

 

 

 

1,911,765

 

Common stock warrants

 

 

2,491,776

 

 

 

2,491,776

 

Series A warrants

 

 

3,000,000

 

 

 

 

Total

 

 

16,782,937

 

 

 

12,188,330

 

 

Note 13. Stock-based Compensation

Stock Options

The Company maintains the 2016 Stock Incentive Plan and the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options, non-qualified stock options and restricted stock units (“RSU”) may be granted to employees. Under the Stock Plans, the Company has 1,726,347 shares available for issuance as of June 30, 2024.

Under the terms of the Stock Plans, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options are permitted to be granted below fair market value of the stock on the date of grant. The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, typically stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a ten-year period to exercise the options before they expire.

A summary of the Company’s stock option activity, for the six months ended June 30, 2024, was as follows:

 

 

 

Number of
Options

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Life (Years)

 

 

Aggregate
Intrinsic Value
(in thousands)

 

Outstanding as of December 31, 2023

 

 

2,414,730

 

 

$

2.79

 

 

 

5.73

 

 

$

4,004

 

Exercised

 

 

(33,909

)

 

 

1.57

 

 

 

 

 

 

 

Forfeited

 

 

(398

)

 

 

2.74

 

 

 

 

 

 

 

Outstanding as of June 30, 2024

 

 

2,380,423

 

 

$

2.81

 

 

 

5.25

 

 

$

1,341

 

Vested and exercisable as of June 30, 2024

 

 

2,322,245

 

 

$

2.51

 

 

 

5.18

 

 

$

1,341

 

Vested and expected to vest as of June 30, 2024

 

 

2,380,423

 

 

$

2.81

 

 

 

5.25

 

 

$

1,341

 

There were no options granted during the six months ended June 30, 2024. As of June 30, 2024, the Company had $0.4 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 1.4 years.

Restricted Stock Units and Performance-based Restricted Stock Units (“PBRSU”)

 

In May 2023, the Company granted a total of 1,176,471 PBRSUs to certain executives that vest on achieving certain operational milestones as defined in the individual grant agreements subject to continued employment through 2025. Stock-based compensation expense is recognized over

16


the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. If satisfaction of the performance condition is not probable, stock-based compensation cost recognition is deferred until it becomes probable. The Company reassesses the probability as to whether satisfaction of the performance condition is probable on a quarterly basis, and stock-based compensation cost is adjusted based on the portion of the requisite service provided. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest or the performance period lapses. The weighted-average grant date PBRSU fair value of $5.10 per share is determined based upon the market closing price of the Company’s common stock on the date of grant. As of June 30, 2024, the total unrecognized compensation expense related to the performance-based PBRSUs was $1.1 million, which is expected to be amortized over a weighted-average period of 1.5 years.

In May 2023, the Company also granted a total of 735,294 market-based PBRSUs to certain executives that vest over a multi-year period, upon continued service and when the volume-weighted average price per share (“WVAP Average”) of the Company’s common stock for the preceding 30 consecutive trading days equals or exceeds the target stock price for the indicated year. The Company recognizes stock-based compensation based upon the grant date fair value on an accelerated attribution basis over the requisite service period of the award. Provided that the requisite service is rendered, the total fair value of the market-based PBRSUs at the date of grant is recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the achievement of the specified market criteria. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest. The weighted-average grant date fair value of the market-based PBRSUs was $1.40 per share. The Company estimated the fair value of the market-based PBRSUs award on the grant date using the Monte Carlo simulation model with the following assumptions:

 

 

June 30, 2024

 

Expected term (years)

 

0.5 - 4.7

 

Expected volatility

 

 

70.9

%

Risk-free interest rate

 

 

3.29

%

Dividend yield

 

 

0

%

Share price

 

$

5.10

 

 

As of June 30, 2024, the total unrecognized compensation expense related to the market-based PBRSUs was $0.6 million, which is expected to be amortized over a weighted-average period of 2.8 years.

 

The following table summarizes our RSU activity for the six months ended June 30, 2024:

 

 

 

Shares

 

 

Weighted Average
Grant Date
Fair Value
per Share

 

Outstanding as of December 31, 2023

 

 

5,204,177

 

 

$

9.65

 

Granted

 

 

3,343,772

 

 

 

3.58

 

Released

 

 

(835,539

)

 

 

12.86

 

Forfeited

 

 

(713,437

)

 

 

8.80

 

Outstanding as of June 30, 2024

 

 

6,998,973

 

 

$

6.45

 

 

As of June 30, 2024, the Company had $37.7 million of unrecognized stock-based compensation expense related to the RSUs. This cost is expected to be recognized over a weighted-average period of 2.7 years. The above table excludes 1,911,765 PBRSUs granted to certain executive officers during the year ended December 31, 2023, and outstanding as of the six months ended June 30, 2024.

Compensation expense

Total stock-based compensation expense by function was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of revenue

 

$

64

 

 

$

367

 

 

$

166

 

 

$

697

 

Research and development expenses

 

 

4,189

 

 

 

5,213

 

 

 

8,178

 

 

 

9,623

 

General and administrative expenses

 

 

913

 

 

 

1,216

 

 

 

1,820

 

 

 

2,335

 

Selling and marketing expenses

 

 

198

 

 

 

245

 

 

 

461

 

 

 

349

 

Total

 

$

5,364

 

 

$

7,041

 

 

$

10,625

 

 

$

13,004

 

 

 

17


Note 14. Income Taxes

 

There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the six months ended June 30, 2024, the Company recognized a $0.1 million provision for income taxes related to foreign operations.

The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has completed an analysis as of December 31, 2022 and doesn’t expect any net operating loss carryforwards or tax credit carryforwards to expire due to a limitation.

Note 15. Commitments and Contingencies

Leases

The weighted-average remaining lease terms were 1.7 years and 2.0 years as of June 30, 2024 and December 31, 2023, respectively. The weighted-average discount rates were 6.04% as of June 30, 2024 and December 31, 2023, respectively. Operating lease cost for the three months ended June 30, 2024, and 2023, was $1.1 million and $0.8 million, respectively. Operating lease cost for the six months ended June 30, 2024, and 2023, was $2.1 million and $1.8 million, respectively.

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of June 30, 2024 (in thousands):

 

 

 

Operating Leases

 

Remainder of 2024

 

$

1,995

 

2025

 

 

3,157

 

2026

 

 

728

 

Total minimum lease payments

 

 

5,880

 

Less: imputed interest

 

 

(276

)

Total lease liability

 

$

5,605

 

Litigation

 

From time to time, the Company is involved in actions, claims, suits, and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.

 

Litigation – other matters

 

On March 7, 2024, a putative class action lawsuit was filed in the Court of Chancery of the State of Delaware against InterPrivate Acquisition Management LLC, InterPrivate LLC, and former directors and officers of InterPrivate Acquisition Corp (“IPV”). The lawsuit is captioned Louis Smith v. Ahmed M. Fattouh, et al., (Del. Ch. 2024). On June 3, 2024, a second putative class action lawsuit was filed in the Court of Chancery of the State of Delaware against IPV and Soroush Salehian and Mina Rezk (collectively, the “Delaware Stockholder Litigation”). Among other remedies, the complaints seek damages and attorneys’ fees and costs. In connection with IPV’s March 12, 2021, business combination transaction with Aeva Inc., Aeva agreed to assume certain indemnification obligations to IPV’s former directors and officers.

On July 2, 2024, the Company and the parties to the Delaware Stockholder Litigation entered into a term sheet, which is being memorialized into a formal settlement agreement and which will be subject to court approval, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, the Company has agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims related to the business combination and expects to recover $2.5 million from insurance carrier. The settlement is being paid pursuant to the Company’s indemnification obligations and from available director and officer insurance policies.

As of June 30, 2024, the Company has accrued a contingent liability of $14.0 million in other current liabilities on the accompanying condensed consolidated balance sheets in connection with the settlement of the Delaware Stockholder Litigation, and a $2.5 million insurance recovery in other current assets on the accompanying condensed consolidated balance sheets. The Company has also incurred legal expenses in connection with the Delaware Stockholder Litigation, which have been expensed as incurred and are included in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.

18


Indemnifications

In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Guarantees, (Topic 460), except for standard indemnification provisions that are contained within many of the Company’s customer agreements and give rise only to disclosure requirements prescribed by Topic 460. Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations.

Note 16. Segment Information

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision-maker (“CODM”), consisting of the Company’s chief executive officer and the Company’s chief technology officer as a group, in deciding how to allocate resources and assess the Company’s financial and operational performance. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, the Company has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the condensed consolidated financial statements.

Long-Lived Assets

The following table sets forth the Company’s property and equipment, net by geographic region (in thousands):

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

North America

 

$

7,948

 

 

$

8,675

 

Asia

 

 

4,207

 

 

 

3,439

 

Total

 

$

12,155

 

 

$

12,114

 

 

19


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion of Aeva’s results of operations and financial condition should be read in conjunction with the information set forth in the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon Aeva’s current expectations, estimates, and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) under the heading “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references in this section to “we,” “our,” “us” “the Company” or “Aeva” refer to the business of Aeva Technologies, Inc., a Delaware corporation, and its subsidiaries.

On March 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value (the “Common Stock”). Pursuant to the Reverse Stock Split, every five (5) shares of issued and outstanding shares of common stock were combined into one (1) share of common stock. All share and per share amounts and related stockholders’ equity balances presented herein have been retroactively adjusted to reflect the Reverse Stock Split. There was no change to the shares authorized or in the par value per share of common stock of $0.0001.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. The Company did not issue fractional shares in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to fractional shares of common stock were instead entitled to receive a proportional cash payment. The number of shares of common stock issuable under our equity incentive plans and exercisable under the outstanding warrants were also proportionately adjusted.

Overview

Our vision is to bring perception to broad applications. Through our FMCW sensing technology, we believe we are introducing the world’s first 4D LiDAR-on-chip that, along with our proprietary software applications, has the potential to enable the adoption of LIDAR across broad applications.

Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, Aeva’s mission is to bring the next wave of perception technology to broad applications from automated driving to industrial automation, consumer device applications, and security. Our 4D LiDAR-on-chip combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance for commercialization.

As a development stage company, we work closely with our customers on the development and commercialization of their programs and the utilization of our products in such programs. Thus far, our customers have purchased prototype products and engineering services from us for use in their research and development programs. We are expanding our manufacturing capacity through third-party manufacturers to meet our customers’ anticipated demand for the production of our products.

Unlike legacy 3D LiDAR, which relies on Time-of-Flight (“ToF”) technology and measures only depth and reflectivity, Aeva’s solution leverages a proprietary FMCW technology to measure velocity in addition to depth, reflectivity and inertial motion. We believe the ability of Aeva’s solution to measure instant velocity for every pixel is a major advantage over ToF-based sensing solutions. Furthermore, Aeva’s technology is free from interference from other LiDAR and sunlight, and our core innovations within FMCW are intended to enable autonomous vehicles to see at significantly higher distances of up to 500 meters.

We believe Aeva is uniquely positioned to provide a superior solution with the potential to enable higher level of automation for vehicles. Furthermore, we believe the advantages of our 4D LiDAR-on-chip allow us to provide the first LiDAR solution that is fully integrated onto a chip with superior performance at scale, with the potential to drive new categories of perception across industrial automation, consumer devices, and security markets.

Key Factors Affecting Aeva’s Operating Results

Aeva believes that its future performance and success depends to a substantial extent on its ability to capitalize opportunities, which in turn is subject to significant risks and challenges, including those discussed in Part I, Item 1A of the 2023 Form 10-K under the heading “Risk Factors.”

Pricing, Product Cost and Margins. Our pricing and margins will depend on the volumes and the features, as well as specific market applications of the solutions we provide to our customers. We have customers with technologies in various stages of development across different market segments. We anticipate that our prices will vary by market and application due to market-specific product and commercial requirements, supply and demand dynamics and product lifecycles.

Aeva’s future performance will depend on its ability to deliver on economies of scale. Our customers will require that our perception solutions be manufactured and sold at per-unit prices that are competitive. Our ability to compete in key markets will depend on the success of our efforts to efficiently and reliably produce cost-effective perception solutions that are competitively priced and affordable for our commercial-stage customers.

20


Additionally, the macroeconomic conditions in the industry, the growing emergence of competition in advanced assisted driving sensing and software technologies globally can negatively impact pricing, margins and market share. If Aeva does not generate the margins it expects upon commercialization of its perception solutions, Aeva may be required to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous to Aeva’s stockholders.

Commercialization of LiDAR-based Applications. We expect that our results of operations, including revenue and gross margins, will fluctuate on a quarterly basis for the foreseeable future as our customers continue on research and development projects and begin to commercialize advanced driver assist, autonomous and industrial automation solutions that rely on LiDAR technology. As more customers reach the commercialization phase and as the market for LiDAR solutions matures, these fluctuations in our operating results may become less pronounced.

Sales Volume. Each product program will have an expected range of sales volumes, depending on the end market demand for our customers’ products as well as market application. This can depend on several factors, including market penetration, product capabilities, size of the end market that the product addresses and our end customers’ ability to sell their products. In addition to end market demand, sales volumes also depend on whether our customer is in the development or production phase. In certain cases, we may provide volume discounts or strategic customer pricing on sales of our solutions, which may or may not be offset by lower manufacturing costs related to higher volumes which in turn could adversely impact our gross margins. Aeva’s ability to ultimately achieve profitability is dependent upon progression of existing relationships to production and our ability to meet required volumes and required cost targets and gross margins. Delays of our current and future customers’ programs could result in Aeva being unable to achieve its revenue targets and profitability in the time frame it anticipates. Such delays could result in Aeva requiring to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous to Aeva’s stockholders.

Basis of Presentation

 

Our condensed consolidated financial statements include the accounts of our wholly owned subsidiaries. We have eliminated intercompany accounts and transactions.

Components of Results of Operations

Revenue

Revenue consists of sales of perception solutions or sensing systems and non-recurring engineering services.

Aeva is engaged in design, manufacturing and sale of LiDAR sensing systems and related perception and autonomy-enabling software solutions serving customers in automotive, industrial, and other markets. Under the customer agreements, Aeva delivers a specified number of sensing systems at a fixed price under customary terms and conditions. The sensing system units sold under these agreements are typically prototypes that are used by the customer for its research, development, evaluation, pilot, or testing purposes. Aeva also enters into non-recurring engineering service arrangements with certain of its customers to customize Aeva’s perception solution to meet customer specific requirements.

Cost of revenue and gross profit

Cost of revenue principally includes direct material, direct labor and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation expense. Cost of revenue also includes the direct cost and appropriate allocation of overhead involved in execution of non-recurring engineering services. Aeva’s gross profit equals total revenue less total cost of revenue.

Operating expenses

Research and development expenses

Aeva’s research and development efforts are focused on enhancing and developing additional functionality for its existing products and on new product development. Research and development expenses consist primarily of:

Personnel-related expenses, including salaries, benefits, and stock-based compensation expense, for personnel in Aeva’s research and engineering functions; and
Expenses related to materials, software licenses, supplies, and third-party services.

Aeva recognizes research and development expenses as incurred.

General and administrative expenses

General and administrative expenses consist of personnel and personnel-related expenses, including salaries, benefits, and stock-based compensation expense of Aeva’s executive, finance, information systems, human resources, and legal teams, as well as legal and accounting fees for professional and contract services.

21


Selling and marketing expenses

Selling and marketing expenses consist of personnel and personnel-related expenses, including salaries, benefits, and stock-based compensation expense of Aeva’s business development team as well as advertising and marketing expenses. These include the cost of trade shows, promotional materials, and public relations.

Interest income and Interest expense

Interest income consists primarily of income earned on Aeva’s cash equivalents and investments in marketable securities. Interest income will vary based on Aeva’s cash equivalents and marketable securities balance and changes in the interest rates.

Other income and expense

Other income and expense primarily consist of changes in the fair value of Series A warrants fair value of private placement warrants and, foreign currency transaction gains and losses, and realized gains and losses on marketable securities.

Results of Operations

Comparison of the Three Months Ended June 30, 2024, and 2023

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this quarterly statement. The following table sets forth Aeva’s results of operations data for the periods presented:

 

 

Three Months Ended
June 30,

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Change
$

 

 

Change
%

 

 

(in thousands, except percentages)

 

Revenue

 

$

2,012

 

 

$

743

 

 

 

1,269

 

 

 

171

%

Cost of revenue

 

 

2,860

 

 

 

2,661

 

 

 

199

 

 

 

7

%

Gross loss

 

 

(848

)

 

 

(1,918

)

 

 

1,070

 

 

 

(56

)%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

 

26,196

 

 

 

27,065

 

 

 

(869

)

 

 

(3

)%

General and administrative expenses

 

 

8,663

 

 

 

7,713

 

 

 

950

 

 

 

12

%

Selling and marketing expenses

 

 

1,706

 

 

 

1,485

 

 

 

221

 

 

 

15

%

Litigation settlement, net

 

 

11,500

 

 

 

 

 

 

11,500

 

 

 

100

%

Total operating expenses

 

 

48,065

 

 

 

36,263

 

 

 

11,802

 

 

 

33

%

Loss from operations

 

 

(48,913

)

 

 

(38,181

)

 

 

(10,732

)

 

 

28

%

Interest income

 

 

2,099

 

 

 

2,225

 

 

 

(126

)

 

 

(6

)%

Other income, net

 

 

3,544

 

 

 

1

 

 

 

3,543

 

 

 

354,294

%

Net loss before taxes

 

 

(43,270

)

 

 

(35,955

)

 

 

(7,315

)

 

 

20

%

Income tax provision

 

 

123

 

 

 

 

 

 

123

 

 

 

100

%

Net loss

 

$

(43,393

)

 

$

(35,955

)

 

 

(7,438

)

 

 

21

%

Revenue

Revenue increased by $1.3 million or 171% during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. The increase was primarily due to an increase in the total number of units sold and non-recurring engineering services which is dependent upon the timing of the work performed for our customers. This increase was partially offset by a decrease in the per unit average selling price of the units sold.

Cost of revenue

Cost of revenue increased by $0.2 million or 7%, during the three months ended June 30, 2024, from the three months ended June 30, 2023. The increase was primarily due to an increase in non-recurring services during the current period as compared to the prior period.

Operating expenses

Research and development expenses

Research and development expenses decreased by $0.9 million, or 3%, to $26.2 million for the three months ended June 30, 2024, from $27.1 million for the three months ended June 30, 2023. Research and development expenses decreased primarily due to a decrease of $1.6 million in material expenses related to product development and a $0.1 million decrease in employee related expenses, partially offset by a $0.4 million increase in software subscription expenses, a $0.3 million increase in consulting expenses, and a $0.1 million increase in facility related expenses.

22


General and administrative expenses

General and administrative expenses increased by $1.0 million, or 12%, to $8.7 million for the three months ended June 30, 2024, from $7.7 million for the three months ended June 30, 2023. Legal expenses increased by $0.6 million, payroll expenses increased by $0.7 million, facility related expenses increased by $0.3 million and travel expenses increased by $0.1 million, partially offset by a decrease in insurance expenses by $0.2 million, a decrease in stock-based compensation expenses by $0.3 million, and a decrease in recruiting expenses by $0.2 million.

Selling and marketing expenses

Selling and marketing expenses increased by $0.2 million, or 15%, to $1.7 million for the three months ended June 30, 2024, from $1.5 million for the three months ended June 30, 2023. The increase was primarily due to an increase in payroll related expense.

Litigation settlement, net

During the three months ended June 30, 2024, the Company recorded a litigation settlement expense (net) of $11.5 million, related to the Delaware Stockholder Litigation (See Note 15 to our condensed consolidated financial statements).

Interest income

Interest income decreased by $0.1 million, or 6%, during the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, due to net cash used in operating activities, partially offset by higher yield on interest bearing securities.

Other income, net

 

Other income increased by $3.5 million for the three months ended June 30, 2024 primarily due to changes in the fair value of Series A warrants.

 

Results of Operations

 

Comparison of the Six Months Ended June 30, 2024, and 2023

 

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this quarterly statement. The following table sets forth Aeva’s results of operations data for the periods presented:

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Change
$

 

 

Change
%

 

 

 

(in thousands, except percentages)

 

Revenue

 

$

4,119

 

 

$

1,891

 

 

 

2,228

 

 

 

118

%

Cost of revenue

 

 

6,359

 

 

 

5,190

 

 

 

1,169

 

 

 

23

%

Gross loss

 

 

(2,240

)

 

 

(3,299

)

 

 

1,059

 

 

 

(32

)%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

 

51,208

 

 

 

52,519

 

 

 

(1,311

)

 

 

(2

)%

General and administrative expenses

 

 

17,074

 

 

 

15,546

 

 

 

1,528

 

 

 

10

%

Selling and marketing expenses

 

 

4,235

 

 

 

4,083

 

 

 

152

 

 

 

4

%

Litigation settlement, net

 

 

11,500

 

 

 

 

 

 

11,500

 

 

 

100

%

Total operating expenses

 

 

84,017

 

 

 

72,148

 

 

 

11,869

 

 

 

16

%

Loss from operations

 

 

(86,257

)

 

 

(75,447

)

 

 

(10,810

)

 

 

14

%

Interest income

 

 

4,557

 

 

 

4,289

 

 

 

268

 

 

 

6

%

Other income, net

 

 

3,104

 

 

 

29

 

 

 

3,075

 

 

 

10,602

%

Net loss before taxes

 

 

(78,596

)

 

 

(71,129

)

 

 

(7,467

)

 

 

10

%

Income tax provision

 

 

123

 

 

 

 

 

 

123

 

 

 

100

%

Net loss

 

$

(78,719

)

 

$

(71,129

)

 

$

(7,590

)

 

 

11

%

Revenue

Revenue increased by $2.2 million, or 118% during the six months June 30, 2024, as compared to the six months ended June 30, 2023. The increase was primarily due to an increase in units sold and non-recurring engineering services, which is dependent upon the timing of the work performed for our customers as compared to the prior period. The increase was partially offset by a decrease in per unit average selling price of the units sold.

23


Cost of revenue

Cost of revenue increased by $1.2 million, or 23%, during the six months ended June 30, 2024, from the six months ended June 30, 2023. The increase was primarily due to an increase in the sale of the prototype units sold in 2024 as compared to 2023 and increase in cost of revenue related to the non-recurring services revenue.

Operating expenses

Research and development expenses

Research and development expenses decreased by $1.3 million, or 2%, to $51.2 million for the six months ended June 30, 2024, from $52.5 million for the six months ended June 30, 2023. Research and development expenses decreased primarily due to a lower material cost related to research and development. Research material cost decreased by $3.9 million, stock-based compensation expenses decreased by $1.4 million, legal expenses decreased by $0.2 million and other employee related expenses decreased by $0.2 million. This was partially offset by a $2.3 million increase in payroll related expenses, a $0.9 million increase in research and development service expenses, a $0.4 million increase in depreciation, a $0.5 million increase in software subscription expense, and a $0.3 million increase in facility and other expenses.

General and administrative expenses

General and administrative expenses increased by $1.6 million, or 10%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. General and administrative expenses increased primarily due to an increase in employees related expenses of $1.4 million, legal expense increase by $0.7 million, professional fees increased by $0.4 and travel expenses increased by $0.1 million, partially offset by a $0.6 million decrease in insurance expense, a $0.3 million decrease in depreciation and a $0.1 million decrease in recruiting expenses.

Selling and marketing expenses

Selling and marketing expenses increased by $0.1 million, or 4%, to $4.2 million for the six months ended June 30, 2024, from $4.1 million for the six months ended June 30, 2023. The increase was primarily due to an increase in payroll related expenses.

Litigation settlement, net

During the six months ended June 30, 2024, the Company recorded a litigation settlement expense (net) of $11.5 million, related to the Delaware Stockholder Litigation (See Note 15 to our condensed consolidated financial statements).

Interest income

Interest income increased by $0.3 million, or 6%, during the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The increase was due to change in the interest rate during the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, partially offset by a decrease in the overall balance of interest-bearing cash equivalents and marketable securities.

Other income, net

 

Other income increased by $3.1 million for the six months ended June 30, 2024, primarily due to a change in in the fair value of Series A warrant liability.

Liquidity and Capital Resources

Sources of Liquidity

Aeva’s capital requirements will depend on many factors, including sales volume, the timing and extent of spending to support research and development efforts, investments in information technology systems, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features. As of June 30, 2024, Aeva had cash, cash equivalents and marketable securities totaling $160.2 million.

 

On November 8, 2023, the Company entered into Subscription Agreements providing for the purchase of common stock resulting in net proceeds of $20.6 million (“November PIPE”). Also on November 8, 2023, the Company entered into a Standby Equity Purchase Agreement (the “Facility Agreement”) with entities affiliated with Sylebra. Pursuant to the Facility Agreement, the Company will have the right, but not the obligation, to sell to Sylebra up to $125.0 million shares of its preferred stock, at the Company’s request until November 8, 2026. Each sale the Company requests under the Facility Agreement may be for a number of shares of preferred stock with an aggregate value of at least $25.0 million but not more than $50.0 million (except with Sylebra’s consent). The Company paid Sylebra a facility fee in the amount of $2.5 million, an origination fee in the amount of $0.6 million, and an administrative fee in the amount of $0.3 million and reimbursed $0.4 million to Sylebra for its fees and expenses. In addition, the Company issued to Sylebra a Series A Warrants to purchase 3,000,000 shares of Common Stock at an exercise price of $5.00.

 

During the period, the Company has accrued a contingent liability of $14.0 million connection with the settlement of the Delaware Stockholder Litigation, and a $2.5 million insurance recovery (See Note 15 to our condensed consolidated financial statements).

 

24


Aeva expects current cash, cash equivalents, and marketable securities will be sufficient to fund its near term cash needs but will be required to raise additional capital or draw on the Facility Agreement (see Note 10 to our condensed consolidated financial statements) unless Aeva is able to generate sufficient revenue from the sale of its products to cover operating expense, working capital and capital expenditures.

Aeva has incurred negative cash flows from operating activities and losses from operations in the past as reflected in its accumulated deficit of $538.3 million as of June 30, 2024. Aeva expects to continue to incur operating losses due to continued investments that it intends to make in its business, including development of products. Aeva believes that existing cash and cash equivalent and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

Cash Flow Summary

The following table summarizes our cash flows for the periods presented:

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Cash used in operating activities

 

$

(60,127

)

 

$

(63,419

)

Cash provided by investing activities

 

 

45,441

 

 

 

30,580

 

Net cash (used in) provided by financing activities

 

 

(239

)

 

 

96

 

Net decrease in cash and cash equivalents

 

$

(14,925

)

 

$

(32,743

)

 

Operating Activities

For the six months ended June 30, 2024, net cash used in operating activities was $60.1 million, attributable to a net loss of $78.7 million and a net change in net operating assets and liabilities of $8.0 million, partially offset by non-cash charges of $10.6 million. Non-cash charges primarily consisted of $10.6 million in stock-based compensation, $2.8 million in depreciation and amortization expense, $1.7 million in amortization of right of use assets and $0.7 million in inventory reserves and others, partially offset by $3.1 million change in the fair value of warrant liability and by a $2.1 million in amortization of premium and accretion of discount on available for sale securities. The change in net operating assets and liabilities was primarily due to a $16.5 million increase in other current liabilities is primarily due to a $14.0 million accrual for litigation settlement cost, a $0.3 million decrease in other non-current assets, a $0.2 million increase in accounts payable and $0.3 million increase in accrued liabilities, partially offset by a $3.0 million decrease in accrued employee cost, a $3.2 million increase in other current assets, a $1.7 million decrease in lease liability, a $1.2 million increase in inventories and a $0.2 million increase in accounts receivable.

Investing Activities

For the six months ended June 30, 2024, net cash provided by investing activities was $45.4 million, attributable to maturity of available-for-sale investments of $99.9 million, partially offset by purchase of investments of $52.1 million and purchase of property, plant and equipment of $2.4 million.

Financing Activities

For the six months ended June 30, 2024, net cash used in financing activities was attributable to payment of taxes withheld on net settled vesting of restricted stock units.

 

Off-Balance Sheet Arrangements

As of June 30, 2024, Aeva has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

Aeva prepares its financial statements in accordance with U.S. GAAP. The preparation of these financial statements requires the Company to make estimates, assumptions and judgments that can significantly impact the amounts Aeva reports as assets, liabilities, revenue, costs and expenses and the related disclosures. Aeva bases its estimates on historical experience and other assumptions that it believes are reasonable under the circumstances. Aeva’s actual results could differ significantly from these estimates under different assumptions and conditions. Aeva believes that the accounting policies discussed below are critical to understanding its historical and future performance as these policies involve a greater degree of judgment and complexity.

For the six months ended June 30, 2024 there were no significant changes to our critical accounting policies and estimates. For a more detailed discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Note 1 of the notes to condensed consolidated financial statements included in this Form 10-Q.

Recent Accounting Pronouncements

See Note 1 to Aeva’s financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.

25


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Aeva is exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates. There has been no material change in our exposure to market risks from that discussed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2023 Form 10-K.

 

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in internal control over financial reporting

 

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitation on the effectiveness of internal control

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

26


PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company may be involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. Information regarding legal proceedings is provided in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 15 Commitments and Contingencies.”

 

Item 1A. Risk Factors.

The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2023 Form 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be materially and adversely affected. There have been no material changes to the Company’s risk factors since the 2023 Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceed

 

None.

 

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

10b5-1 Trading Plans

 

During the fiscal quarter ended June 30, 2024, no Section 16 director or officer adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act), except as follows:

 

On June 4, 2024, Stephen Zadesky, one of our directors, adopted a Rule 10b5-1 Trading Plan. Mr. Zadesky’s Rule 10b5-1 trading arrangement provides for the potential sale of up to 14,851 shares of our common stock, subject to certain conditions. The arrangement's expiration date is March 31, 2025.

 

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended June 30, 2024 by our directors and Section 16 officers.

27


Item 6. Exhibits.

 

Exhibit

Number

Description

3.1

 

Second Amended and Restated Certificate of Incorporation of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).

3.2

 

Amended and Restated By-laws of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS

Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.SCH

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Filed herewith.

# Indicates a management contract or any compensatory plan, contract or arrangement.

† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

28


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

AEVA TECHNOLOGIES, INC.

Date: August 8, 2024

By:

/s/Soroush Salehian Dardashti

Soroush Salehian Dardashti

Chief Executive Officer

 

Date: August 8, 2024

By:

/s/ Saurabh Sinha

Saurabh Sinha

Chief Financial Officer

 

29


 

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Soroush Salehian Dardashti, certify that:

1.
I have reviewed this Quarterly Report of Aeva Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: August 8, 2024

By:

/s/ Soroush Salehian Dardashti

Soroush Salehian Dardashti

Chief Executive Officer and Director

(Principal Executive Officer)

 


 

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Saurabh Sinha, certify that:

1.
I have reviewed this Quarterly Report of Aeva Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: August 8, 2024

By:

/s/ Saurabh Sinha

Saurabh Sinha

Chief Financial Officer

(Principal Financial and Accounting Officer)

 


Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Aeva Technologies, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 8, 2024

By:

/s/ Soroush Salehian Dardashti

Soroush Salehian Dardashti

Chief Executive Officer and Director

(Principal Executive Officer)

 

 


 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Aeva Technologies, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 8, 2024

By:

/s/ Saurabh Sinha

Saurabh Sinha

Chief Financial Officer

(Principal Financial and Accounting Officer)

 


v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 01, 2024
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Current Fiscal Year End Date --12-31  
Entity Registrant Name AEVA TECHNOLOGIES, INC.  
Entity Central Index Key 0001789029  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity File Number 001-39204  
Entity Tax Identification Number 84-3080757  
Entity Address, Address Line One 555 Ellis Street  
Entity Address, City or Town Mountain View  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94043  
City Area Code 650  
Local Phone Number 481-7070  
Entity Incorporation, State or Country Code DE  
Entity Interactive Data Current Yes  
Entity Common Stock, Shares Outstanding   53,648,432
Common Stock [Member]    
Document Information [Line Items]    
Trading Symbol AEVA  
Title of 12(b) Security Common stock, $0.0001 par value per share  
Security Exchange Name NYSE  
Warrant [Member]    
Document Information [Line Items]    
Trading Symbol AEVA.WS  
Title of 12(b) Security Warrants to purchase one share of common stock  
Security Exchange Name NYSE  
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Assets    
Cash and cash equivalents $ 23,622 $ 38,547
Marketable securities 136,560 182,481
Accounts receivable 844 628
Inventories 2,999 2,374
Other current assets 8,351 5,195
Total current assets 172,376 229,225
Operating lease right-of-use assets 5,586 7,289
Property, plant and equipment, net 12,155 12,114
Intangible assets, net 2,175 2,625
Other noncurrent assets 5,815 6,132
Total assets 198,107 257,385
Liabilities and stockholders' equity    
Accounts payable 3,824 3,602
Accrued liabilities 2,936 2,648
Accrued employee costs 3,044 6,043
Lease liability, current portion 3,783 3,587
Other current liabilities 19,046 2,524
Total current liabilities 32,633 18,404
Lease liability, noncurrent portion 1,822 3,767
Warrant liability 3,692 6,772
Total liabilities 38,147 28,943
Commitments and contingencies (Note 15)
Convertible preferred stock $0.0001 par value; 10,000 shares authorized; no,shares issued and outstanding 0 0
Stockholders' Deficit    
Common stock $0.0001 par value; 422,000 shares authorized; 53,176 and 52,389 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 5 5
Additional paid-in capital 698,510 688,124
Accumulated other comprehensive loss (236) (87)
Accumulated deficit (538,319) (459,600)
Total stockholders' equity 159,960 228,442
Total liabilities and stockholders' equity $ 198,107 $ 257,385
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 422,000,000 422,000,000
Common stock, shares issued 53,176,000 52,389,000
Common stock, shares outstanding 53,176,000 52,389,000
Convertible Preferred Stock [Member]    
Temporary equity, par value per share $ 0.0001 $ 0.0001
Temporary equity, shares authorized 10,000,000 10,000,000
Temporary equity, shares issued 0 0
Temporary equity, shares outstanding 0 0
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue $ 2,012 $ 743 $ 4,119 $ 1,891
Cost of revenue 2,860 2,661 6,359 5,190
Gross loss (848) (1,918) (2,240) (3,299)
Research and development expenses 26,196 27,065 51,208 52,519
General and administrative expenses 8,663 7,713 17,074 15,546
Selling and marketing expenses 1,706 1,485 4,235 4,083
Litigation settlement, net 11,500 0 11,500 0
Total operating expenses 48,065 36,263 84,017 72,148
Operating loss (48,913) (38,181) (86,257) (75,447)
Interest income 2,099 2,225 4,557 4,289
Other income, net 3,544 1 3,104 29
Loss before income taxes (43,270) (35,955) (78,596) (71,129)
Income tax provision 123 0 123 0
Net loss (43,393) (35,955) (78,719) (71,129)
Unrealized gain (loss) on available-for-sale securities 12 477 (149) 1,689
Total comprehensive loss $ (43,381) $ (35,478) $ (78,868) $ (69,440)
Net loss per share, Basic $ (0.82) $ (0.82) $ (1.49) $ (1.62)
Net loss per share, Diluted $ (0.82) $ (0.82) $ (1.49) $ (1.62)
Weighted-average shares used in computing net loss per share - Basic 52,995,093 44,104,251 52,868,909 44,015,402
Weighted-average shares used in computing net loss per share - diluted 52,995,093 44,104,251 52,868,909 44,015,402
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated other comprehensive loss
Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2022 $ 329,926 $ 4 $ 643,774 $ (3,585) $ (310,267)
Beginning balance, Shares at Dec. 31, 2022   43,749,685      
Share-based compensation 5,963   5,963
Issuance of common stock upon exercise of stock options 57   57
Issuance of common stock upon exercise of stock options, Shares   47,328      
Issuance of common stock upon release of restricted stock units, Shares   215,505      
Shares withheld for the withholding tax on vesting of restricted stock (20)   (20)
Shares withheld for the withholding tax on vesting of restricted stock, Shares   (2,499)      
Unrealized gain (loss) on available-for-sale securities 1,212     1,212
Net Income (Loss) (35,174)       (35,174)
Ending balance at Mar. 31, 2023 301,964 $ 4 649,774 (2,373) (345,441)
Ending balance, Shares at Mar. 31, 2023   44,010,019      
Beginning balance at Dec. 31, 2022 329,926 $ 4 643,774 (3,585) (310,267)
Beginning balance, Shares at Dec. 31, 2022   43,749,685      
Unrealized gain (loss) on available-for-sale securities 1,689        
Net Income (Loss) (71,129)        
Ending balance at Jun. 30, 2023 273,586 $ 4 656,874 (1,896) (381,396)
Ending balance, Shares at Jun. 30, 2023   44,178,376      
Beginning balance at Mar. 31, 2023 301,964 $ 4 649,774 (2,373) (345,441)
Beginning balance, Shares at Mar. 31, 2023   44,010,019      
Share-based compensation 7,041   7,041    
Issuance of common stock upon exercise of stock options 59   59    
Issuance of common stock upon exercise of stock options, Shares   23,663      
Issuance of common stock upon release of restricted stock units, Shares   144,694      
Unrealized gain (loss) on available-for-sale securities 477     477  
Net Income (Loss) (35,955)       (35,955)
Ending balance at Jun. 30, 2023 273,586 $ 4 656,874 (1,896) (381,396)
Ending balance, Shares at Jun. 30, 2023   44,178,376      
Beginning balance at Dec. 31, 2023 228,442 $ 5 688,124 (87) (459,600)
Beginning balance, Shares at Dec. 31, 2023   52,388,961      
Share-based compensation 5,261   5,261    
Issuance of common stock upon exercise of stock options 39   39    
Issuance of common stock upon exercise of stock options, Shares   28,227      
Issuance of common stock upon release of restricted stock units, Shares   423,869      
Shares withheld for the withholding tax on vesting of restricted stock (55)   (55)    
Shares withheld for the withholding tax on vesting of restricted stock, Shares   (25,286)      
Unrealized gain (loss) on available-for-sale securities (161)     (161)  
Net Income (Loss) (35,326)       (35,326)
Ending balance at Mar. 31, 2024 198,200 $ 5 693,369 (248) (494,926)
Ending balance, Shares at Mar. 31, 2024   52,815,771      
Beginning balance at Dec. 31, 2023 $ 228,442 $ 5 688,124 (87) (459,600)
Beginning balance, Shares at Dec. 31, 2023   52,388,961      
Issuance of common stock upon exercise of stock options, Shares 33,909        
Unrealized gain (loss) on available-for-sale securities $ (149)        
Net Income (Loss) (78,719)        
Ending balance at Jun. 30, 2024 159,960 $ 5 698,510 (236) (538,319)
Ending balance, Shares at Jun. 30, 2024   53,176,660      
Beginning balance at Mar. 31, 2024 198,200 $ 5 693,369 (248) (494,926)
Beginning balance, Shares at Mar. 31, 2024   52,815,771      
Share-based compensation 5,364   5,364    
Issuance of common stock upon exercise of stock options 15   15    
Issuance of common stock upon exercise of stock options, Shares   5,682      
Issuance of common stock upon release of restricted stock units, Shares   411,670      
Shares withheld for the withholding tax on vesting of restricted stock (238)   (238)    
Shares withheld for the withholding tax on vesting of restricted stock, Shares   (56,463)      
Unrealized gain (loss) on available-for-sale securities 12     12
Net Income (Loss) (43,393)       (43,393)
Ending balance at Jun. 30, 2024 $ 159,960 $ 5 $ 698,510 $ (236) $ (538,319)
Ending balance, Shares at Jun. 30, 2024   53,176,660      
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net loss $ (78,719) $ (71,129)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 2,741 2,103
Impairment of inventories 559 102
Change in fair value of warrant liability (3,080) (28)
Stock-based compensation 10,625 13,004
Amortization of right-of-use assets 1,703 1,498
Amortization of premium and accretion of discount on available-for-sale securities, net (2,096) (1,420)
Other 118 0
Changes in operating assets and liabilities:    
Accounts receivable (216) 2,019
Inventories (1,184) 61
Other current assets (3,156) (352)
Other noncurrent assets 317 (5)
Accounts payable 199 85
Accrued liabilities 288 (6,738)
Accrued employee costs (2,999) (1,205)
Lease liability (1,749) (1,459)
Other current liabilities 16,522 45
Net cash used in operating activities (60,127) (63,419)
Cash flows from investing activities:    
Purchase of property, plant and equipment (2,427) (2,388)
Purchase of available-for-sale securities (52,072) (74,126)
Proceeds from maturities of available-for-sale securities 99,940 107,094
Net cash provided by investing activities 45,441 30,580
Cash flows from financing activities:    
Payments of taxes withheld on net settled vesting of restricted stock units (293) (20)
Proceeds from exercise of stock options 54 116
Net cash (used in) provided by financing activities (239) 96
Net decrease in cash and cash equivalents (14,925) (32,743)
Beginning cash and cash equivalents 38,547 67,420
Ending cash and cash equivalents 23,622 34,677
Supplemental disclosures of cash flow information:    
Cash paid for interest 0 0
Cash paid for income taxes (66) 0
Supplemental disclosures of non-cash investing and financing activities:    
Unpaid property, plant and equipment purchases $ 113 $ 812
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ (43,393) $ (35,326) $ (35,955) $ (35,174) $ (78,719) $ (71,129)
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

10b5-1 Trading Plans

 

During the fiscal quarter ended June 30, 2024, no Section 16 director or officer adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act), except as follows:

 

On June 4, 2024, Stephen Zadesky, one of our directors, adopted a Rule 10b5-1 Trading Plan. Mr. Zadesky’s Rule 10b5-1 trading arrangement provides for the potential sale of up to 14,851 shares of our common stock, subject to certain conditions. The arrangement's expiration date is March 31, 2025.

 

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended June 30, 2024 by our directors and Section 16 officers.

Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arrangement Modified false
Non Rule 10b5-1 Arrangement Modified false
Stephen Zadesky [Member]  
Trading Arrangements, by Individual  
Name Stephen Zadesky
Title directors
Rule 10b5-1 Arrangement Adopted true
Adoption Date June 4, 2024
Aggregate Available 14,851
Expiration Date March 31, 2025
v3.24.2.u1
Description of Business and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Description of Business and Summary of Significant Accounting Policies

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.

The Company’s common stock and warrants are listed on the New York Stock Exchange stock market under the symbols “AEVA” and "AEVA.WS".

 

Basis of Presentation and Unaudited Interim Financial Statements

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

 

The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

 

These condensed consolidated financial statements and other information presented in this Form 10-Q should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

 

On March 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value (the “Common Stock”). Pursuant to the Reverse Stock Split, every five (5) shares of issued and outstanding shares of common stock were combined into one (1) share of common stock. Accordingly, unless we indicate otherwise, all the current period and historical per share data, number of shares issued and outstanding, stock awards, and other common stock equivalents for the periods presented in this Interim Report on Form 10-Q have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. There was no change to the shares authorized or in the par value per share of common stock of $0.0001.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. The Company did not issue fractional shares in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to fractional shares of common stock were instead entitled to receive a proportional cash payment. The number of shares of common stock issuable under our equity incentive plans and exercisable under the outstanding warrants were also proportionately adjusted.

Principles of Consolidation and Liquidity

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

The Company has funded its operations primarily through the Business Combination (the “Business Combination”) with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)) on March 12, 2021, and issuances of stock. As of June 30, 2024, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $160.2 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $538.3 million as of June 30, 2024. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development. Management believes that existing cash and cash equivalents, marketable securities, and Standby Equity Purchase Agreement (the "Facility Agreement," Note 10) will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

Significant Risks and Uncertainties

The Company is subject to those risks common in the technology industry and also those risks common to early stage companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any losses on its deposits of cash and cash equivalents and believes the exposure to risk of loss is not material. Risks associated with the Company’s marketable securities is mitigated by investing in investment-grade rated securities when purchased.

The Company’s accounts receivable are derived from customers located in North America, Asia, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral.

As of June 30, 2024, one customer accounted for 80% of the accounts receivable. As of December 31, 2023, one customer accounted for 42% of accounts receivable. As of June 30, 2024, one vendor accounted for 10% of the accounts payable. As of December 31, 2023, three vendors accounted for 12%, 11%, and 11% each of the accounts payable, respectively.

Recent Accounting Pronouncements

 

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our consolidated financial statements and related disclosures.

v3.24.2.u1
Revenue
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue

Note 2. Revenue

Disaggregation of Revenues

The Company disaggregates its revenue from contracts with customers by geographic region based on the primary billing address of the customer and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue for the three months ended June 30, 2024 and 2023, based on the disaggregation criteria described above were as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

 

Revenue

 

 

% of Revenue

 

 

Revenue

 

 

% of Revenue

 

Revenue by primary geographical market:

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

1,951

 

 

 

97

%

 

$

288

 

 

 

39

%

Europe

 

 

40

 

 

 

2

%

 

 

157

 

 

 

21

%

Asia

 

 

21

 

 

 

1

%

 

 

298

 

 

 

40

%

Total

 

$

2,012

 

 

 

100

%

 

$

743

 

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by timing of recognition:

 

 

 

 

 

 

 

 

 

 

 

 

Recognized at a point in time

 

$

1,394

 

 

 

69

%

 

$

510

 

 

 

69

%

Recognized over time

 

 

618

 

 

 

31

%

 

 

233

 

 

 

31

%

Total

 

$

2,012

 

 

 

100

%

 

$

743

 

 

 

100

%

 

 

 

 

 

 

Total revenue for the six months ended June 30, 2024 and 2023, based on the disaggregation criteria described above are as follows (in thousands):

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

 

Revenue

 

 

% of Revenue

 

 

Revenue

 

 

% of Revenue

 

Revenue by primary geographical market:

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

3,625

 

 

 

88

%

 

$

1,019

 

 

 

54

%

Europe

 

 

269

 

 

 

7

%

 

 

401

 

 

 

21

%

Asia

 

 

225

 

 

 

5

%

 

 

471

 

 

 

25

%

Total

 

$

4,119

 

 

 

100

%

 

$

1,891

 

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by timing of recognition:

 

 

 

 

 

 

 

 

 

 

 

 

Recognized at a point in time

 

$

3,108

 

 

 

75

%

 

$

1,457

 

 

 

77

%

Recognized over time

 

 

1,011

 

 

 

25

%

 

 

434

 

 

 

23

%

Total

 

$

4,119

 

 

 

100

%

 

$

1,891

 

 

 

100

%

 

The point in time revenue was primarily related to the product revenue and over time revenue was from non-recurring engineering services.

For the three months ended June 30, 2024, two customers accounted for 46% and 43% of the Company’s revenue, respectively. For the three months ended June 30, 2023, two customers accounted for 23% each of the Company’s revenue.

For the six months ended June 30, 2024, two customers accounted for 41% 40% of the Company’s revenue, respectively. For the six months ended June 30, 2023, three customers accounted for 21%, 14%, and 13% of the Company’s revenue, respectively.

Contract Assets and Contract Liabilities

As of June 30, 2024, and December 31, 2023, the Company had contract assets of $0 and $0.1 million, respectively, recognized in other current assets. As of June 30, 2024, and December 31, 2023, the Company had contract liabilities of $3.9 million and $2.1 million, respectively, included in other current liabilities.

v3.24.2.u1
Financial Instruments
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Financial Instruments

Note 3. Financial Instruments

 

The following tables summarize the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy:

 

 

 

June 30, 2024

 

 

 

Adjusted Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

 

Cash and Cash Equivalent

 

 

Marketable Securities

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

16,352

 

 

$

 

 

$

 

 

$

16,352

 

 

$

16,352

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

4,284

 

 

 

 

 

 

 

 

 

4,284

 

 

 

4,284

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. agency securities

 

 

23,664

 

 

 

 

 

 

(41

)

 

 

23,623

 

 

 

 

 

 

23,623

 

U.S. Treasury securities

 

 

20,239

 

 

 

 

 

 

(39

)

 

 

20,200

 

 

 

1,492

 

 

 

18,708

 

Commercial paper

 

 

35,923

 

 

 

 

 

 

(35

)

 

 

35,888

 

 

 

1,494

 

 

 

34,394

 

Corporate bonds

 

 

59,956

 

 

 

2

 

 

 

(123

)

 

 

59,835

 

 

 

 

 

 

59,835

 

Subtotal

 

 

139,782

 

 

 

2

 

 

 

(238

)

 

 

139,546

 

 

 

2,986

 

 

 

136,560

 

Total assets

 

$

160,417

 

 

$

2

 

 

$

(238

)

 

$

160,182

 

 

$

23,622

 

 

$

136,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

$

3,692

 

 

$

 

 

$

 

 

$

3,692

 

 

$

 

 

$

 

Total liabilities

 

$

3,692

 

 

$

 

 

$

 

 

$

3,692

 

 

$

 

 

$

 

 

 

 

December 31, 2023

 

 

 

Adjusted Cost

 

 

Unrealized Gain

 

 

Unrealized Losses

 

 

Fair Value

 

 

Cash and Cash Equivalent

 

 

Marketable Securities

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

21,799

 

 

$

 

 

$

 

 

$

21,799

 

 

$

21,799

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

6,266

 

 

 

 

 

 

 

 

 

6,266

 

 

 

6,266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. agency securities

 

 

35,962

 

 

 

8

 

 

 

(97

)

 

 

35,873

 

 

 

 

 

 

35,873

 

U.S. Treasury securities

 

 

18,323

 

 

 

1

 

 

 

(14

)

 

 

18,310

 

 

 

10,482

 

 

 

7,828

 

Commercial paper

 

 

38,491

 

 

 

25

 

 

 

(16

)

 

 

38,500

 

 

 

 

 

 

38,500

 

Corporate bonds

 

 

100,274

 

 

 

136

 

 

 

(130

)

 

 

100,280

 

 

 

 

 

 

100,280

 

Subtotal

 

 

193,050

 

 

 

170

 

 

 

(257

)

 

 

192,963

 

 

 

10,482

 

 

 

182,481

 

Total assets

 

$

221,115

 

 

$

170

 

 

$

(257

)

 

$

221,028

 

 

$

38,547

 

 

$

182,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

$

6,772

 

 

 

 

 

$

 

 

$

6,772

 

 

$

 

 

$

 

Total liabilities

 

$

6,772

 

 

 

 

 

$

 

 

$

6,772

 

 

$

 

 

$

 

 

The fair value of the private placement and Series A warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield.

 

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousand):

 

 

 

 

 

 

 

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Fair value, beginning balance

 

$

6,772

 

 

$

90

 

Fair value at issuance of Series A Warrants

 

 

 

 

 

6,450

 

Change in the fair value of Series A warrants included in other income (expense), net

 

 

(3,061

)

 

 

300

 

Change in the fair value of private placement warrants included in other income (expense), net

 

 

(19

)

 

 

(68

)

Fair value, closing balance

 

$

3,692

 

 

$

6,772

 

 

The key inputs into the Black-Scholes option pricing model for the private placement warrants were as follows for the relevant periods:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Expected term (years)

 

 

1.7

 

 

 

2.2

 

Expected volatility

 

 

87.4

%

 

 

94.1

%

Risk-free interest rate

 

 

4.90

%

 

 

4.23

%

Dividend yield

 

 

0

%

 

 

0

%

Exercise Price

 

$

57.50

 

 

$

57.50

 

 

The key inputs into the Black-Scholes option pricing model for the Series A warrants were as follows for the relevant periods:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Expected term (years)

 

 

3.5

 

 

 

4.0

 

Expected volatility

 

 

89.8

%

 

 

87.2

%

Risk-free interest rate

 

 

4.43

%

 

 

3.89

%

Dividend yield

 

 

0

%

 

 

0

%

Exercise Price

 

$

5.00

 

 

$

5.00

 

v3.24.2.u1
Acquisition and Intangible Assets
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Acquisition and Intangible Assets

Note 4. Acquisition of Intangible Assets

 

As of June 30, 2024, expected amortization expense relating to purchased intangible assets was as follows (in thousands):

 

 

 

 

Remainder of 2024

 

$

450

 

2025

 

 

900

 

2026

 

 

825

 

Total future amortization

 

$

2,175

 

v3.24.2.u1
Inventories
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Inventories

Note 5. Inventories

Inventories consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Raw materials

 

$

2,108

 

 

$

2,178

 

Work-in-progress

 

 

42

 

 

 

136

 

Finished goods

 

 

849

 

 

 

60

 

Total inventories

 

$

2,999

 

 

$

2,374

 

v3.24.2.u1
Property, Plant and Equipment
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment

Note 6. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Computer equipment

 

$

3,007

 

 

$

2,795

 

Lab equipment

 

 

7,676

 

 

 

7,151

 

Leasehold improvements

 

 

3,324

 

 

 

3,148

 

Construction in progress

 

 

773

 

 

 

1,434

 

Testing equipment

 

 

1,854

 

 

 

1,455

 

Manufacturing equipment

 

 

5,768

 

 

 

4,269

 

Furniture, fixtures and other equipment

 

 

563

 

 

 

458

 

Total property, plant and equipment

 

$

22,965

 

 

$

20,710

 

Less: accumulated depreciation

 

 

(10,810

)

 

 

(8,596

)

Total property, plant and equipment, net

 

$

12,155

 

 

$

12,114

 

 

Depreciation related to property, plant, and equipment was $1.2 million and $1.0 million for the three months ended June 30, 2024 and June 30, 2023, respectively, and $2.3 million and $1.7 million for the six months ended June 30, 2024, and June 30, 2023, respectively.

v3.24.2.u1
Other Current Assets
6 Months Ended
Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Current Assets

Note 7. Other current assets

 

Other current assets consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Prepaid expenses

 

$

3,008

 

 

$

2,228

 

Contract assets

 

 

 

 

 

140

 

Vendor deposits

 

 

1,321

 

 

 

1,104

 

Other current assets

 

 

4,022

 

 

 

1,723

 

Total other current assets

 

$

8,351

 

 

$

5,195

 

v3.24.2.u1
Other non-current assets
6 Months Ended
Jun. 30, 2024
Other Assets, Noncurrent [Abstract]  
Other non-current assets

Note 8. Other non-current assets

 

Other non-current assets consist of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Non marketable equity investments

 

$

5,000

 

 

$

5,000

 

Security deposit

 

 

815

 

 

$

1,116

 

Other non-current assets

 

 

 

 

 

16

 

Total other non-current assets

 

$

5,815

 

 

$

6,132

 

 

In November 2023, the Company made an investment in 700,440 shares of preferred stock of a private company for a cash consideration of $5.0 million, which is classified as non-marketable equity investment. The Company’s investment in the private company represents less than 1% of total capitalization. The Company neither has significant influence over the private company nor does the investment amount to a controlling financial interest in the private company. The Company elected to apply the measurement alternative, and as such, records the investment at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes in orderly transactions. During the period ended June 30, 2024, the Company did not identify any impairment or observable price changes for this non-marketable equity investment.

v3.24.2.u1
Other Current Liabilities
6 Months Ended
Jun. 30, 2024
Other Liabilities, Current [Abstract]  
Other Current Liabilities

Note 9. Other current liabilities

 

Other current liabilities consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Litigation settlement

 

$

14,000

 

 

$

 

Other current liabilities

 

 

5,046

 

 

 

2,524

 

Total other current liabilities

 

$

19,046

 

 

$

2,524

 

v3.24.2.u1
Financing transaction
6 Months Ended
Jun. 30, 2024
Warrants and Rights Note Disclosure [Abstract]  
Financing transaction

Note 10. Financing transaction

 

Private Investment

 

On November 8, 2023, the Company entered into Subscription Agreements (the “Subscription Agreements”) with entities affiliated with Sylebra Capital Limited (“Sylebra”) and Adage Capital Management, providing for the purchase of an aggregate of 7,360,460 shares of the Company’s common stock, $0.0001 par value per share (the “PIPE Shares”), at a price of $2.90 per PIPE Share for an aggregate purchase price of approximately $21.4 million (the “Private Placement”). The PIPE Shares are recorded as outstanding common stock.

Standby Equity Purchase Agreement

 

On November 8, 2023, the Company also entered into a Standby Equity Purchase Agreement (the “Facility Agreement”) with entities affiliated with Sylebra, pursuant to which the Company will have the right, but not the obligation to sell to Sylebra up to $125 million of its shares of preferred stock, subject to satisfaction of certain conditions, by November 8, 2026. Each sale the Company requests under the Facility Agreement (each, an “Advance” and collectively, the “Advances”) may be for a number of shares of preferred stock with an aggregate value of at least $25.0 million but not more than $50.0 million (except with Sylebra’s consent).

 

When and if issued, the preferred stock will be issued at a price per share of $10,000. Holders of the preferred stock will be entitled to a quarterly dividend at the rate of 7.0% per annum payable in cash or in kind at the option of the Company. The preferred stock will have an initial liquidation preference of $12,000 per share, plus accrued dividends. The preferred stock will have no voting rights as a class or series except in such instances as required by Delaware law or certain matters enumerated in the facility agreement related to the protection of the preferred stock.

 

The preferred stock will be convertible at the option of the holders into the number of shares of Common Stock equal to $10,000 divided by the then-applicable conversion price. At any time after the two year anniversary of any issuance of any series of preferred stock, the Company will have the option to convert all (but not less than all) of any series of then-outstanding preferred stock by paying a make-whole payment, in either stock or cash, equal to three years of dividends, provided that the closing price of the Common Stock exceeds 250% of the then-applicable conversion price for at least 20 out of 30 consecutive trading days prior to the date of conversion. To the extent, if any, a conversion would result in the holder thereof becoming the beneficial owner of more than 19.9% of the Company’s outstanding Common Stock, the Company will issue the Investor Pre-Funded Warrant in the form attached to the Facility Agreement. The preferred stock will be subject to customary pre-emptive rights.

 

The Company’s right to request Advances is conditioned upon the Company achieving a minimum of one new passenger auto-original equipment manufacturer (“OEM”) or commercial OEM program award with at least a 50,000 unit volume, the trading price of the Common Stock

being below $15 at the time of the Advance request and other customary conditions. Prior to any Advance, the Company will assess its capital needs and other factors, including the impact of an Advance on the Company’s outstanding executive pledge arrangements.

 

The preferred stock issued in connection with the facility agreement ranks senior to common stock upon the Company’s liquidation, dissolution or winding up. The preferred stock is entitled to priority cumulative dividends which shall accrue daily from and after the original issue date of such share and shall compound on a quarterly basis on each dividend payment date. The accrued dividends shall in all cases be payable upon liquidation.

 

The Company shall pay dividends on each share of preferred stock in cash or in kind through issuance of shares of common stock with an aggregate value equal to the amount of the dividend to have been paid divided by the dividend conversion price. The board of directors of the Company may at its sole discretion elect to pay the dividends in cash in lieu of shares of common stock. The convertible redeemable preferred stock have no voting rights unless they are converted into shares of common stock.

 

Holders may, at their option, elect to convert some or all preferred stock held by such holder, at any time and from time to time prior to a change of control, into a number of shares of common stock per share of the preferred stock equal to (x) the quotient of the issuance price divided by the conversion price in effect at the time of conversion. At any time on or after the two-year anniversary of the issuance date, the Company shall have the right to redeem the preferred stock of any holder outstanding at such time at the issuance price plus three (3) years of dividend payment (“Redemption price”); provided, that (a) the closing price of a share of common stock exceeds 250% of the then-applicable conversion price per share for at least 20 out of 30 consecutive trading days prior to the redemption date and (b) a shelf registration statement that is required to be effective pursuant to the registration rights agreement on such date shall be effective on such date with respect to the applicable holder. The redemption price shall be payable in cash or in shares of common stock. Additionally, upon the occurrence of a change of control, the holders of preferred stock shall be entitled to receive in full a liquidating purchase in cash and in the amount per share of the preferred stock equal to the sum of (i) the liquidation preference plus (ii) accrued dividends with respect to such shares of preferred stock.

 

In connection with this financing, the Company also paid the entities affiliated with Sylebra, (a) a facility fee in the amount of $2.5 million, (b) an origination fee in the amount of $0.6 million, (c) an administrative fee in the amount of $0.3 million and (d) fees and expenses of the investor and its counsel, of approximately $0.4 million. The issuance costs related to the Facility Agreement were expensed as incurred as it failed to meet the equity classification guidance under ASC 815-40, and were deemed to be a derivative asset. The fair value of the derivative asset was not material as of and for the period ended June 30, 2024.

 

In addition, upon receipt of stockholder approval in December 2023, the Company issued to Sylebra 3,000,000 Series A Warrants to purchase shares of Common Stock at an exercise price of $5.00. The Company analyzed the Series A Warrants and determined that they are freestanding and do not exhibit any of the characteristics within ASC 480, and as such do not meet the characteristics of a liability under ASC 480. However, Series A Warrants do not meet all requirements for equity classification under ASC 815, and therefore are classified as a liability on the Company’s consolidated balance sheets.

 

As of June 30, 2024, the Company had 3,000,000 Series A Warrants outstanding. The Series A Warrants were issued as consideration for entering into the Facility Agreement as discussed above. Each Series A Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $5.00 per share. Each Series A Warrant is currently exercisable and expires in December 2027. Holders shall not have the right to exercise the Series A Warrants to the extent that after giving effect to such exercise, such person would beneficially own in excess of 19.9% of the Company’s outstanding common stock immediately after giving effect to such exercise.

 

The exercise price and number of shares of common stock issuable upon exercise of the Series A Warrants may be adjusted in certain circumstances including in the event of a stock dividend or split, subsequent rights offerings, pro rata purchases, merger, reorganization, recapitalization, or spin-off. However, the Series A Warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. The Series A Warrants do not entitle the holders to any voting rights, dividends or other rights as a stockholder of the Company prior to being exercised for common stock.

v3.24.2.u1
Capital Structure
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Capital Structure

Note 11. Capital Structure

As of June 30, 2024, the Company had authorized to issue up to 422,000,000 shares of common stock, each with a par value of $0.0001 per share.

 

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of June 30, 2024 and December 31, 2023, no shares of preferred stock were issued and outstanding.

Warrants

 

As of June 30, 2024, the Company had 2,414,976 public and 76,800 private warrants outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $57.50 per share. Additionally, the Company also issued 3,000,000 Series A Warrants in connection with the facility agreement. Each Series A Warrants entitles the registered holder to purchase one share of common stock at an exercise price of $5.00 per share.

v3.24.2.u1
Earnings (Loss) Per Share
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 12. Earnings (Loss) Per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(43,393

)

 

$

(35,955

)

 

 

(78,719

)

 

 

(71,129

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding — Basic

 

 

52,995,093

 

 

 

44,104,251

 

 

 

52,868,909

 

 

 

44,015,402

 

Dilutive effect of potential common stock

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding — Diluted

 

 

52,995,093

 

 

 

44,104,251

 

 

 

52,868,909

 

 

 

44,015,402

 

Net loss per share attributable to common stockholders — Basic and Diluted

 

$

(0.82

)

 

$

(0.82

)

 

$

(1.49

)

 

$

(1.62

)

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

Common stock options issued and outstanding

 

 

2,380,423

 

 

 

2,598,123

 

Restricted stock units

 

 

6,998,973

 

 

 

5,186,667

 

Performance-based restricted stock units

 

 

1,911,765

 

 

 

1,911,765

 

Common stock warrants

 

 

2,491,776

 

 

 

2,491,776

 

Series A warrants

 

 

3,000,000

 

 

 

 

Total

 

 

16,782,937

 

 

 

12,188,330

 

v3.24.2.u1
Stock-based Compensation
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation

Note 13. Stock-based Compensation

Stock Options

The Company maintains the 2016 Stock Incentive Plan and the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options, non-qualified stock options and restricted stock units (“RSU”) may be granted to employees. Under the Stock Plans, the Company has 1,726,347 shares available for issuance as of June 30, 2024.

Under the terms of the Stock Plans, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options are permitted to be granted below fair market value of the stock on the date of grant. The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, typically stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a ten-year period to exercise the options before they expire.

A summary of the Company’s stock option activity, for the six months ended June 30, 2024, was as follows:

 

 

 

Number of
Options

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Life (Years)

 

 

Aggregate
Intrinsic Value
(in thousands)

 

Outstanding as of December 31, 2023

 

 

2,414,730

 

 

$

2.79

 

 

 

5.73

 

 

$

4,004

 

Exercised

 

 

(33,909

)

 

 

1.57

 

 

 

 

 

 

 

Forfeited

 

 

(398

)

 

 

2.74

 

 

 

 

 

 

 

Outstanding as of June 30, 2024

 

 

2,380,423

 

 

$

2.81

 

 

 

5.25

 

 

$

1,341

 

Vested and exercisable as of June 30, 2024

 

 

2,322,245

 

 

$

2.51

 

 

 

5.18

 

 

$

1,341

 

Vested and expected to vest as of June 30, 2024

 

 

2,380,423

 

 

$

2.81

 

 

 

5.25

 

 

$

1,341

 

There were no options granted during the six months ended June 30, 2024. As of June 30, 2024, the Company had $0.4 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 1.4 years.

Restricted Stock Units and Performance-based Restricted Stock Units (“PBRSU”)

 

In May 2023, the Company granted a total of 1,176,471 PBRSUs to certain executives that vest on achieving certain operational milestones as defined in the individual grant agreements subject to continued employment through 2025. Stock-based compensation expense is recognized over

the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. If satisfaction of the performance condition is not probable, stock-based compensation cost recognition is deferred until it becomes probable. The Company reassesses the probability as to whether satisfaction of the performance condition is probable on a quarterly basis, and stock-based compensation cost is adjusted based on the portion of the requisite service provided. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest or the performance period lapses. The weighted-average grant date PBRSU fair value of $5.10 per share is determined based upon the market closing price of the Company’s common stock on the date of grant. As of June 30, 2024, the total unrecognized compensation expense related to the performance-based PBRSUs was $1.1 million, which is expected to be amortized over a weighted-average period of 1.5 years.

In May 2023, the Company also granted a total of 735,294 market-based PBRSUs to certain executives that vest over a multi-year period, upon continued service and when the volume-weighted average price per share (“WVAP Average”) of the Company’s common stock for the preceding 30 consecutive trading days equals or exceeds the target stock price for the indicated year. The Company recognizes stock-based compensation based upon the grant date fair value on an accelerated attribution basis over the requisite service period of the award. Provided that the requisite service is rendered, the total fair value of the market-based PBRSUs at the date of grant is recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the achievement of the specified market criteria. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest. The weighted-average grant date fair value of the market-based PBRSUs was $1.40 per share. The Company estimated the fair value of the market-based PBRSUs award on the grant date using the Monte Carlo simulation model with the following assumptions:

 

 

June 30, 2024

 

Expected term (years)

 

0.5 - 4.7

 

Expected volatility

 

 

70.9

%

Risk-free interest rate

 

 

3.29

%

Dividend yield

 

 

0

%

Share price

 

$

5.10

 

 

As of June 30, 2024, the total unrecognized compensation expense related to the market-based PBRSUs was $0.6 million, which is expected to be amortized over a weighted-average period of 2.8 years.

 

The following table summarizes our RSU activity for the six months ended June 30, 2024:

 

 

 

Shares

 

 

Weighted Average
Grant Date
Fair Value
per Share

 

Outstanding as of December 31, 2023

 

 

5,204,177

 

 

$

9.65

 

Granted

 

 

3,343,772

 

 

 

3.58

 

Released

 

 

(835,539

)

 

 

12.86

 

Forfeited

 

 

(713,437

)

 

 

8.80

 

Outstanding as of June 30, 2024

 

 

6,998,973

 

 

$

6.45

 

 

As of June 30, 2024, the Company had $37.7 million of unrecognized stock-based compensation expense related to the RSUs. This cost is expected to be recognized over a weighted-average period of 2.7 years. The above table excludes 1,911,765 PBRSUs granted to certain executive officers during the year ended December 31, 2023, and outstanding as of the six months ended June 30, 2024.

Compensation expense

Total stock-based compensation expense by function was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of revenue

 

$

64

 

 

$

367

 

 

$

166

 

 

$

697

 

Research and development expenses

 

 

4,189

 

 

 

5,213

 

 

 

8,178

 

 

 

9,623

 

General and administrative expenses

 

 

913

 

 

 

1,216

 

 

 

1,820

 

 

 

2,335

 

Selling and marketing expenses

 

 

198

 

 

 

245

 

 

 

461

 

 

 

349

 

Total

 

$

5,364

 

 

$

7,041

 

 

$

10,625

 

 

$

13,004

 

v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

Note 14. Income Taxes

 

There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the six months ended June 30, 2024, the Company recognized a $0.1 million provision for income taxes related to foreign operations.

The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has completed an analysis as of December 31, 2022 and doesn’t expect any net operating loss carryforwards or tax credit carryforwards to expire due to a limitation.

v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 15. Commitments and Contingencies

Leases

The weighted-average remaining lease terms were 1.7 years and 2.0 years as of June 30, 2024 and December 31, 2023, respectively. The weighted-average discount rates were 6.04% as of June 30, 2024 and December 31, 2023, respectively. Operating lease cost for the three months ended June 30, 2024, and 2023, was $1.1 million and $0.8 million, respectively. Operating lease cost for the six months ended June 30, 2024, and 2023, was $2.1 million and $1.8 million, respectively.

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of June 30, 2024 (in thousands):

 

 

 

Operating Leases

 

Remainder of 2024

 

$

1,995

 

2025

 

 

3,157

 

2026

 

 

728

 

Total minimum lease payments

 

 

5,880

 

Less: imputed interest

 

 

(276

)

Total lease liability

 

$

5,605

 

Litigation

 

From time to time, the Company is involved in actions, claims, suits, and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.

 

Litigation – other matters

 

On March 7, 2024, a putative class action lawsuit was filed in the Court of Chancery of the State of Delaware against InterPrivate Acquisition Management LLC, InterPrivate LLC, and former directors and officers of InterPrivate Acquisition Corp (“IPV”). The lawsuit is captioned Louis Smith v. Ahmed M. Fattouh, et al., (Del. Ch. 2024). On June 3, 2024, a second putative class action lawsuit was filed in the Court of Chancery of the State of Delaware against IPV and Soroush Salehian and Mina Rezk (collectively, the “Delaware Stockholder Litigation”). Among other remedies, the complaints seek damages and attorneys’ fees and costs. In connection with IPV’s March 12, 2021, business combination transaction with Aeva Inc., Aeva agreed to assume certain indemnification obligations to IPV’s former directors and officers.

On July 2, 2024, the Company and the parties to the Delaware Stockholder Litigation entered into a term sheet, which is being memorialized into a formal settlement agreement and which will be subject to court approval, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, the Company has agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims related to the business combination and expects to recover $2.5 million from insurance carrier. The settlement is being paid pursuant to the Company’s indemnification obligations and from available director and officer insurance policies.

As of June 30, 2024, the Company has accrued a contingent liability of $14.0 million in other current liabilities on the accompanying condensed consolidated balance sheets in connection with the settlement of the Delaware Stockholder Litigation, and a $2.5 million insurance recovery in other current assets on the accompanying condensed consolidated balance sheets. The Company has also incurred legal expenses in connection with the Delaware Stockholder Litigation, which have been expensed as incurred and are included in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.

Indemnifications

In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Guarantees, (Topic 460), except for standard indemnification provisions that are contained within many of the Company’s customer agreements and give rise only to disclosure requirements prescribed by Topic 460. Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations.

v3.24.2.u1
Segment Information
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Information

Note 16. Segment Information

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision-maker (“CODM”), consisting of the Company’s chief executive officer and the Company’s chief technology officer as a group, in deciding how to allocate resources and assess the Company’s financial and operational performance. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, the Company has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the condensed consolidated financial statements.

Long-Lived Assets

The following table sets forth the Company’s property and equipment, net by geographic region (in thousands):

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

North America

 

$

7,948

 

 

$

8,675

 

Asia

 

 

4,207

 

 

 

3,439

 

Total

 

$

12,155

 

 

$

12,114

 

v3.24.2.u1
Description of Business and Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Description of Business

Description of Business

Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.

The Company’s common stock and warrants are listed on the New York Stock Exchange stock market under the symbols “AEVA” and "AEVA.WS".

Basis of Presentation and Unaudited Interim Financial Statements

Basis of Presentation and Unaudited Interim Financial Statements

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

 

The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

 

These condensed consolidated financial statements and other information presented in this Form 10-Q should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.

 

On March 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value (the “Common Stock”). Pursuant to the Reverse Stock Split, every five (5) shares of issued and outstanding shares of common stock were combined into one (1) share of common stock. Accordingly, unless we indicate otherwise, all the current period and historical per share data, number of shares issued and outstanding, stock awards, and other common stock equivalents for the periods presented in this Interim Report on Form 10-Q have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. There was no change to the shares authorized or in the par value per share of common stock of $0.0001.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. The Company did not issue fractional shares in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to fractional shares of common stock were instead entitled to receive a proportional cash payment. The number of shares of common stock issuable under our equity incentive plans and exercisable under the outstanding warrants were also proportionately adjusted.

Principal of Consolidation and Liquidity

Principles of Consolidation and Liquidity

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

The Company has funded its operations primarily through the Business Combination (the “Business Combination”) with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)) on March 12, 2021, and issuances of stock. As of June 30, 2024, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $160.2 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $538.3 million as of June 30, 2024. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development. Management believes that existing cash and cash equivalents, marketable securities, and Standby Equity Purchase Agreement (the "Facility Agreement," Note 10) will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

Significant Risks and Uncertainties

Significant Risks and Uncertainties

The Company is subject to those risks common in the technology industry and also those risks common to early stage companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any losses on its deposits of cash and cash equivalents and believes the exposure to risk of loss is not material. Risks associated with the Company’s marketable securities is mitigated by investing in investment-grade rated securities when purchased.

The Company’s accounts receivable are derived from customers located in North America, Asia, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral.

As of June 30, 2024, one customer accounted for 80% of the accounts receivable. As of December 31, 2023, one customer accounted for 42% of accounts receivable. As of June 30, 2024, one vendor accounted for 10% of the accounts payable. As of December 31, 2023, three vendors accounted for 12%, 11%, and 11% each of the accounts payable, respectively.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our consolidated financial statements and related disclosures.

v3.24.2.u1
Revenue (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Summary of Disaggregated Revenue by Geographic Region Total revenue for the three months ended June 30, 2024 and 2023, based on the disaggregation criteria described above were as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

 

Revenue

 

 

% of Revenue

 

 

Revenue

 

 

% of Revenue

 

Revenue by primary geographical market:

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

1,951

 

 

 

97

%

 

$

288

 

 

 

39

%

Europe

 

 

40

 

 

 

2

%

 

 

157

 

 

 

21

%

Asia

 

 

21

 

 

 

1

%

 

 

298

 

 

 

40

%

Total

 

$

2,012

 

 

 

100

%

 

$

743

 

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by timing of recognition:

 

 

 

 

 

 

 

 

 

 

 

 

Recognized at a point in time

 

$

1,394

 

 

 

69

%

 

$

510

 

 

 

69

%

Recognized over time

 

 

618

 

 

 

31

%

 

 

233

 

 

 

31

%

Total

 

$

2,012

 

 

 

100

%

 

$

743

 

 

 

100

%

 

 

 

 

 

 

Total revenue for the six months ended June 30, 2024 and 2023, based on the disaggregation criteria described above are as follows (in thousands):

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

 

Revenue

 

 

% of Revenue

 

 

Revenue

 

 

% of Revenue

 

Revenue by primary geographical market:

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

3,625

 

 

 

88

%

 

$

1,019

 

 

 

54

%

Europe

 

 

269

 

 

 

7

%

 

 

401

 

 

 

21

%

Asia

 

 

225

 

 

 

5

%

 

 

471

 

 

 

25

%

Total

 

$

4,119

 

 

 

100

%

 

$

1,891

 

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by timing of recognition:

 

 

 

 

 

 

 

 

 

 

 

 

Recognized at a point in time

 

$

3,108

 

 

 

75

%

 

$

1,457

 

 

 

77

%

Recognized over time

 

 

1,011

 

 

 

25

%

 

 

434

 

 

 

23

%

Total

 

$

4,119

 

 

 

100

%

 

$

1,891

 

 

 

100

%

v3.24.2.u1
Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Summary of Financial assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables summarize the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy:

 

 

 

June 30, 2024

 

 

 

Adjusted Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

 

Cash and Cash Equivalent

 

 

Marketable Securities

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

16,352

 

 

$

 

 

$

 

 

$

16,352

 

 

$

16,352

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

4,284

 

 

 

 

 

 

 

 

 

4,284

 

 

 

4,284

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. agency securities

 

 

23,664

 

 

 

 

 

 

(41

)

 

 

23,623

 

 

 

 

 

 

23,623

 

U.S. Treasury securities

 

 

20,239

 

 

 

 

 

 

(39

)

 

 

20,200

 

 

 

1,492

 

 

 

18,708

 

Commercial paper

 

 

35,923

 

 

 

 

 

 

(35

)

 

 

35,888

 

 

 

1,494

 

 

 

34,394

 

Corporate bonds

 

 

59,956

 

 

 

2

 

 

 

(123

)

 

 

59,835

 

 

 

 

 

 

59,835

 

Subtotal

 

 

139,782

 

 

 

2

 

 

 

(238

)

 

 

139,546

 

 

 

2,986

 

 

 

136,560

 

Total assets

 

$

160,417

 

 

$

2

 

 

$

(238

)

 

$

160,182

 

 

$

23,622

 

 

$

136,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

$

3,692

 

 

$

 

 

$

 

 

$

3,692

 

 

$

 

 

$

 

Total liabilities

 

$

3,692

 

 

$

 

 

$

 

 

$

3,692

 

 

$

 

 

$

 

 

 

 

December 31, 2023

 

 

 

Adjusted Cost

 

 

Unrealized Gain

 

 

Unrealized Losses

 

 

Fair Value

 

 

Cash and Cash Equivalent

 

 

Marketable Securities

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

21,799

 

 

$

 

 

$

 

 

$

21,799

 

 

$

21,799

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

6,266

 

 

 

 

 

 

 

 

 

6,266

 

 

 

6,266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. agency securities

 

 

35,962

 

 

 

8

 

 

 

(97

)

 

 

35,873

 

 

 

 

 

 

35,873

 

U.S. Treasury securities

 

 

18,323

 

 

 

1

 

 

 

(14

)

 

 

18,310

 

 

 

10,482

 

 

 

7,828

 

Commercial paper

 

 

38,491

 

 

 

25

 

 

 

(16

)

 

 

38,500

 

 

 

 

 

 

38,500

 

Corporate bonds

 

 

100,274

 

 

 

136

 

 

 

(130

)

 

 

100,280

 

 

 

 

 

 

100,280

 

Subtotal

 

 

193,050

 

 

 

170

 

 

 

(257

)

 

 

192,963

 

 

 

10,482

 

 

 

182,481

 

Total assets

 

$

221,115

 

 

$

170

 

 

$

(257

)

 

$

221,028

 

 

$

38,547

 

 

$

182,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

$

6,772

 

 

 

 

 

$

 

 

$

6,772

 

 

$

 

 

$

 

Total liabilities

 

$

6,772

 

 

 

 

 

$

 

 

$

6,772

 

 

$

 

 

$

 

 

Summary of Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousand):

 

 

 

 

 

 

 

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Fair value, beginning balance

 

$

6,772

 

 

$

90

 

Fair value at issuance of Series A Warrants

 

 

 

 

 

6,450

 

Change in the fair value of Series A warrants included in other income (expense), net

 

 

(3,061

)

 

 

300

 

Change in the fair value of private placement warrants included in other income (expense), net

 

 

(19

)

 

 

(68

)

Fair value, closing balance

 

$

3,692

 

 

$

6,772

 

Schedule of Black-Scholes Option Pricing Model For Private Warrants

The key inputs into the Black-Scholes option pricing model for the private placement warrants were as follows for the relevant periods:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Expected term (years)

 

 

1.7

 

 

 

2.2

 

Expected volatility

 

 

87.4

%

 

 

94.1

%

Risk-free interest rate

 

 

4.90

%

 

 

4.23

%

Dividend yield

 

 

0

%

 

 

0

%

Exercise Price

 

$

57.50

 

 

$

57.50

 

 

The key inputs into the Black-Scholes option pricing model for the Series A warrants were as follows for the relevant periods:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Expected term (years)

 

 

3.5

 

 

 

4.0

 

Expected volatility

 

 

89.8

%

 

 

87.2

%

Risk-free interest rate

 

 

4.43

%

 

 

3.89

%

Dividend yield

 

 

0

%

 

 

0

%

Exercise Price

 

$

5.00

 

 

$

5.00

 

v3.24.2.u1
Acquisition and Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of expected amortization expense relating to purchased intangible assets

As of June 30, 2024, expected amortization expense relating to purchased intangible assets was as follows (in thousands):

 

 

 

 

Remainder of 2024

 

$

450

 

2025

 

 

900

 

2026

 

 

825

 

Total future amortization

 

$

2,175

 

v3.24.2.u1
Inventories (Tables)
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories

Inventories consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Raw materials

 

$

2,108

 

 

$

2,178

 

Work-in-progress

 

 

42

 

 

 

136

 

Finished goods

 

 

849

 

 

 

60

 

Total inventories

 

$

2,999

 

 

$

2,374

 

v3.24.2.u1
Property, Plant and Equipment (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Computer equipment

 

$

3,007

 

 

$

2,795

 

Lab equipment

 

 

7,676

 

 

 

7,151

 

Leasehold improvements

 

 

3,324

 

 

 

3,148

 

Construction in progress

 

 

773

 

 

 

1,434

 

Testing equipment

 

 

1,854

 

 

 

1,455

 

Manufacturing equipment

 

 

5,768

 

 

 

4,269

 

Furniture, fixtures and other equipment

 

 

563

 

 

 

458

 

Total property, plant and equipment

 

$

22,965

 

 

$

20,710

 

Less: accumulated depreciation

 

 

(10,810

)

 

 

(8,596

)

Total property, plant and equipment, net

 

$

12,155

 

 

$

12,114

 

 

v3.24.2.u1
Other Current Assets (Tables)
6 Months Ended
Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Other Current Assets

Other current assets consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Prepaid expenses

 

$

3,008

 

 

$

2,228

 

Contract assets

 

 

 

 

 

140

 

Vendor deposits

 

 

1,321

 

 

 

1,104

 

Other current assets

 

 

4,022

 

 

 

1,723

 

Total other current assets

 

$

8,351

 

 

$

5,195

 

v3.24.2.u1
Other non-current assets (Tables)
6 Months Ended
Jun. 30, 2024
Other Assets, Noncurrent [Abstract]  
Schedule of Other Non-Current Assets

Other non-current assets consist of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Non marketable equity investments

 

$

5,000

 

 

$

5,000

 

Security deposit

 

 

815

 

 

$

1,116

 

Other non-current assets

 

 

 

 

 

16

 

Total other non-current assets

 

$

5,815

 

 

$

6,132

 

v3.24.2.u1
Other Current Liabilities (Tables)
6 Months Ended
Jun. 30, 2024
Other Liabilities, Current [Abstract]  
Schedule of Other Current Liabilities

Other current liabilities consisted of the following (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Litigation settlement

 

$

14,000

 

 

$

 

Other current liabilities

 

 

5,046

 

 

 

2,524

 

Total other current liabilities

 

$

19,046

 

 

$

2,524

 

v3.24.2.u1
Earnings (Loss) Per Share (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(43,393

)

 

$

(35,955

)

 

 

(78,719

)

 

 

(71,129

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding — Basic

 

 

52,995,093

 

 

 

44,104,251

 

 

 

52,868,909

 

 

 

44,015,402

 

Dilutive effect of potential common stock

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding — Diluted

 

 

52,995,093

 

 

 

44,104,251

 

 

 

52,868,909

 

 

 

44,015,402

 

Net loss per share attributable to common stockholders — Basic and Diluted

 

$

(0.82

)

 

$

(0.82

)

 

$

(1.49

)

 

$

(1.62

)

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

Common stock options issued and outstanding

 

 

2,380,423

 

 

 

2,598,123

 

Restricted stock units

 

 

6,998,973

 

 

 

5,186,667

 

Performance-based restricted stock units

 

 

1,911,765

 

 

 

1,911,765

 

Common stock warrants

 

 

2,491,776

 

 

 

2,491,776

 

Series A warrants

 

 

3,000,000

 

 

 

 

Total

 

 

16,782,937

 

 

 

12,188,330

 

v3.24.2.u1
Stock-based Compensation (Tables)
6 Months Ended
Jun. 30, 2024
Schedule of Stock Options Activity

A summary of the Company’s stock option activity, for the six months ended June 30, 2024, was as follows:

 

 

 

Number of
Options

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Life (Years)

 

 

Aggregate
Intrinsic Value
(in thousands)

 

Outstanding as of December 31, 2023

 

 

2,414,730

 

 

$

2.79

 

 

 

5.73

 

 

$

4,004

 

Exercised

 

 

(33,909

)

 

 

1.57

 

 

 

 

 

 

 

Forfeited

 

 

(398

)

 

 

2.74

 

 

 

 

 

 

 

Outstanding as of June 30, 2024

 

 

2,380,423

 

 

$

2.81

 

 

 

5.25

 

 

$

1,341

 

Vested and exercisable as of June 30, 2024

 

 

2,322,245

 

 

$

2.51

 

 

 

5.18

 

 

$

1,341

 

Vested and expected to vest as of June 30, 2024

 

 

2,380,423

 

 

$

2.81

 

 

 

5.25

 

 

$

1,341

 

There were no options granted during the six months ended June 30, 2024.
Schedule of Restricted Stock Activity

The following table summarizes our RSU activity for the six months ended June 30, 2024:

 

 

 

Shares

 

 

Weighted Average
Grant Date
Fair Value
per Share

 

Outstanding as of December 31, 2023

 

 

5,204,177

 

 

$

9.65

 

Granted

 

 

3,343,772

 

 

 

3.58

 

Released

 

 

(835,539

)

 

 

12.86

 

Forfeited

 

 

(713,437

)

 

 

8.80

 

Outstanding as of June 30, 2024

 

 

6,998,973

 

 

$

6.45

 

 

Schedule of Fair Value Weighted-Average Assumptions The Company estimated the fair value of the market-based PBRSUs award on the grant date using the Monte Carlo simulation model with the following assumptions:

 

 

June 30, 2024

 

Expected term (years)

 

0.5 - 4.7

 

Expected volatility

 

 

70.9

%

Risk-free interest rate

 

 

3.29

%

Dividend yield

 

 

0

%

Share price

 

$

5.10

 

Summary of Stock-Based Compensation Expense

Total stock-based compensation expense by function was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of revenue

 

$

64

 

 

$

367

 

 

$

166

 

 

$

697

 

Research and development expenses

 

 

4,189

 

 

 

5,213

 

 

 

8,178

 

 

 

9,623

 

General and administrative expenses

 

 

913

 

 

 

1,216

 

 

 

1,820

 

 

 

2,335

 

Selling and marketing expenses

 

 

198

 

 

 

245

 

 

 

461

 

 

 

349

 

Total

 

$

5,364

 

 

$

7,041

 

 

$

10,625

 

 

$

13,004

 

v3.24.2.u1
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Summary of Maturity Analysis of the Annual Undiscounted Cash Flows of Operating Lease Liabilities

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of June 30, 2024 (in thousands):

 

 

 

Operating Leases

 

Remainder of 2024

 

$

1,995

 

2025

 

 

3,157

 

2026

 

 

728

 

Total minimum lease payments

 

 

5,880

 

Less: imputed interest

 

 

(276

)

Total lease liability

 

$

5,605

 

v3.24.2.u1
Segment Information (Tables)
6 Months Ended
Jun. 30, 2024
Geographic Areas, Long-Lived Assets [Abstract]  
Schedule of Property and Equipment by Geographic Region

The following table sets forth the Company’s property and equipment, net by geographic region (in thousands):

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

North America

 

$

7,948

 

 

$

8,675

 

Asia

 

 

4,207

 

 

 

3,439

 

Total

 

$

12,155

 

 

$

12,114

 

v3.24.2.u1
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Mar. 18, 2024
Jun. 30, 2024
Dec. 31, 2023
Significant Accounting Policies [Line Items]      
Common stock, par value $ 0.0001 $ 0.0001 $ 0.0001
Cash and cash equivalents   $ 23,622 $ 38,547
Accumulated deficit   $ 538,319 $ 459,600
Number of months required to fund operating and capital expenditure   12 months  
Stockholders' Equity, Reverse Stock Split On March 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value (the “Common Stock”). Pursuant to the Reverse Stock Split, every five (5) shares of issued and outstanding shares of common stock were combined into one (1) share of common stock.    
Number of Common Stock Authorized 0 422,000,000 422,000,000
Money Market Funds [Member]      
Significant Accounting Policies [Line Items]      
Cash and cash equivalents   $ 160,200  
Accumulated deficit   $ (538,300)  
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member]      
Significant Accounting Policies [Line Items]      
Number of customer accounted for accounts receivable   one customer one customer
Concentration risk, percentage   80.00% 42.00%
Credit Concentration Risk [Member] | Accounts Payable [Member] | Two Vendors [Member]      
Significant Accounting Policies [Line Items]      
Concentration risk, percentage     11.00%
Credit Concentration Risk [Member] | Accounts Payable [Member] | Three Vendor [Member]      
Significant Accounting Policies [Line Items]      
Concentration risk, percentage     11.00%
Number of vendors accounted for accounts payable     three vendors
Credit Concentration Risk [Member] | Accounts Payable [Member] | One Vendor [Member]      
Significant Accounting Policies [Line Items]      
Concentration risk, percentage   10.00% 12.00%
Number of vendors accounted for accounts payable   one vendor  
v3.24.2.u1
Revenue - Summary of Disaggregated Revenue by Geographic Region (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation Of Revenue [Line Items]        
Revenue $ 2,012 $ 743 $ 4,119 $ 1,891
% of Revenue 100.00% 100.00% 100.00% 100.00%
Recognized at a point in time [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue $ 1,394 $ 510 $ 3,108 $ 1,457
% of Revenue 69.00% 69.00% 75.00% 77.00%
Recognized over time [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue $ 618 $ 233 $ 1,011 $ 434
% of Revenue 31.00% 31.00% 25.00% 23.00%
North America [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue $ 1,951 $ 288 $ 3,625 $ 1,019
% of Revenue 97.00% 39.00% 88.00% 54.00%
Europe [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue $ 40 $ 157 $ 269 $ 401
% of Revenue 2.00% 21.00% 7.00% 21.00%
Asia [Member]        
Disaggregation Of Revenue [Line Items]        
Revenue $ 21 $ 298 $ 225 $ 471
% of Revenue 1.00% 40.00% 5.00% 25.00%
v3.24.2.u1
Revenue - Additional Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Customer
Jun. 30, 2023
Customer
Jun. 30, 2024
USD ($)
Customer
Jun. 30, 2023
Customer
Dec. 31, 2023
USD ($)
Disaggregation of Revenue [Line Items]          
Contract assets $ 0   $ 0   $ 140
Customer Concentration Risk [Member] | Revenue [Member]          
Disaggregation of Revenue [Line Items]          
Number Of customers meeting concentration risk threshold | Customer 2 2 2 3  
Customer Concentration Risk [Member] | Revenue [Member] | Customer One [Member]          
Disaggregation of Revenue [Line Items]          
Concentration risk, percentage 46.00% 23.00% 41.00% 21.00%  
Customer Concentration Risk [Member] | Revenue [Member] | Customer Two [Member]          
Disaggregation of Revenue [Line Items]          
Concentration risk, percentage 43.00% 23.00% 40.00% 14.00%  
Customer Concentration Risk [Member] | Revenue [Member] | Customer Three [Member]          
Disaggregation of Revenue [Line Items]          
Concentration risk, percentage       13.00%  
Other current assets [Member]          
Disaggregation of Revenue [Line Items]          
Contract assets $ 0   $ 0   100
Other current liabilities [Member]          
Disaggregation of Revenue [Line Items]          
Contract liabilities $ 3,900   $ 3,900   $ 2,100
v3.24.2.u1
Financial Instruments - Summary of Financial assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Available-for-sale [Abstract]    
Cash $ 16,352 $ 21,799
Adjusted Cost 160,417 221,115
Unrealized Gains 2 170
Unrealized Losses (238) (257)
Fair Value 160,182 221,028
Cash and cash equivalents 23,622 38,547
Marketable Securities 136,560 182,481
Warrant liabilities 3,692 6,772
Total liabilities 3,692 6,772
Fair Value, Inputs, Level 2 [Member]    
Available-for-sale [Abstract]    
Adjusted Cost 139,782 193,050
Unrealized Gains 2 170
Unrealized Losses (238) (257)
Fair Value 139,546 192,963
Cash and cash equivalents 2,986 10,482
Marketable Securities 136,560 182,481
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities [Member]    
Available-for-sale [Abstract]    
Warrant liabilities 3,692 6,772
Total liabilities 3,692 6,772
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]    
Available-for-sale [Abstract]    
Adjusted Cost 4,284 6,266
Fair Value 4,284 6,266
Cash and cash equivalents 4,284 6,266
U.S. agency securities [Member] | Fair Value, Inputs, Level 2 [Member]    
Available-for-sale [Abstract]    
Adjusted Cost 23,664 35,962
Unrealized Gains   8
Unrealized Losses (41) (97)
Fair Value 23,623 35,873
Marketable Securities 23,623 35,873
U.S. Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]    
Available-for-sale [Abstract]    
Adjusted Cost 20,239 18,323
Unrealized Gains   1
Unrealized Losses (39) (14)
Fair Value 20,200 18,310
Cash and cash equivalents 1,492 10,482
Marketable Securities 18,708 7,828
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member]    
Available-for-sale [Abstract]    
Adjusted Cost 35,923 38,491
Unrealized Gains   25
Unrealized Losses (35) (16)
Fair Value 35,888 38,500
Cash and cash equivalents 1,494
Marketable Securities 34,394 38,500
Corporate Bonds [Member] | Fair Value, Inputs, Level 2 [Member]    
Available-for-sale [Abstract]    
Adjusted Cost 59,956 100,274
Unrealized Gains 2 136
Unrealized Losses (123) (130)
Fair Value 59,835 100,280
Marketable Securities $ 59,835 $ 100,280
v3.24.2.u1
Financial Instruments - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Beginning Balance $ 6,772 $ 90
Fair value at issuance of Series A warrants 0 6,450
Change in the fair value included in other income (expense), net (19) (68)
Fair Value, Ending Balance 3,692 6,772
Warrant and Series A [Member]    
Change in the fair value included in other income (expense), net $ (3,061) $ 300
v3.24.2.u1
Financial Instruments - Schedule of Black-Scholes Option Pricing Model For Private Warrants (Details) - Warrant [Member] - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Expected term (years) 1 year 8 months 12 days 2 years 2 months 12 days
Expected volatility 87.40% 94.10%
Risk-free interest rate 4.90% 4.23%
Dividend yield 0.00% 0.00%
Exercise Price $ 57.5 $ 57.5
Series A Preferred Stock [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Expected term (years) 3 years 6 months 4 years
Expected volatility 89.80% 87.20%
Risk-free interest rate 4.43% 3.89%
Dividend yield 0.00% 0.00%
Exercise Price $ 5 $ 5
v3.24.2.u1
Acquisition and Intangible Assets (Additional Information) (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization of Intangible Assets $ 0.3 $ 0.3 $ 0.5 $ 0.5
v3.24.2.u1
Acquisition and Intangible Assets - Schedule of expected amortization expense relating to purchased intangible assets (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Remainder of 2023 $ 450
2025 900
2026 825
Total future amortization $ 2,175
v3.24.2.u1
Inventories - Schedule of Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 2,108 $ 2,178
Work-in-progress 42 136
Finished goods 849 60
Total inventory $ 2,999 $ 2,374
v3.24.2.u1
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment $ 22,965 $ 20,710
Less: accumulated depreciation (10,810) (8,596)
Total property, plant and equipment, net 12,155 12,114
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 3,007 2,795
Lab Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 7,676 7,151
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 3,324 3,148
Construction In Progress [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 773 1,434
Testing Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 1,854 1,455
Manufacturing Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment 5,768 4,269
Furniture, Fixtures and Other Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total property, plant and equipment $ 563 $ 458
v3.24.2.u1
Property, Plant and Equipment - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Property, Plant and Equipment [Abstract]        
Depreciation $ 1.2 $ 1.0 $ 2.3 $ 1.7
v3.24.2.u1
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid expenses $ 3,008 $ 2,228
Contract assets 0 140
Vendor deposits 1,321 1,104
Other current assets 4,022 1,723
Total other current assets $ 8,351 $ 5,195
v3.24.2.u1
Other non-current assets - Schedule of Other Non-Current Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Other Assets, Noncurrent [Abstract]    
Non marketable equity investments $ 5,000 $ 5,000
Security deposit 815 1,116
Other non-current assets 0 16
Total other non-current assets $ 5,815 $ 6,132
v3.24.2.u1
Other non-current assets (Additional Information) (Details) - Preferred Stock [Member]
$ in Millions
Nov. 30, 2023
USD ($)
shares
Other Non-Current Assets [Line Items]  
Prefered Stock purchased | shares 700,440
Cash Consideration | $ $ 5.0
Percentage of investment of Mobility capitalisation 1.00%
v3.24.2.u1
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Other Liabilities, Current [Abstract]    
Litigation settlement $ 14,000 $ 0
Other current liabilities 5,046 2,524
Total other current liabilities $ 19,046 $ 2,524
v3.24.2.u1
Financing transaction (Additional Information) (Details)
$ / shares in Units, $ in Thousands
6 Months Ended
Nov. 08, 2023
USD ($)
Segment
Days
$ / shares
shares
Jun. 30, 2024
USD ($)
Warrants
$ / shares
Mar. 18, 2024
$ / shares
Dec. 31, 2023
$ / shares
shares
Subsidiary or Equity Method Investee [Line Items]        
Common stock, par value | $ / shares   $ 0.0001 $ 0.0001 $ 0.0001
Advance condition The Company’s right to request Advances is conditioned upon the Company achieving a minimum of one new passenger auto-original equipment manufacturer (“OEM”) or commercial OEM program award with at least a 50,000 unit volume      
Program award 1 | Segment 50,000      
Trading price of the common stock $ 15      
Subscription Agreements [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Aggregate shares available for purchase | shares 7,360,460      
Common stock, par value | $ / shares $ 0.0001      
Share price | $ / shares $ 2.9      
Proceeds from issuance of common stock $ 21,400      
Standby Equity Purchase Agreement [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Share price | $ / shares $ 10,000      
Preferred stock liquidation preference per share | $ / shares $ 12,000      
Percentage of dividend payble 7.00%      
Convertible preferred stock nonredeemable or redeemable issuer option value $ 10,000      
Common stock applicable conversion price 250.00% 250.00%    
Facility fee   $ 2,500    
Origination fee   600    
Administrative fees expense   300    
Fees and expenses of the investor and its counse   $ 400    
Standby Equity Purchase Agreement [Member] | Series A One [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Warrants issued | shares       3,000,000
Standby Equity Purchase Agreement [Member] | Preferred Stock [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Total preferred facility $ 125,000      
Standby Equity Purchase Agreement [Member] | Common Stock [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Percentage of common stock beneficially owned by investor 19.90%      
Standby Equity Purchase Agreement [Member] | Common Stock [Member] | Series A One [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Warrants issued to purchase shares of common stock, Exercise price | $ / shares       $ 5
Number of warrants outstanding | Warrants | Warrants   3,000,000    
Sale of stock Per share | $ / shares   $ 5    
Percentage of common stock outstanding   19.90%    
Standby Equity Purchase Agreement [Member] | Maximum [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Debt instrument convertible threshold trading days | Days 30      
Standby Equity Purchase Agreement [Member] | Maximum [Member] | Preferred Stock [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Number of shares preferred stock aggregate value $ 50,000      
Standby Equity Purchase Agreement [Member] | Minimum [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Debt instrument convertible threshold trading days | Days 20      
Standby Equity Purchase Agreement [Member] | Minimum [Member] | Preferred Stock [Member]        
Subsidiary or Equity Method Investee [Line Items]        
Number of shares preferred stock aggregate value $ 25,000      
v3.24.2.u1
Capital Structure - Additional Information (Details) - $ / shares
Jun. 30, 2024
Mar. 18, 2024
Dec. 31, 2023
Class Of Stock [Line Items]      
Common stock, shares authorized 422,000,000 0 422,000,000
Preferred stock, par value $ 0.0001   $ 0.0001
Preferred stock, shares authorized 10,000,000   10,000,000
Preferred stock, shares issued 0   0
Pre-combination Aeva preferred stock outstanding 0   0
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001
Public Warrants [Member]      
Class Of Stock [Line Items]      
Class of Warrant or Right, Outstanding 2,414,976    
Private Warrants [Member]      
Class Of Stock [Line Items]      
Common Stock, Par or Stated Value Per Share $ 57.50    
Class of Warrant or Right, Outstanding 76,800    
A Series Warrants [Member]      
Class Of Stock [Line Items]      
Common Stock, Par or Stated Value Per Share $ 5    
Class of Warrant or Right, Outstanding 3,000,000    
v3.24.2.u1
Earnings (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Numerator:        
Net loss attributable to common stockholders $ (43,393) $ (35,955) $ (78,719) $ (71,129)
Denominator:        
Weighted-average shares used in computing net loss per share - Basic 52,995,093 44,104,251 52,868,909 44,015,402
Dilutive effect of potential common stock 0 0 0 0
Weighted average shares of common stock outstanding - Diluted 52,995,093 44,104,251 52,868,909 44,015,402
Net loss per share, Basic $ (0.82) $ (0.82) $ (1.49) $ (1.62)
Net loss per share, Diluted $ (0.82) $ (0.82) $ (1.49) $ (1.62)
v3.24.2.u1
Earnings (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share, amount 16,782,937 12,188,330
Stock Options [Member]    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share, amount 2,380,423 2,598,123
Restricted Stock [Member]    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share, amount 1,911,765 1,911,765
Restricted Stock Units (RSUs) [Member]    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share, amount 6,998,973 5,186,667
Common Stock [Member]    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share, amount 2,491,776 2,491,776
Warrant [Member]    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation of earnings per share, amount 3,000,000 0
v3.24.2.u1
Stock-based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended 6 Months Ended 12 Months Ended
May 31, 2023
Jun. 30, 2024
Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting period   4 years  
First 12 Months [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Percentage of stock options vesting   25.00%  
Remaining 36 Months [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Percentage of stock options vesting   75.00%  
2016 Stock Incentive Plan [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Common Stock, Authorized   1,726,347  
Stock Options [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Unrecognized stock-based compensation expense   $ 0.4  
Unrecognized stock-based compensation expense, weighted average recognition period   1 year 4 months 24 days  
Number of Options, Granted   0  
Restricted Stock Units (RSUs) [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Unrecognized stock-based compensation expense   $ 37.7  
Restricted stock units, vesting period   2 years 8 months 12 days  
Granted (in shares)   3,343,772  
Performance-Based Restricted Stock Units [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Unrecognized stock-based compensation expense   $ 1.1  
Unrecognized stock-based compensation expense, weighted average recognition period   1 year 6 months  
Weighted-average grant date fair value   $ 5.1  
Granted (in shares) 1,176,471 1,911,765 1,911,765
Market-based PBRSU [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Unrecognized stock-based compensation expense, weighted average recognition period   2 years 9 months 18 days  
Unrecognized stock-based compensation expense related to the restricted stock   $ 0.6  
Weighted-average grant date fair value   $ 1.4  
Granted (in shares)   735,294  
v3.24.2.u1
Stock-based Compensation - Schedule of Stock Options Activity (Details)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Share-Based Payment Arrangement [Abstract]    
Number of Options, Outstanding, Beginning as of December 31, 2023 | shares 2,414,730  
Number of Options, Exercised | shares (33,909)  
Number of Options, Forfeited | shares (398)  
Number of Options, Outstanding, Ending At June 30, 2024 | shares 2,380,423 2,414,730
Number of Options, Vested and exercisable as of June 30, 2024 | shares 2,322,245  
Number of Options, Vested and expected to vest as of June 30, 2024 | shares 2,380,423  
Weighted- Average Exercise Price, Outstanding, Beginning as of December 31, 2023 | $ / shares $ 2.79  
Weighted- Average Exercise Price, Exercised | $ / shares 1.57  
Weighted- Average Exercise Price, Forfeited | $ / shares 2.74  
Weighted- Average Exercise Price, Outstanding, Ending as of June 30, 2024 | $ / shares 2.81 $ 2.79
Weighted- Average Exercise Price, Vested and exercisable as of June 30, 2024 | $ / shares 2.51  
Weighted- Average Exercise Price, Vested and expected to vest as of June 30, 2024 | $ / shares $ 2.81  
Weighted-Average Remaining Contractual Life (Years), Outstanding 5 years 3 months 5 years 8 months 23 days
Weighted-Average Remaining Contractual Life (Years), Vested and exercisable as of June 30, 2024 5 years 2 months 4 days  
Weighted-Average Remaining Contractual Life (Years), Vested and expected to vestas of June 30, 2024 5 years 3 months  
Aggregate Intrinsic Value, Outstanding | $ $ 1,341 $ 4,004
Aggregate Intrinsic Value, Vested and exercisable as of June 30, 2024 | $ 1,341  
Aggregate Intrinsic Value, Vested and expected to vest as of June 30, 2024 | $ $ 1,341  
v3.24.2.u1
Stock-based Compensation - Schedule of Restricted Stock Activity (Details) - $ / shares
1 Months Ended 6 Months Ended 12 Months Ended
May 31, 2023
Jun. 30, 2024
Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Number of Options, Outstanding, Beginning as of December 31, 2023   2,414,730  
Number of Options, Outstanding, Ending At June 30, 2024   2,380,423 2,414,730
Performance-Based Restricted Stock Units [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Shares, Granted 1,176,471 1,911,765 1,911,765
Restricted Stock Units (RSUs) [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Number of Options, Outstanding, Beginning as of December 31, 2023   5,204,177  
Shares, Granted   3,343,772  
Shares, Released   (835,539)  
Shares, Forfeited   (713,437)  
Number of Options, Outstanding, Ending At June 30, 2024   6,998,973 5,204,177
Weighted Average Graint Date Fair Value per Share, Outstanding, Beginningas of December 31, 2023   $ 9.65  
Weighted Average Graint Date Fair Value per Share, Granted   3.58  
Weighted Average Grant Date Fair Value per Share, Released   12.86  
Weighted Average Graint Date Fair Value per Share, Forfeited   8.8  
Weighted Average Graint Date Fair Value per Share, Outstanding, Ending as of June 30, 2024   $ 6.45 $ 9.65
v3.24.2.u1
Stock-based Compensation - Schedule of Fair Value Weighted-Average Assumptions (Details) - Market-based PBRSU [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Expected volatility 70.90%
Risk-free interest rate 3.29%
Dividend yield 0.00%
Share price $ 5.1
Minimum [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Expected term (years) 6 months
Maximum [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Expected term (years) 4 years 8 months 12 days
v3.24.2.u1
Stock-based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]        
Stock-based compensation expense $ 5,364 $ 7,041 $ 10,625 $ 13,004
Cost of Revenue [Member]        
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]        
Stock-based compensation expense 64 367 166 697
Research and Development Expenses [Member]        
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]        
Stock-based compensation expense 4,189 5,213 8,178 9,623
General and Administrative Expenses [Member]        
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]        
Stock-based compensation expense 913 1,216 1,820 2,335
Selling and Marketing Expenses [Member]        
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]        
Stock-based compensation expense $ 198 $ 245 $ 461 $ 349
v3.24.2.u1
Income Taxes - Schedule of Income before Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Loss before income taxes $ (43,270) $ (35,955) $ (78,596) $ (71,129)
v3.24.2.u1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
State provision for income taxes     $ 0  
Provision for income taxes $ 123 $ 0 $ 123 $ 0
v3.24.2.u1
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 02, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Loss Contingencies [Line Items]            
Weighted average discount rate   6.04%   6.04%   6.04%
Operating lease cost   $ 1,100 $ 800 $ 2,100 $ 1,800  
Other current liabilities       $ 16,522 $ 45  
Weighted-average remaining lease term   1 year 8 months 12 days   1 year 8 months 12 days   2 years
Insurance Recovery   $ 2,500   $ 2,500    
Subsequent Event [Member]            
Loss Contingencies [Line Items]            
Total Settlement Cost $ 14,000          
Insurance Recovery $ 2,500          
Delaware Stockholder Litigation [Member]            
Loss Contingencies [Line Items]            
Other current liabilities       $ 14,000    
v3.24.2.u1
Commitments and Contingencies - Summary of Maturity Analysis of the Annual Undiscounted Cash Flows of Operating Lease Liabilities (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Remainder of 2024 $ 1,995
2025 3,157
2026 728
Total minimum lease payments 5,880
Less: imputed interest (276)
Total lease liability $ 5,605
v3.24.2.u1
Segment Information - Additional Information (Details)
6 Months Ended
Jun. 30, 2024
Segment
Segment Reporting [Abstract]  
Number of Operating Segments 1
v3.24.2.u1
Segment Information - Schedule of Long-Lived Assets, by Geographical Areas (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Property, plant and equipment, net $ 12,155 $ 12,114
North America [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Property, plant and equipment, net 7,948 8,675
Asia [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Property, plant and equipment, net $ 4,207 $ 3,439

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