0001104659-22-036175 | 10-K | XBRL Viewer

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	10,000,000	260,582,311
Preferred stock shares issued	0	260,582,311
Preferred stock shares outstanding	0	260,582,311
Founder
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock shares authorized	0
Preferred stock shares issued	0
Preferred stock shares outstanding	0	484,912
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	4,000,000,000	150,000,000
Common stock, shares issued	362,832,986	141,216,455
Common stock, shares outstanding	362,832,986	141,216,455
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	0
Common stock, shares issued	87,078,781	0
Common stock, shares outstanding	87,078,781	0
Founders Preferred Stock
Preferred stock shares authorized		3,355,453
Preferred stock shares issued		484,912
Preferred stock shares outstanding		484,912

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
Statements of Operations - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development	$ 55,276	$ 18,831
General and administrative	48,387	3,595
Total operating expenses	103,663	22,426
Loss from operations	(103,663)	(22,426)
Other income (expense):
Other income (expense)	(12,485)	107
Interest income	98	788
Interest expense	(8,163)
Loss before provision for income taxes	(124,213)	(21,531)
Provision for income taxes	0	0
Net loss	(124,213)	(21,531)
Net loss attributable to common stockholders, basic and diluted	$ (124,213)	$ (21,531)
Class A Common Stock
Other income (expense):
Net loss per share attributable to common stockholders, basic	$ (0.67)	$ (0.16)
Net loss per share attributable to common stockholders, diluted	$ (0.67)	$ (0.16)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	173,157,272	138,886,157
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	173,157,272	138,886,157
Class B Common Stock
Other income (expense):
Net loss per share attributable to common stockholders, basic	$ (0.67)
Net loss per share attributable to common stockholders, diluted	$ (0.67)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	12,167,200
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	12,167,200

Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
Statements of Comprehensive Loss - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statements of Comprehensive Loss
Net loss	$ (124,213)	$ (21,531)
Other comprehensive loss (net of tax):
Unrealized gains (losses) on short-term investments	(45)	(24)
Comprehensive loss	$ (124,258)	$ (21,555)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Statements of Preferred Stock and Stockholders' Equity - USD ($)
$ in Thousands

Preferred Stock Series A, B, C

Preferred Stock

Class A Common Stock

Common Stock

Sponsor

Class A Common Stock

Common Stock

FPA warrants

Class A Common Stock

Common Stock

PIPE Financing

Class A Common Stock

Common Stock

Class B Common Stock

Common Stock

Founders Preferred Stock

Common Stock

Warrants issued and outstanding

FPA warrants

Warrants issued and outstanding

Working Capital warrants

Warrants issued and outstanding

PIPE Financing

Warrants issued and outstanding

Additional Paid-in Capital

Sponsor

Additional Paid-in Capital

FPA warrants

Additional Paid-in Capital

Working Capital warrants

Additional Paid-in Capital

PIPE Financing

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Sponsor

FPA warrants

Working Capital warrants

PIPE Financing

Total

Balances at the beginning at Dec. 31, 2019

$ 1

^[1]

$ 128,297

$ (37,159)

$ 69

$ 91,208

Balances at the beginning (in shares) at Dec. 31, 2019

260,582,311,000

484,912,000

140,201,723,000

Shares issued upon exercise of stock options

^[1]

121

$ 121

Shares issued upon exercise of stock options (in shares)

1,014,732

^[1]

1,934,106

Vesting of early exercised stock options

$ 61

Stock-based compensation

970

Other comprehensive loss

(24)

Net loss

(21,531)

Balance as the end at Dec. 31, 2020

$ 1

^[1]

129,449

(58,690)

70,805

Balance as the end (in shares) at Dec. 31, 2020

260,582,311

484,912

141,216,455

Issuance of common stock

$ 1

$ 2

$ 1

$ 85,037

$ 40,000

$ 159,998

$ 85,038

$ 40,000

$ 160,000

Issuance of common stock (in shares)

10,038,097

4,000,000

16,000,000

11,413,711

Shares issued upon exercise of stock options

^[1]

189

$ 189

Shares issued upon exercise of stock options (in shares)

1,758,750

^[1]

1,781,794

Vesting of early exercised stock options

$ 66

Issuance costs

(41,082)

Stock-based compensation

47,767

Other comprehensive loss

$ (45)

(45)

Issuance of common stock for services

819

Issuance of common stock for services (in shares)

642,578

Issuance of Common Stock - Convertible Notes

37,445

Issuance of Common Stock - Convertible Notes (in shares)

3,774,951

Merger recapitalization - Class A common stock net of issuance costs

$ (1)

^[1]

$ 32

Merger recapitalization - Class A common stock net of issuance costs (in shares)

(260,582,311)

316,963,649

(484,912)

(55,896,424)

Merger recapitalization - Class B common stock net of issuance costs

$ 9

^[1]

Merger recapitalization - Class B common stock net of issuance costs (in shares)

87,078,781

(87,078,781)

Issuance of Warrants

$ 666,663

$ 2,000,000

$ 6,686,667

$ 13,799,936

$ (1,187)

$ (3,560)

$ (11,902)

(24,564)

$ (1,187)

$ (3,560)

$ (11,902)

(24,564)

Assumptions of SPAC assets and liabilities

(983)

Net loss

(124,213)

Balance as the end at Dec. 31, 2021

$ 36

$ 9

^[1]

$ 23,153,266

$ 417,492

$ (182,903)

$ 234,634

Balance as the end (in shares) at Dec. 31, 2021

362,832,986

87,078,781

[1]	Insignificant amounts are rounded to zero (“— ”) for disclosure

Statements of Preferred Stock and Stockholders' Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Statements of Stockholders' Equity
Issuance costs	$ 29,107

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (124,213)	$ (21,531)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,074	822
Stock-based compensation, net of amounts capitalized	47,607	842
Change in fair value of warrants	8,206
Net amortization of premiums and accretion of discounts on investments	270	226
Amortization of debt discount	8,163
Change in fair value of derivative liability	4,323
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(10,090)	(150)
Other assets	(3,518)	(3)
Accounts payable	1,957	151
Other long-term liabilities	50
Accrued expenses and other current liabilities	1,262	513
Net cash used in operating activities	(64,909)	(19,130)
Cash flows from investing activities
Purchase of investments		(52,421)
Maturities of investments	53,239	74,250
Purchase of property, equipment and software	(3,353)	(2,181)
Deposit for purchase of trucks	(440)	(10)
Refund of deposit for trucks	87	778
Net cash provided by investing activities	49,533	20,416
Cash flows from financing activities
Cash proceeds received from convertible note payable	25,000
Proceeds from NGA recapitalization	314,146
Transaction costs related to merger with NGA	(70,189)
Payment towards notes payable	(210)	(275)
Proceeds from exercise of stock options	189	121
Net cash provided by (used in) financing activities	268,936	(154)
Net increase (decrease) in cash, cash equivalents and restricted cash	253,560	1,132
Cash, cash equivalents and restricted cash at beginning of period	11,460	10,328
Cash, cash equivalents and restricted cash at end of period	265,020	11,460
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	71	62
Supplemental schedule of noncash investing and financing activities
Convertible notes converted into shares of Class A common stock upon consummation of Business Combination	25,000
Derivative liability converted into shares of Class A common stock upon consummation of Business Combination	12,485
Warrants converted into shares of Class A common stock upon consummation of Business Combination	854
Acquisition of property, equipment and software in accounts payable	244	64
Acquisition of trucks by assuming notes payable	597
Stock-based compensation capitalized into internally developed software	160	128
Vesting of early exercised stock options	$ 66	$ 61

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

12 Months Ended

Dec. 31, 2021

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Embark Technology, Inc. was originally incorporated in Delaware on September 25, 2020 under the name Northern Genesis Acquisition Corp. II (“NGA”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On November 10, 2021 (the “Closing Date”), the Company (at such time named Northern Genesis Acquisition Corp. II) consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated June 22, 2021 with the pre-Business Combination Embark Trucks, Inc. In connection with the consummation of the Business Combination, the Company changed its name from Northern Genesis Acquisition Corp. II to Embark Technology, Inc.

The Merger was accounted for as a reverse recapitalization with Embark as the accounting acquirer and NGA as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the financial statements represent the accounts of Embark as if Embark is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (2.98 shares of Company Class A common stock for 1 share of Embark Class A common stock).

The principal activities of Embark Technology, Inc. (“Embark” or the “Company”) include design and development of autonomous driving software for the truck freight industry. The Company is headquartered in San Francisco, California and was incorporated in the State of Delaware in 2016. The Company has no subsidiaries as of December 31, 2021 and 2020.

The Company has devoted substantially all of its resources to develop its autonomous truck technology, to enable and expand its route models — transfer point and direct-to-customer, to expand its partnerships with shippers and carriers, to raising capital, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations through December 31, 2021.

Prior to the Merger, NGA ordinary shares and warrants were traded on the New York Stock Exchange (“NYSE”) under the ticker symbols “NGAB” and “NGAB.WS”, respectively. On the Closing Date, the Company’s Class A common stock and warrants began trading on the NASDAQ under the ticker symbols “EMBK” and “EMBKW”, respectively. One of the primary purposes of the Merger was to provide a platform for Embark to gain access to the U.S. capital markets. See Note 3 – Business Combination, for additional details.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

Liquidity and Capital Resources

On November 10, 2021, we consummated the Business Combination generating net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2.

The Company has incurred losses from operations since inception. The Company incurred net losses of $124.2 million and $21.5 million, for the years ended December 31, 2021 and 2020, respectively, and Accumulated deficit amounts to $182.9 million, and $58.7 million, as of December 31, 2021 and 2020, respectively. Net cash used in operating activities was $64.9 million and $19.1 million, for the years ended December 31, 2021 and 2020, respectively.

The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures. As of December 31, 2021 and 2020, the Company’s balance of cash and cash equivalents was $264.6 million and $11.1 million, respectively. As of December 31, 2021and 2020, the Company’s balance of available-for-sale investments was $0.0 million and $53.6 million, respectively.

Based on cash flow projections from operating and financing activities and existing balance of cash and cash equivalents and investments, management is of the opinion that the Company has sufficient funds for sustainable operations, and it will be able to meet its payment obligations from operations and debt related commitments for at least one year from the issuance date of these financial statements. Based on the above considerations, the Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations.

The Company’s ability to continue as a going concern is dependent on management’s ability to control operating costs and demonstrate progress against its technical roadmap. This involves developing new capabilities for the Embark Driver software and improving the reliability and performance of the software on public roads. Demonstrating ongoing technical progress will enable the Company to obtain funds from outside sources of financing, including financing from equity interest investors and borrow funds to fund its general operations, research and development activities and capital expenditures.

On August 25, 2021 and August 27, 2021, the Company entered into commitment letters (collectively, the “Commitment Letters”) with certain investors (collectively, the “Investors”) pursuant to which such Investors each provided a commitment to invest, upon the Company’s election, up to $5 million in the Company in the form of Series C Preferred Stock of the Company in the event that the merger agreement entered into on June 22, 2021, by and among Northern Genesis Acquisition Corp. II, NGAB Merger Sub Inc. and the Company (the “Merger Agreement”) is terminated and the transactions contemplated thereby (collectively the “Business Combination”) is not consummated. The Business Combination was completed, and each of the Investor’s obligations under the applicable Commitment Letter were terminated in November 2021.

Fiscal Periods

The Company’s fiscal year begins on January 1 and ends of December 31. The Company refers to the fiscal years as “fiscal year 2022”, “fiscal year 2021” and “fiscal year 2020”.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Segment Information

Under Accounting Standards Codification (“ASC 280”), Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates in one segment, the truck business unit, which is focused on enhancing self-driving truck software technology. Therefore, the Company’s chief executive officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America.

Concentration of Risks

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and short-term investments. We maintain our cash and cash equivalents, restricted cash and investments with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation.

Impact of COVID-19

The outbreak of the novel coronavirus COVID-19, which was declared a global pandemic by the World Health Organization on March 11, 2020 has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact the Company’s supply chain, and operations. Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect the Company’s operations and the operations of suppliers and vendors due to additional shelter- in-place and other governmental orders, facility closures, travel and logistics restrictions, or other factors as circumstances continue to evolve. In response to this pandemic, many jurisdictions in which the Company operates issued stay-at-home orders and other measures aimed at slowing the spread of the virus. While the Company remains open in accordance with guidance from local authorities, the Company experienced a temporary pause in testing of its research and development truck fleet and operations in response to the stay- at-home orders in calendar year 2021. The impacts from stay-at-home orders and other updated local government indoor operation measures are no longer impacting the Company’s operations in 2021, however, there remains uncertainty around the potential disruptions the pandemic could cause looking forward. The Company has instituted policies across its offices to ensure compliance with these updated guidelines. At current, these changes have not impacted the Company’s operations. In response to the Delta and Omicron variants, local governments updated their guidelines for indoor operations. Therefore, the related financial impact and duration cannot be reasonably estimated at this time.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period.

The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the fair value of common stock and the valuation of warrants to purchase the Company’s stock, the valuation of derivative liabilities and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of December 31, 2021 and 2020, the Company had $264.6 million,and $11.1 million of cash and cash equivalents, which included cash equivalents of $22.3 million, and $7.6 million in highly liquid investments as of December 31, 2021 and 2020, respectively.

The Company maintains a letter of credit to secure a lease of the Company’s headquarters. A portion of the Company’s cash is collateralized in conjunction with the letter of credit and is classified as restricted cash on the Company’s balance sheets. As of December 31, 2021 and 2020, the Company had $0.4 million,and $0.4 million in restricted cash. At the end of each year of the lease, the face amount of the letter of credit is reduced by a fixed amount of approximately $0.1 million and reclassified into cash and cash equivalents on the Company’s balance sheets. The balances to be reclassified to cash in the next twelve months are classified as restricted cash, short-term with the remaining balance classified as restricted cash, long-term on the balance sheets.

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands):


	December 31,
	2021		2020

Cash and cash equivalents	$	264,615	$	11,055
Restricted cash, short-term		130		65
Restricted cash, long-term		275		340
Cash, cash equivalents and restricted cash	$	265,020	$	11,460

Investments

The Company’s primary objectives of its investment activities are to preserve principal, provide liquidity, and maximize income without significantly increasing risk. The Company’s investments are made in United States (“U.S.”) treasury securities, U.S. government money market funds or other direct securities issued by the U.S. Government or its agencies. The Company classifies its investments as available-for-sale at the time of purchase since it is intended that these investments are available for current operations. Investments not considered cash equivalents and with maturities of one year or less from the balance sheet dates are classified as marketable securities investments. Investments with maturities greater than one year from the balance sheet dates are classified as long-term investments.

Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive income (loss), net of tax, unless they are determined to be other-than-temporary impairments. The ultimate value realized on these securities is subject to market price volatility until they are sold. As of December 31, 2021, the Company did not hold any investments. As of December 31, 2020, the Company held $53.6 million available-for-sale investments.

There were no other-than-temporary impairments as of December 31,2020.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses, short-term and long-term notes payable and other current liabilities. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents and warrant liabilities. The Company believes that the carrying values of the remaining financial instruments approximate their fair values. The Company applies fair value accounting in accordance with ASC 820, Fair Value Measurements for valuation of financial instruments. ASC 820 provides a framework for measuring fair value under GAAP that expands disclosures about fair value measurements, establishes a fair value hierarchy, and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are summarized as follows:

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2 — Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable.

Level 3 — Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as an option pricing model, discounted cash flow, or similar technique.

The carrying value and fair value of the Company’s financial instruments as December 31, 2021 and 2020, respectively, are as follows:


	As of December 31, 2021
	(in thousands)
	Level 1		Level 2	Level 3		Total
Assets
Cash equivalents:
United States money market funds	$	22,349	—		—	$	22,349
Liabilities
Warrant liabilities - FPA warrants	$	1,337	—		—	$	1,337
Warrant liabilities - public warrants	$	27,669	—		—	$	27,669
Warrant liabilities - working capital warrants		—	—	$	4,700	$	4,700
Warrant liabilities - private warrants		—	—	$	15,714	$	15,714

In 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Working Capital Warrants.


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2		Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586		—	—	$	7,586
Short-term investments
United States treasury securities		—	$	53,553	—	$	53,553

The fair value of the following liability classified Public, Private, Working Capital and FPA Warrants have been measured based on the listed market price of such warrants on date of Merger. For the year ended December 31, 2021 the liability classified Private and Working Capital warrants were fair valued using the Black Scholes Option Pricing Model. For the year ended December 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of warrants of approximately $8.2 million, respectively, presented as other income (expense) on the accompanying statement of operations.

Public and Private Warrants

As part of NGAs' initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share of Class A common stock of NGA and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the "Public Warrants"). Further, NGA completed the private sale of 6.7 million warrants to NGA's sponsor at a purchase price of $1.50 per warrant (the "Private Warrants"). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 13.8 million Public Warrants and 6.7 Private Warrants remained outstanding as of December 31, 2021.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity's Own Equity, and concluded that they do not meet the criteria to be classified in stockholders' equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidate statement of operations and comprehensive income (loss) at each reporting date.

Convertible Notes and Derivatives

The Company accounts for its derivatives in accordance with, ASC 815-10, Derivatives and Hedging, or ASC 815-15, Embedded Derivatives, depending on the nature of the derivative instrument. ASC 815 requires each contract that is not a derivative in its entirety be assessed to determine whether it contains embedded derivatives that are required to be bifurcated and accounted for as a derivative financial instrument. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if the combined instrument is not accounted for in its entirety at fair value with changes in fair value recorded in earnings, the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument. Embedded derivatives are measured at fair value and remeasured at each subsequent reporting period, and recorded within convertible notes, net on the accompanying Balance Sheets and changes in fair value recorded in other expense within the Statements of Operations. Upon the consummation of the Merger, the related convertible note liability was extinguished. For the year ended December 31, 2021, the Company held no derivative instruments.

Property, Equipment and Software

Property, equipment and software is stated at cost less accumulated depreciation. Repair and maintenance costs are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over each asset’s estimated useful life.


Property, Equipment and Software		Useful life (years)
Machinery and equipment		5 years
Electronic equipment		3 years
Vehicles and vehicle hardware		3 – 7 years
Leasehold improvements		Shorter of useful life or lease term
Furniture and fixtures		7 years
Developed software		2 – 4 years

Leases

The Company accounts for leases under Accounting Standards Codification Topic 840 (“ASC 840”). We categorize leases at their inception as either operating or capital leases based on whether the terms of the lease agreement effectively transfers ownership of the underlying asset to the company. The criteria for evaluation of capital leases include an evaluation of whether title transfers at the end of the lease term, whether the lease includes a bargain purchase option, whether the lease term is for a majority of the underlying assets useful life, or the contractual lease payments equal a majority of the fair value of the underlying asset. Our outstanding leases are primarily operating leases. For operating leases, we recognize lease costs on a straight-line basis upon the earlier of the inception date per rent agreement or the date on which control of the space is achieved, without regard to deferred payment terms such as rent holidays considered at inception of lease that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement. We categorized our deferred rent as part of the accrued expenses and other current liabilities, and the long-term deferred rent financial statement line items.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated.

Deferred Transaction Costs

Deferred transaction costs, which consist of direct incremental legal, consulting, and accounting fees relating to the merger transaction, are capitalized until they are recorded against proceeds upon the consummation of the transaction.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of December 31, 2021 and 2020. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement.

Stock-based Compensation

Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees based on estimated grant-date fair values. For stock option awards, the Company uses the straight-line method to allocate compensation expense to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option- pricing model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return and the estimated fair value of the underlying ordinary shares on the date of grant. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. The related stock-based compensation is recognized on a graded vesting basis as the RSU awards are associated with a performance condition. For PSU awards, the Company uses the graded vesting to allocate compensation expense, as the PSU awards are associated with market conditions, over the holder’s derived service period, and estimates the fair value of the PSU awards using the Monte Carlo simulation. The Company accounts for the effect of forfeitures as they occur.

Internal Use Software

The Company capitalizes certain costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure and such costs are recorded within property, equipment and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to software development projects. Software development costs that do not qualify for capitalization are expensed as incurred and recorded in research and development expense in the Statements of Operations and comprehensive income (loss).

Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software is ready for its intended purpose. Software development costs are depreciated using a straight-line method over the estimated useful life, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. Internal use software is tested for impairment in accordance with our long- lived assets impairment policy.

Research and Development Expense

Research and development expense consist of outsourced engineering services, allocated facilities costs, depreciation, internal engineering and development expenses, materials, labor and stock-based compensation related to development of the Company’s products and services. Research and development costs are expensed as incurred except for amounts capitalized to internal-use software.

General, and Administrative Expenses

General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs.

Other Income

As part of our research and development activities, we contract with shippers and freight carriers to transfer freight between the Company’s transfer hubs in return for cash consideration. Transferring freight with the Company’s research and development truck fleet are not and will not be considered an output of the Company’s ordinary activities. Consideration received from such arrangements is presented as other income in the Company’s Statement of Operations.

Interest Income

Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents.

Interest Expense

Interest expense consisted primarily of interest on our convertible notes payable, which was repaid upon consummation of the Business Combination.

Net Loss Per Share

Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights are identical, undistributed earnings and losses are allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders are the same for both Class A and Class B common stock on an individual and combined basis.

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses.No dividends were declared or paid for the year ended December 31, 2021 or 2020.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of redeemable convertible preferred stock, stock options, and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including preferred stock, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the total change in shareholders’ equity during the period other than from transactions with shareholders. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is comprised of unrealized gains or losses on investments classified as available-for-sale.

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), to improve the effectiveness of disclosures in the note to the financial statements by facilitating clear communication of the information required by generally accepted accounting principles. The adoption of ASU 2018-13 is effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact to the Company’s results of operations for the year ended December 31, 2021.

In November 2019, the FASB issued ASU 2019-08, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer (“ASU 2019-08”), which requires that share based consideration payable to a customer is measured under stock compensation guidance. Under ASU 2019-08, awards issued to customers are measured and classified following the guidance in Topic 718 while the presentation of the fair value of the award is determined following the guidance in ASC 606. ASU 2019-08 was early adopted in conjunction with the adoption of ASU 2018-07. The new ASU was adopted using a modified retrospective transition approach with no impact to the Company’s financial statements.

Recently Issued Accounting Pronouncements

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which supersedes the guidance in former ASC 840, Leases. This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under ASC 840. In May 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which deferred the effective dates for non-public entities. Therefore, this standard is effective for annual reporting periods, and interim periods within those years, for public entities beginning after December 15, 2018 and for private entities beginning after December 15, 2021. Originally, a modified retrospective transition approach was required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued guidance to permit an alternative transition method for Topic 842, which allows transition to the new lease standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Entities may elect to apply either approach. There are also a number of optional practical expedients that entities may elect to apply. The Company is currently assessing the impact of this standard on its financial statements. The Company expects to record a right-of-use asset and lease liability in the range of $ 4.1-5.0 million, connection with adopting this standard as of January 1, 2022.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the financial statements.

In December 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. The ASU simplifies accounting for convertible instruments by removing certain separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. The amendments are effective for the Company beginning January 1, 2024, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of this standard on its financial statements.

In May 2021, the FASB issued ASU 2021-04. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. This guidance will be effective for us on January 1, 2022 with early adoption permitted and will be applied prospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements.

BUSINESS COMBINATION

12 Months Ended

Dec. 31, 2021

BUSINESS COMBINATION

BUSINESS COMBINATION

3. BUSINESS COMBINATION

On the Closing Date, Embark received net increase in cash of $243.9 million, net of transaction costs for the Business Combination of $70.2,which consist of legal, accounting, and other professional services directly related to the Merger, and are included in additional paid-in capital in the consolidated balance sheet as of December 31, 2021. On the Closing Date, each Embark stockholder received approximately 2.98 shares of the Company’s Class A common stock, par value $0.0001 per share, for each share of Embark Class A common stock, par value $0.0001 per share, that such stockholder owned, except the Embark Founders who received 2.98 shares of Company’s Class B common stock, par value $0.0001 per share, for 80% of their Embark Class A common stock owned, and 2.98 shares Company’s Class A common stock, par value $0.0001 per share, for each share of Embark Class A common stock. On the date of the Business Combination, the Company recorded a liability related to the Public and Private Warrants of $41.2 million, with an offsetting entry to additional paid-in capital. During the period from November 10, 2021 to December 31, 2021, the fair value of the Public and Private Warrants increased to $49.4 million, resulting in a charge of $8.2 million in the statement of operations for the year ended December 31, 2021. Upon closing of the Business Combination, the shareholders’ of NGA were issued 41.4 million of Class A common stock. In connection with the Closing, holders of 29.8 million shares of common stock of NGA were redeemed at a price per share of $10.00.

All equity awards of Embark were assumed by NGA and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 2.98. Each award of the Embark’ RSUs and PSUs was converted into RSUs and PSUs of the Company based on an exchange ratio of 2.98, with the same underlying terms as the old award.

The Merger was accounted for as a reverse recapitalization with Embark as the accounting acquirer and NGA as the acquired company for accounting purposes. Embark was determined to be the accounting acquirer since Embark’ shareholders prior to the Merger had the greatest voting interest in the combined entity, Embark’ shareholders appointed the initial directors of the combined Board of Directors and control future appointments, Embark comprises all of the ongoing operations, and Embark’ senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these financial statements represents the accounts of Embark as if Embark, rather than NGA, is the predecessor to the Company. No step-up basis of intangible assets or goodwill was recorded and net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Embark. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (2.98 Company shares for 1 Embark share).

Immediately following the Business Combination there were 362,832,986 shares of Class A common stock and 87,078,781 shares of Class B common stock with a par value of $0.0001 issued and outstanding and 23,153,266 shares of Class A common stock warrants.

BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2021

BALANCE SHEET COMPONENTS

BALANCE SHEET COMPONENTS

4. BALANCE SHEET COMPONENTS

Short-term Investments

The Company did not have any short-term investments as of December 31, 2021. Short-term investments as of December 31, 2020, consist of the following (in thousands):


	Cost or		Unrealized
As of December 31, 2020	Amortized Cost		Gains		Fair Value
U.S government securities	$	53,508	$	45	$	53,553
	$	53,508	$	45	$	53,553

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of December 31, 2021 and 2020, respectively (in thousands):


	As of
	December 31,
	2021		2020
Prepaid insurance	$	7,459	$	138
Accrued interest and dividends		—		201
Prepaid software		2,564		279
Prepaid hardware		30		—
Income tax receivable		494		494
Short-term deposits		448		55
Other prepaid expenses		1,647		176
Other current assets		104		24
Total prepaid expenses and other current assets	$	12,746	$	1,367

Property, Equipment and Software

Property, equipment and software consist of the following as of December 31, 2021 and 2020, respectively (in thousands):


	As of
	December 31,
	2021		2020
Machinery and equipment	$	344	$	207
Electronic equipment		413		130
Vehicles and vehicle hardware		6,268		4,144
Leasehold improvements		258		119
Developed software		5,184		3,709
Other		26		—
Property, equipment and software, gross		12,493		8,309
Less: accumulated depreciation and amortization		(2,856)		(1,783)
Total property, equipment and software, net	$	9,637	$	6,526

Depreciation and amortization expense for the years ended December 31, 2021 and 2020, was $1.1 million, and $0.8 million, respectively.

Other Assets

Other assets consist of the following as of December 31, 2021 and 2020, respectively (in thousands):


	December 31,		December 31,
	2021		2020
Intangibles assets	$	4	$	3
Long-term deposits		3,592		75
Total Other Assets	$	3,596	$	78

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020, respectively (in thousands):


	December 31,
	2021		2020
Accrued payroll expenses		823		259
Accrued general expenses		1,745		524
Accrued legal expenses		124		—
Accrued software expenses		—		—
Accrued consultant expenses		380		—
Short-term deferred rent		(15)		51
Early Exercise liability		26		11
Income tax payable		47		47
Other		12		—
Total accrued expenses and other current liabilities	$	3,142	$	892

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2021

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

5. STOCKHOLDERS’ EQUITY

Shares Authorized and Outstanding

As of December 31, 2021, the Company had authorized a total of 4,110,000,000 shares for issuance with 4,000,000,000 shares designated as Class A common stock, 100,000,000 shares designated as Class B common stock and 10,000,000 shares designated as preferred stock.

Preferred and Founders Preferred Stock

As of December 31, 2021, there were 10,000,000 shares of preferred stock authorized and no shares of preferred and founders preferred stock was issued or outstanding.

Upon the completion of the Embark Pre-Closing Reorganization, Old Embark preferred stock was automatically converted into New Embark Common Stock, whereby eighty percent (80%) of Old Embark Common Stock held by the Founders converted into shares of Class B Common Stock and twenty percent (20%) of Embark Common Stock held in trust converted into shares of Class A common stock, and all other holders of Embark Common Stock converted into shares of Class A common stock using a conversion ratio of 2.98 calculated in accordance with the terms of the Merger Agreement.

The following table is a summary of the preferred stock and founders preferred stock as of December 31, 2020 (in thousands, except for share data):


		Shares Issued						Per Share
	Shares	and			Issue Price			Liquidation
	Authorized	Outstanding	Cash Raised		per Share			Preference
Founders Preferred Stock⁽¹⁾	3,355,453	484,912	$	—	$	0.00		$	0.00
Series A-1 Preferred Stock	10,902,512	10,902,512		375		0.10			0.10
Series A-2 Preferred Stock	16,026,811	16,026,811		735		0.14			0.14
Series A-3 Preferred Stock	7,413,655	7,413,655		425		0.17			0.17
Series A-4 Preferred Stock	1,762,026	1,762,026		100		0.17			0.17
Series A-5 Preferred Stock	7,995,163	7,995,163		550		0.21			0.21
Series A-6 Preferred Stock	10,881,464	10,881,464		2,390		0.66			0.66
Series A-7 Preferred Stock	45,162,478	45,162,478		12,399		0.82			0.82
Series B Preferred Stock	97,945,845	97,945,845		30,000		0.91	⁽¹⁾		0.93
Series C Preferred Stock	62,492,368	62,492,367		70,001		3.34	⁽¹⁾		3.50
Total	263,937,775	261,067,233	$	116,975

(1)As part of our series B and C financing round, certain founders of the Company sold 0.7 and 1.0 million shares of founders preferred stock respectively, on a post-split basis, to an investor. Immediately after the sale, the founders preferred stock was converted into series B and C preferred stock. The original issuance price for the series B and C financing round was $0.93 and $3.50 respectively. The share price of $0.91 and $3.34 presented in the table above represents the average share price of shares issued and outstanding after the founder preferred stock was converted into series B and C shares.

The Company incurred $0.1 million, $0.1 million, $0.1 million of issuance costs related to series A, series B, and series C respectively.

Redemption

The Company’s preferred stock, as of December 31, 2021, does not contain any mandatory redemption features, nor are they redeemable at the option of the holder. The Company’s preferred stock contain a redemption feature that is contingent upon the occurrence of a deemed liquidation event or a change in control, as defined in the Company’s Certificate of Incorporation. As a deemed liquidation event or change in control event is within the control of the Company, preferred stock is presented as a component of the Company’s permanent equity on the balance sheets.

Transactions Related to Founders Preferred Stock

Founders preferred stock is substantively the same as common stock, as they share identical rights and features. The founders preferred stock can be converted into common stock on a one-to-one basis at any time. The founders preferred stock is presented as a component of the Company’s permanent equity.

In 2016, 1,788,375 shares of founders preferred stock were issued. The Company repurchased and retired 582,400 shares of founders preferred stock and subsequently enacted a reverse stock split of 6:1 which reduced the founder shares outstanding to 200,995.

During fiscal year 2018, certain founders sold 76,010 shares of their founders preferred stock to an investor of series B preferred stock and such shares automatically converted into shares of series B preferred stock pursuant to the terms of the Company’s Certificate of Incorporation. Subsequently in 2018, the Company enacted a forward split of 1:9 which increased the number of shares outstanding to 1,124,856.

During the fiscal year 2019, certain founders sold 962,298 shares to an investor of series C preferred stock and such shares automatically converted into shares of series C preferred stock pursuant to the terms of the Company’s Certificate of Incorporation.

As of December 31, 2020 there was 484,912 founders preferred stock outstanding.

Transactions Related to Preferred Stock

All share and per share information has been retroactively adjusted to reflect any stock splits.

In August 2019, the Company issued 20,949,454 shares of series C preferred stock at a purchase price of $3.50 per share and received $70.0 million in proceeds.

Class A and Class B Common Stock

The Company’s Board of Directors has authorized two class of common stock, Class A and Class B. Holders of Class A and Class B common stock are not entitled to preemptive or other similar subscription rights to purchase any of Embark Technology’s securities.

Class A common stock is neither convertible nor redeemable. Class B common stock is convertible into Class A common stock. Unless Embark Technology’s board of directors determines otherwise, Embark Technology will issue all of Embark Technology’s capital stock in certificated form. The Embark Founders held all outstanding shares of Class B common stock up on consummation of the Business Combination.

In connection with the merger with NGA on November 10, 2021, the Embark Founders exchanged 87,078,781shares of Founder's common stock, which were entitled to one vote per share, into the same number of shares of Class B common stock, which are entitled to ten votes per share. The Company recorded the incremental value of $13.6 million associated with this transaction as stock-based compensation in general and administrative expenses.

The significant rights, privileges and preferences of common stock as of December 31, 2021 are as follows:

Liquidation Preference

If Embark Technology is involved in voluntary or involuntary liquidation, dissolution or winding up of Embark Technology’s affairs, or a similar event, each holder of Embark Technology Common Stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of Embark Technology preferred stock, if any, then outstanding.

Dividends

Each holder of shares of Embark Technology Common Stock is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of Embark Technology’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of the holders of Embark Technology’s Preferred Stock, if any, and any contractual limitations on Embark Technology’s ability to declare and pay dividends.

Voting

Each holder of Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders, as provided by the Embark Technology Charter. Each holder of Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders, as provided by the Embark Technology Charter. Following the Business Combination, holders of Class B Common Stock will have the ability to control the business affairs of Embark Technology. The Embark Technology Bylaws provide that the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law, the Embark Technology Bylaws or the Embark Technology Charter, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

WARRANTS

12 Months Ended

Dec. 31, 2021

WARRANTS

WARRANTS

6. WARRANTS

As of December 31,2021, the following warrants were issued and outstanding:


				Fair Value		Exercise
			Warrants	Price per		Price per
Description	Classification	Issue Date	Outstanding	Share		Share		Expiration
FPA Warrants ⁽¹⁾	Liability	November 10, 2021	666,663	$	2.01	$	11.50	November 10, 2026
Public warrants	Liability	November 10, 2021	13,799,936	$	2.01	$	11.50	November 10, 2026
Private warrants	Liability	November 10, 2021	6,686,667	$	2.35	$	11.50	November 10, 2026
Working Capital warrants	Liability	November 10, 2021	2,000,000	$	2.35	$	11.50	November 10, 2026

(1)FPA are the “Forward Purchase Agreements” entered into, or amended and restated, by NGA on April 21, 2021

The Company determined the FPA, Public, Private and Working Capital warrants to be classified as a liability and fair valued the warrants on the issuance date using the publicly available price for the warrants, of $41.2 million. The fair value of the FPA and Public warrants were remeasured as of the reporting date with the change in value reflected as part of Other Expense.

The fair value of $49.4 million of Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of December 31, 2021:


Risk – free interest rate		1.24 %
Expected term (in years)		4.86
Expected dividend yield		0 %
Expected volatility		40.0%

The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

STOCK-BASED COMPENSATION EXPENSE

12 Months Ended

Dec. 31, 2021

STOCK-BASED COMPENSATION EXPENSE

STOCK-BASED COMPENSATION EXPENSE

7. STOCK-BASED COMPENSATION EXPENSE

Stock Option Plan

In connection with the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), under which the Company grants cash and equity incentive awards to directors, employees (including named executive officers) and consultants in order to attract, motivate and retain the talent for which the Company competes. The Company terminated the 2016 Stock Plan, provided that the outstanding awards previously granted under the 2016 Plan continue to remain outstanding under the 2016 Plan. Under the 2021 Plan, as of December 31, 2021, the Company has authorized to issue a maximum number of 58,713,535 shares of Class A common stock, with annual increases beginning January 1, 2022 and ending on and including January 1, 2031 of 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the preceding calendar year.

The Company adopted the 2016 Stock Plan in October 2016 (the “Plan”). The 2016 Plan authorized the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and consultants. The 2016 Plan also initially reserved 993,542 shares of common stock (8,941,878 shares post-split in June 2018) for issuance and designated forfeited option shares to be returned to the option reserve. Options may be early exercised and are exercisable for a term of 10 years from the date of grant.As of December 31, 2020, the Company’s board of directors had authorized 33,959,633 shares to be reserved for options grants under the 2016 Plan. The Company had 6,523,460 shares available for issuance as of December 31, 2020.

Stock Option Valuation

The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions.

The Company calculates the fair value of each option grant on the grant date using the following assumptions:

Expected Term — The Company uses the simplified method when calculating expected term due to insufficient historical exercise data.

Expected Volatility — As the Company’s shares are not actively traded, the volatility is based on a benchmark of comparable companies within the automotive and energy storage industries.

Expected Dividend Yield — The dividend rate used is zero as the Company does not have a history of paying dividends on its common stock and does not anticipate doing so in the foreseeable future.

Risk-Free Interest Rate — The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.


	Years Ended December 31,
	2021	2020
Risk-free interest rate	0.55-1.09%	0.29-1.63%
Expected term (in years)	5.47-6.07	5.66-6.28
Expected dividend yield.	0%	0%
Expected volatility	36.88-46.74%	31.29-36.85%

The following table presents the impact of stock-based compensation expense on the Statements of Operations for the years ended December 31, 2021 and 2020 respectively (in thousands):


	Years Ended
	December 31,
	2021		2020

Research and development	$	16,594	$	743
General, and administrative		30,961		99
Sales and Marketing	$	52	$	—
Total stock-based compensation expense	$	47,607	$	842

Total stock-based compensation that was capitalized into internally developed software asset was $0.2 million and $0.1 million during the years ended December 31, 2021 and 2020, respectively.

Option Activity

Changes in stock options are as follows:


				Weighted
		Weighted		Average	Aggregate
	Number	Average		Remaining	Intrinsic
	of Options	Exercise Price		Contractual	Value
	Outstanding	Per Share		Term (years)	(in thousands)
Outstanding at December 31, 2019	23,191,158	$	0.07	8.29	$	9,469
Granted	6,787,303		0.28
Exercised	(1,934,106)		0.07			1,226
Cancelled	(2,627,039)		0.10
Outstanding at December 31, 2020	25,417,316	$	0.12	7.68	$	15,194
Granted	3,152,285		0.78
Exercised	(1,781,794)		0.15			6,123
Cancelled	(1,429,352)		0.21
Outstanding at December 31, 2021	25,358,455	$	0.20	6.89	$	215,093
Vested and exercisable as of December 31, 2021	17,675,057	$	0.10	6.17	$	151,634

The weighted-average grant date fair value of stock options issued for the years ended December 31, 2021 and 2020 were, $1.86 and $0.42, respectively. The total intrinsic value of stock options exercised was $6.1 million and $1.2 million for the years ended December 31, 2021 and 2020, respectively. The fair value of awards vested in the years ended December 31, 2021 and 2020 was $2.4 million and $1.0 million, respectively.

Restricted Stock Units

During the period ended December 31, 2021, the Company granted RSUs to its employees. The RSUs are subject to performance and service-based vesting conditions satisfied over four years with one-fourth of the award vesting after the first-year anniversary and one-forty eighth of the award vesting monthly thereafter. The related stock-based compensation is recognized based on a graded attribution method. For the period ended December 31, 2021, the Company recognized stock-based compensation associated with such RSUs as the performance condition has been met as of November 10, 2021, in the amount of $25.9 million. The company recognized the expense based on an accelerated attribution method.

As of December 31, 2021, there was $55.4 million unrecognized stock-based compensation expense related to outstanding RSUs granted to employees, with a weighted-average remaining vesting period of 4.0 years.

The Company’s RSUs activity for the year ended December 31, 2021 was as follows:


		Weighted Average
		Grant Date Fair
	Number of Shares	Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	9,630,307		8.44
Forfeited	(9,194)		8.48
Vested	(4,339)		9.01
Outstanding at December 31, 2021	9,616,774	$	8.44

Performance Stock Units

During the year ended December 31, 2021, the Company granted PSUs to its employees. The PSUs are subject to certain market and performance-based conditions which require the Company to become a registered public company and meet market conditions that are based on the Company achieving six different valuation tranches as derived from the achievement of escalating share price thresholds of $20.00, $35.00, $50.00, $65.00, $80.00 and $100.00 (calculated based on the 90-day volume weighted average price or, in the event of a change in control, the fair market value based on the terms of such change in control) following the first anniversary of the consummation of the Business Combination. The market condition can be achieved over ten years in relation to the pre-money valuation prior to the Business Combination. Once the performance condition has been achieved or is considered probably of being

achieved, the related stock-based compensation is recognized based on a graded attribution method. For the period ended December 31, 2021, given the performance condition was achieved through the Business Combination, the Company recognized stock-based compensation associated with such PSUs in the amount of $4.5 million. The company recognized the expense based on an accelerated attribution method.

As of December 31, 2021, there was $83.6 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining vesting period of 8.74 years.

The Company’s PSUs activity for the year ended December 31, 2021 was as follows:


		Weighted Average
		Grant Date Fair
	Number of Shares	Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	44,715,756		1.97
Forfeited	—		—
Vested	—		—
Outstanding at December 31, 2021	44,715,756	$	1.97

Common Stock Units

The Company issued shares of Class A common stock upon the exercise of certain Embark warrants issued for services at the time of consummation of the Business Combination, which was subject to vesting terms, with the shares being subject to cancellation. These warrants were exercised on a cashless basis, with the unvested shares being excluded from the stockholders’ equity. Early exercises are reclassified to additional paid-in capital as the Company’s cancellation right lapses. The number of unvested shares of Class A common stock were 1,481,065 as of December 31, 2021.

As of December 31, 2021, there was $4.2 million unrecognized stock-based compensation expense related to outstanding Common Stock Units (“CSUs”) granted to non-employees, with a weighted-average remaining vesting period of 2.37 years.

The Company's CSUs activity for the year ended December 31, 2021 was as follows:


		Weighted Average
		Grant Date Fair
	Number of Shares	Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	2,256,861		2.48
Forfeited	—		—
Vested	(775,796)		2.48
Outstanding at December 31, 2021	1,481,065	$	2.48

RETIREMENT SAVINGS PLAN

12 Months Ended

Dec. 31, 2021

RETIREMENT SAVINGS PLAN

RETIREMENT SAVINGS PLAN

8. RETIREMENT SAVINGS PLAN

The Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre- tax salary subject to statutory limitations. The Company does not currently offer a match and has not provided a match for the years ended December 31, 2021 and 2020.

- Definition

The entire disclosure for retirement benefits.

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+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2021

INCOME TAXES

INCOME TAXES

9. INCOME TAXES

Loss before provision for income taxes are $124.2 million and $21.5 million for the years ended December 31, 2021 and 2020, respectively. The Company did not incur any income tax provision for the years ended December 31, 2021 and 2020.

A reconciliation of the federal statutory rate of 21% to the Company’s effective tax rate is as follows:


	Years Ended December 31,
	2021		2020
U.S. federal tax benefit at statutory rate	21.00	%	21.00	%
State income taxes, net of federal benefit	5.41	%	7.84	%
Non-deductible expenses and other	(0.21)	%	(0.16)	%
Share-based compensation	(0.33)	%	(0.95)	%
Compensation Disallowance under 162(m)	(4.43)	%	—	%
Research and development credits	0.87	%	0.79	%
Initial public offering costs	(0.12)	%	—	%
Interest on convertible note	(1.38)	%	—	%
Warrant expense	(1.19)	%	—	%
Derivative liability	(1.22)	%	—	%
Change in valuation allowance, net	(18.40)	%	(28.52)	%
Effective tax rate	—	%	—	%

For the years ended December 31, 2021 and 2020, the Company’s effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net loss before income tax, primarily as the result of state income taxes, R&D credits and changes in the Company’s valuation allowance.


	Balance at
(in thousands)	beginning		Charges to				Balance at
Valuation Allowance	of period		expenses		Deductions		end of period
Year ended December 31, 2021	$	(13,425)	$	(25,934)	$	—	$	(39,359)
Year ended December 31, 2020		(7,278)		(6,147)		—		(13,425)

The components of the Company’s net deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands):


	As of December 31,
	2021		2020
Deferred tax assets:
Net operating loss	$	27,241	$	12,798
Stock based compensation		5,730		—
Other accruals		84		77
Fixed Assets and Intangibles		27		163
Capitalized Start-up Expenses		3,939		—
Credit carryforwards		3,781		1,426
Total deferred tax assets		40,802		14,464
Valuation Allowance		(39,359)		(13,425)
Total deferred tax assets after valuation allowance	$	1,443	$	1,039
Deferred tax liability
Capitalized Software		(1,443)		(1,039)
Net deferred tax assets	$	—	$	—

Due to its history of operating losses, the Company has not recorded any income tax expense for the years ended December 31, 2021 and 2020.

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its deferred tax assets. The valuation allowance as of December 31, 2020 was $13.4 million, which increased to $39.4 million for the year ended December 31, 2021. The increase in the valuation allowance is primarily due to current year losses and research credits.

As of December 31, 2021 and 2020, the Company has U.S. federal net operating loss carryforwards of $97.2 million and $45.8 million respectively, and state net operating loss carryforward of $100.0 million and $47.2 million respectively, which begin to expire

in 2036 for federal and state purposes. Approximately $93.2 million of the federal net operating losses included above can be carried forward indefinitely. As of December 31, 2021 and 2020, the Company has U.S. federal research credit carryforwards of $3.4 million and $1.2 million respectively, and state research credit carryforwards of $2.9 million and $1.5 million respectively. The federal tax credit carryforwards will begin to expire in 2037, if not utilized. The state credit carryforwards do not expire.

The Company has not performed a Section 382 study to determine whether it had experienced a change in ownership and, if so, whether the tax attributes (NOLs or credits) were impaired. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize NOL or other tax attributes, such as research tax credits, in any taxable year, may be limited if the Company has experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock within a specified testing period. Similar rules may apply under state tax laws.

A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows (in thousands):


	As of December 31,
	2021		2020
Unrecognized tax benefits, beginning of year	$	1,028	$	614
Increases related to prior year tax provisions		—		—
Increase related to current year tax provisions		1,099		414
Unrecognized tax benefits, end of year	$	2,127	$	1,028

The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2021, there was no accrued interest or penalties related to uncertain tax positions. None of the unrecognized tax benefits would impact the effective tax rate if realized. The Company does not expect the unrecognized tax benefits to significantly change in the next twelve months.

The Company reports income taxes in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 740, Income Taxes, which requires an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized.

The Company files income tax returns in the U.S. and various state jurisdictions. The U.S. and state jurisdictions have statutes of limitations that generally range from three to five years. Due to the Company’s net losses, substantially all of its federal, state and local income tax returns are subject to examination for federal and state purposes since inception. The Company is not currently under examination for federal or state income tax purposes.

In March 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” (the “Act”) was signed into law. The Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. As of December 31, 2021, the Company expects that these provisions will not have a material impact as the Company has no net operating losses or AMT credits that would fall under these provisions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

CONVERTIBLE DEBT AND NOTES PAYABLE

12 Months Ended

Dec. 31, 2021

CONVERTIBLE DEBT AND NOTES PAYABLE

CONVERTIBLE DEBT AND NOTES PAYABLE

10. CONVERTIBLE DEBT AND NOTES PAYABLE

On April 16, 2021, the Company entered into a $25 million note payable that the Company utilizes for operations and research and development. The note has an interest rate of 10%, with the unpaid principal and accrued interest being due on April 16, 2022. The note does not contain voluntary prepayment clause unless consented by the note holder, as defined in the agreement. The Company recorded $8.1 million of debt issuance costs related to embedded derivatives on April 16, 2021, which was accreted during the year ended December 31, 2021 as interest expense. Further, the Company recorded an impact of $4.3 million as additional mark to market expense for such derivative liability during the year ended December 31, 2021. Upon consummation of the merger described in Note 3, these notes were converted into 3,774,951 shares of Class A common stock. As a result of this conversion the company

recorded $37.5 million to additional paid-in-capital with the offset to the convertible note and derivative balance as of the date of conversion. As of December 31, 2021, this note balance and the related derivative liability is no longer outstanding.

On February 18, 2021 and January 5, 2021, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million and $0.1 million at an interest rate equal to 6.99% and 7.50% per annum, with a maturity date of April 1, 2026 and January 19, 2027, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal.

On February 19, 2018, January 28, 2019, and May 23, 2019, the Company entered into financing agreement to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.3 million, $0.4 million, and $0.5 million at an interest rate equal to 8.25% per annum, with a maturity date of March 5th, 2023, February 14, 2024, and June 12, 2024, respectively. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal.

The Company entered into financing agreement on August 2, 2016 to finance the purchase of trucks that the Company utilizes for research and development. The financing agreements consisted of a loan of $0.1 million at an interest rate equal to 12.50% per annum, with a maturity date of August 9, 2020. The Company makes equal monthly installment payments over the term of each financing arrangement which are allocated between interest and principal.

Notes payable as of December 31, 2021 and 2020, $1.1 million, and $0.8 million, respectively.

The following table presents future payments of principal as of December 31, 2021 (in thousands):


Fiscal year
2022		358
2023		313
2024		182
2025 and thereafter		227
Total future payments	$	1,080

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

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+ Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, all such matters are not expected to have a material effect on the financial position, results of operations or cash flows of the Company. However, the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company that remains outstanding as of December 31, 2021, and December 31, 2020.

Lease Agreement

The Company leases office facilities in the United States that expire at various dates through December 2027. All lease arrangements entered into are classified as operating leases. Certain leases contain scheduled increases in rental payments resulting in uneven cash flows over the life of the lease. The difference between the required lease payment and the recognition of lease expense on a straight-line basis is recorded as a deferred rent liability on the balance sheet. Rent expense during the years ended December 31, 2021 and 2020, was $1.4 million and $1.4 million, respectively.

Total future minimum lease payments over the term of the lease as of December 31, 2021, are as follows (in thousands):


Years Ended December 31,	Lease Payments
2022	$	3,669
2023		5,194
2024		5,165
2025		3,970
2026		4,666
2027	$	4,367
Total	$	27,031

The Company’s headquarter lease in San Francisco, CA contains an option to renew the lease for a period of three years upon expiration of the initial lease term in December 2024 for which the base rent shall be the then fair market value rent at the time of exercise.

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2021

NET LOSS PER SHARE

NET LOSS PER SHARE

12. NET LOSS PER SHARE

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020 (in thousands, except share and per share data).


	Years Ended
	December 31,
	2021		2020
Numerator:
Net loss	$	(124,213)	$	(21,531)
Net loss attributable to ordinary shareholders	$	(124,213)	$	(21,531)
Denominator:
Weighted-average ordinary shares outstanding, Class A		173,157,272		138,886,157
Net loss per share attributable to common stockholders, basic and diluted, Class A	$	(0.67)	$	(0.16)
Weighted-average ordinary shares outstanding, Class B		12,167,200	$	—
Net loss per share attributable to common stockholders, basic and diluted, Class B	$	(0.67)	$	—

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive.


	December 31,
	2021	2020

Founders Preferred shares	—	484,912
Series A-1 convertible preferred shares	—	10,902,511
Series A-2 convertible preferred shares	—	16,026,810
Series A-3 convertible preferred shares	—	7,413,655
Series A-4 convertible preferred shares	—	1,762,026
Series A-5 convertible preferred shares	—	7,995,163
Series A-6 convertible preferred shares	—	10,881,463
Series A-7 convertible preferred shares	—	45,162,477
Series B convertible preferred shares	—	97,945,841
Series C convertible preferred shares	—	62,492,365
Options issued and outstanding	17,675,097	25,417,375
Warrants issued and outstanding	23,153,267	—
Restricted stock units	9,621,113	—
Common stock units	1,481,065	—
Performance stock units	44,715,756	—
Total	96,646,298	286,484,598

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash, Cash Equivalents and Restricted Cash

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands):


	December 31,
	2021		2020

Cash and cash equivalents	$	264,615	$	11,055
Restricted cash, short-term		130		65
Restricted cash, long-term		275		340
Cash, cash equivalents and restricted cash	$	265,020	$	11,460

Investments

There were no other-than-temporary impairments as of December 31,2020.

Fair Value of Financial Instruments

Level 1 — Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.

The carrying value and fair value of the Company’s financial instruments as December 31, 2021 and 2020, respectively, are as follows:


	As of December 31, 2021
	(in thousands)
	Level 1		Level 2	Level 3		Total
Assets
Cash equivalents:
United States money market funds	$	22,349	—		—	$	22,349
Liabilities
Warrant liabilities - FPA warrants	$	1,337	—		—	$	1,337
Warrant liabilities - public warrants	$	27,669	—		—	$	27,669
Warrant liabilities - working capital warrants		—	—	$	4,700	$	4,700
Warrant liabilities - private warrants		—	—	$	15,714	$	15,714

In 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Working Capital Warrants.


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2		Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586		—	—	$	7,586
Short-term investments
United States treasury securities		—	$	53,553	—	$	53,553

Public and Private Warrants

Convertible Notes and Derivatives

Property, Equipment and Software


Property, Equipment and Software		Useful life (years)
Machinery and equipment		5 years
Electronic equipment		3 years
Vehicles and vehicle hardware		3 – 7 years
Leasehold improvements		Shorter of useful life or lease term
Furniture and fixtures		7 years
Developed software		2 – 4 years

Leases

Impairment of Long-Lived Assets

Deferred Transaction Costs

Income Taxes

Stock-based Compensation

Internal Use Software

Research and Development Expense

General, and Administrative Expenses

General, and administrative expense consist of personnel costs, allocated facilities expenses, depreciation and amortization, travel, and business development costs.

Other Income

Interest Income

Interest income primarily consists of investment and interest income from marketable securities, long- term investments and our cash and cash equivalents.

Interest Expense

Interest expense consisted primarily of interest on our convertible notes payable, which was repaid upon consummation of the Business Combination.

Net Loss Per Share

Comprehensive Income (Loss)

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of cash and cash equivalents and restricted cash and cash equivalents

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the statements of cash flows are as follows (in thousands):


	December 31,
	2021		2020

Cash and cash equivalents	$	264,615	$	11,055
Restricted cash, short-term		130		65
Restricted cash, long-term		275		340
Cash, cash equivalents and restricted cash	$	265,020	$	11,460

Schedule of carrying value and fair value of financial instruments

The carrying value and fair value of the Company’s financial instruments as December 31, 2021 and 2020, respectively, are as follows:


	As of December 31, 2021
	(in thousands)
	Level 1		Level 2	Level 3		Total
Assets
Cash equivalents:
United States money market funds	$	22,349	—		—	$	22,349
Liabilities
Warrant liabilities - FPA warrants	$	1,337	—		—	$	1,337
Warrant liabilities - public warrants	$	27,669	—		—	$	27,669
Warrant liabilities - working capital warrants		—	—	$	4,700	$	4,700
Warrant liabilities - private warrants		—	—	$	15,714	$	15,714

In 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Working Capital Warrants.


	As of December 31, 2020
	(in thousands)
	Level 1		Level 2		Level 3	Total
Assets
Cash equivalents:
United States money market funds	$	7,586		—	—	$	7,586
Short-term investments
United States treasury securities		—	$	53,553	—	$	53,553

Schedule of property equipment and software useful life


Property, Equipment and Software		Useful life (years)
Machinery and equipment		5 years
Electronic equipment		3 years
Vehicles and vehicle hardware		3 – 7 years
Leasehold improvements		Shorter of useful life or lease term
Furniture and fixtures		7 years
Developed software		2 – 4 years

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2021

BALANCE SHEET COMPONENTS

Schedule of short term investments

The Company did not have any short-term investments as of December 31, 2021. Short-term investments as of December 31, 2020, consist of the following (in thousands):


	Cost or		Unrealized
As of December 31, 2020	Amortized Cost		Gains		Fair Value
U.S government securities	$	53,508	$	45	$	53,553
	$	53,508	$	45	$	53,553

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of December 31, 2021 and 2020, respectively (in thousands):


	As of
	December 31,
	2021		2020
Prepaid insurance	$	7,459	$	138
Accrued interest and dividends		—		201
Prepaid software		2,564		279
Prepaid hardware		30		—
Income tax receivable		494		494
Short-term deposits		448		55
Other prepaid expenses		1,647		176
Other current assets		104		24
Total prepaid expenses and other current assets	$	12,746	$	1,367

Schedule of property and equipment

Property, equipment and software consist of the following as of December 31, 2021 and 2020, respectively (in thousands):


	As of
	December 31,
	2021		2020
Machinery and equipment	$	344	$	207
Electronic equipment		413		130
Vehicles and vehicle hardware		6,268		4,144
Leasehold improvements		258		119
Developed software		5,184		3,709
Other		26		—
Property, equipment and software, gross		12,493		8,309
Less: accumulated depreciation and amortization		(2,856)		(1,783)
Total property, equipment and software, net	$	9,637	$	6,526

Schedule of other assets

Other assets consist of the following as of December 31, 2021 and 2020, respectively (in thousands):


	December 31,		December 31,
	2021		2020
Intangibles assets	$	4	$	3
Long-term deposits		3,592		75
Total Other Assets	$	3,596	$	78

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020, respectively (in thousands):


	December 31,
	2021		2020
Accrued payroll expenses		823		259
Accrued general expenses		1,745		524
Accrued legal expenses		124		—
Accrued software expenses		—		—
Accrued consultant expenses		380		—
Short-term deferred rent		(15)		51
Early Exercise liability		26		11
Income tax payable		47		47
Other		12		—
Total accrued expenses and other current liabilities	$	3,142	$	892

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2021

STOCKHOLDERS' EQUITY

Schedule of Preferred and Founders Preferred Stock

The following table is a summary of the preferred stock and founders preferred stock as of December 31, 2020 (in thousands, except for share data):


		Shares Issued						Per Share
	Shares	and			Issue Price			Liquidation
	Authorized	Outstanding	Cash Raised		per Share			Preference
Founders Preferred Stock⁽¹⁾	3,355,453	484,912	$	—	$	0.00		$	0.00
Series A-1 Preferred Stock	10,902,512	10,902,512		375		0.10			0.10
Series A-2 Preferred Stock	16,026,811	16,026,811		735		0.14			0.14
Series A-3 Preferred Stock	7,413,655	7,413,655		425		0.17			0.17
Series A-4 Preferred Stock	1,762,026	1,762,026		100		0.17			0.17
Series A-5 Preferred Stock	7,995,163	7,995,163		550		0.21			0.21
Series A-6 Preferred Stock	10,881,464	10,881,464		2,390		0.66			0.66
Series A-7 Preferred Stock	45,162,478	45,162,478		12,399		0.82			0.82
Series B Preferred Stock	97,945,845	97,945,845		30,000		0.91	⁽¹⁾		0.93
Series C Preferred Stock	62,492,368	62,492,367		70,001		3.34	⁽¹⁾		3.50
Total	263,937,775	261,067,233	$	116,975

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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-Topic 210
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+ Details

WARRANTS (Tables)

12 Months Ended

Dec. 31, 2021

Class of Stock [Line Items]

Schedule of warrants issued and outstanding


				Fair Value		Exercise
			Warrants	Price per		Price per
Description	Classification	Issue Date	Outstanding	Share		Share		Expiration
FPA Warrants ⁽¹⁾	Liability	November 10, 2021	666,663	$	2.01	$	11.50	November 10, 2026
Public warrants	Liability	November 10, 2021	13,799,936	$	2.01	$	11.50	November 10, 2026
Private warrants	Liability	November 10, 2021	6,686,667	$	2.35	$	11.50	November 10, 2026
Working Capital warrants	Liability	November 10, 2021	2,000,000	$	2.35	$	11.50	November 10, 2026

Schedule of fair value of the common stock warrants valuation assumptions


	Years Ended December 31,
	2021	2020
Risk-free interest rate	0.55-1.09%	0.29-1.63%
Expected term (in years)	5.47-6.07	5.66-6.28
Expected dividend yield.	0%	0%
Expected volatility	36.88-46.74%	31.29-36.85%

Warrants issued and outstanding

Class of Stock [Line Items]

Schedule of fair value of the common stock warrants valuation assumptions


Risk – free interest rate		1.24 %
Expected term (in years)		4.86
Expected dividend yield		0 %
Expected volatility		40.0%

STOCK-BASED COMPENSATION EXPENSE (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of fair value of the common stock warrants valuation assumptions


	Years Ended December 31,
	2021	2020
Risk-free interest rate	0.55-1.09%	0.29-1.63%
Expected term (in years)	5.47-6.07	5.66-6.28
Expected dividend yield.	0%	0%
Expected volatility	36.88-46.74%	31.29-36.85%

Schedule of stock-based compensation expense


	Years Ended
	December 31,
	2021		2020

Research and development	$	16,594	$	743
General, and administrative		30,961		99
Sales and Marketing	$	52	$	—
Total stock-based compensation expense	$	47,607	$	842

Schedule of changes in stock options


				Weighted
		Weighted		Average	Aggregate
	Number	Average		Remaining	Intrinsic
	of Options	Exercise Price		Contractual	Value
	Outstanding	Per Share		Term (years)	(in thousands)
Outstanding at December 31, 2019	23,191,158	$	0.07	8.29	$	9,469
Granted	6,787,303		0.28
Exercised	(1,934,106)		0.07			1,226
Cancelled	(2,627,039)		0.10
Outstanding at December 31, 2020	25,417,316	$	0.12	7.68	$	15,194
Granted	3,152,285		0.78
Exercised	(1,781,794)		0.15			6,123
Cancelled	(1,429,352)		0.21
Outstanding at December 31, 2021	25,358,455	$	0.20	6.89	$	215,093
Vested and exercisable as of December 31, 2021	17,675,057	$	0.10	6.17	$	151,634

Schedule of RSU activities


		Weighted Average
		Grant Date Fair
	Number of Shares	Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	9,630,307		8.44
Forfeited	(9,194)		8.48
Vested	(4,339)		9.01
Outstanding at December 31, 2021	9,616,774	$	8.44

Schedule of common stock units activities


		Weighted Average
		Grant Date Fair
	Number of Shares	Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	2,256,861		2.48
Forfeited	—		—
Vested	(775,796)		2.48
Outstanding at December 31, 2021	1,481,065	$	2.48

Outstanding options and RSUs

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of RSU activities


		Weighted Average
		Grant Date Fair
	Number of Shares	Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	44,715,756		1.97
Forfeited	—		—
Vested	—		—
Outstanding at December 31, 2021	44,715,756	$	1.97

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

INCOME TAXES

Schedule of reconciliation of the federal statutory rate o effective tax rate


	Years Ended December 31,
	2021		2020
U.S. federal tax benefit at statutory rate	21.00	%	21.00	%
State income taxes, net of federal benefit	5.41	%	7.84	%
Non-deductible expenses and other	(0.21)	%	(0.16)	%
Share-based compensation	(0.33)	%	(0.95)	%
Compensation Disallowance under 162(m)	(4.43)	%	—	%
Research and development credits	0.87	%	0.79	%
Initial public offering costs	(0.12)	%	—	%
Interest on convertible note	(1.38)	%	—	%
Warrant expense	(1.19)	%	—	%
Derivative liability	(1.22)	%	—	%
Change in valuation allowance, net	(18.40)	%	(28.52)	%
Effective tax rate	—	%	—	%

Schedule of changes in valuation allowance


	Balance at
(in thousands)	beginning		Charges to				Balance at
Valuation Allowance	of period		expenses		Deductions		end of period
Year ended December 31, 2021	$	(13,425)	$	(25,934)	$	—	$	(39,359)
Year ended December 31, 2020		(7,278)		(6,147)		—		(13,425)

Summary of tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities

The components of the Company’s net deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands):


	As of December 31,
	2021		2020
Deferred tax assets:
Net operating loss	$	27,241	$	12,798
Stock based compensation		5,730		—
Other accruals		84		77
Fixed Assets and Intangibles		27		163
Capitalized Start-up Expenses		3,939		—
Credit carryforwards		3,781		1,426
Total deferred tax assets		40,802		14,464
Valuation Allowance		(39,359)		(13,425)
Total deferred tax assets after valuation allowance	$	1,443	$	1,039
Deferred tax liability
Capitalized Software		(1,443)		(1,039)
Net deferred tax assets	$	—	$	—

Summary of changes in the gross amount of unrecognized tax benefits

A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows (in thousands):


	As of December 31,
	2021		2020
Unrecognized tax benefits, beginning of year	$	1,028	$	614
Increases related to prior year tax provisions		—		—
Increase related to current year tax provisions		1,099		414
Unrecognized tax benefits, end of year	$	2,127	$	1,028

CONVERTIBLE DEBT AND NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2021

CONVERTIBLE DEBT AND NOTES PAYABLE

Schedule of future payments of principal

The following table presents future payments of principal as of December 31, 2021 (in thousands):


Fiscal year
2022		358
2023		313
2024		182
2025 and thereafter		227
Total future payments	$	1,080

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES

Schedule of future minimum lease payments

Total future minimum lease payments over the term of the lease as of December 31, 2021, are as follows (in thousands):


Years Ended December 31,	Lease Payments
2022	$	3,669
2023		5,194
2024		5,165
2025		3,970
2026		4,666
2027	$	4,367
Total	$	27,031

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2021

NET LOSS PER SHARE

Schedule of basic and diluted net loss per share attributable to common stockholders


	Years Ended
	December 31,
	2021		2020
Numerator:
Net loss	$	(124,213)	$	(21,531)
Net loss attributable to ordinary shareholders	$	(124,213)	$	(21,531)
Denominator:
Weighted-average ordinary shares outstanding, Class A		173,157,272		138,886,157
Net loss per share attributable to common stockholders, basic and diluted, Class A	$	(0.67)	$	(0.16)
Weighted-average ordinary shares outstanding, Class B		12,167,200	$	—
Net loss per share attributable to common stockholders, basic and diluted, Class B	$	(0.67)	$	—

Schedule of weighted-average outstanding common stock equivalents excluded from the computation of diluted net loss per share


	December 31,
	2021	2020

Founders Preferred shares	—	484,912
Series A-1 convertible preferred shares	—	10,902,511
Series A-2 convertible preferred shares	—	16,026,810
Series A-3 convertible preferred shares	—	7,413,655
Series A-4 convertible preferred shares	—	1,762,026
Series A-5 convertible preferred shares	—	7,995,163
Series A-6 convertible preferred shares	—	10,881,463
Series A-7 convertible preferred shares	—	45,162,477
Series B convertible preferred shares	—	97,945,841
Series C convertible preferred shares	—	62,492,365
Options issued and outstanding	17,675,097	25,417,375
Warrants issued and outstanding	23,153,267	—
Restricted stock units	9,621,113	—
Common stock units	1,481,065	—
Performance stock units	44,715,756	—
Total	96,646,298	286,484,598

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Nov. 10, 2021	Jun. 22, 2021	Dec. 31, 2021	Dec. 31, 2020	Oct. 13, 2020
Shares convertible in merger			2.98
Net increase in cash from business combination	$ 243,900		$ 243,900
Transaction costs	$ 70,200		70,200
Net losses			(124,213)	$ (21,531)
Accumulated deficit			(182,903)	(58,690)
Net cash used in operating activities			(64,909)	(19,130)
Cash and cash equivalents			264,615	11,055
Available-for-sale investments			$ 0	$ 53,553
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination			30 days
Private placement warrants
Exercise price			$ 11.50		$ 11.50
Public warrants
Exercise price			$ 11.50		$ 11.50
Maximum \| Northern Genesis Acquisition Corp. II \| Series C Preferred Stock
Business Combination Stock Issued		$ 5,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) DerivativeInstrument $ / shares shares	Dec. 31, 2020 USD ($)	Oct. 13, 2020 $ / shares shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 264,615	$ 11,055
Cash equivalents	22,300	7,600
Restricted cash	400	400
Reduction Of Face Amount Of Letter Of Credit	100
Change in fair value of warrants	8,206
Dividend declared or paid	0	0
Short-term investments	$ 0	$ 53,553
Number of derivative instruments held \| DerivativeInstrument	0
Unit price \| $ / shares			$ 10.00
Number of shares per unit \| shares			1
Number of warrants per unit \| shares			0.333
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	30 days
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Right of use asset	$ 5,000
Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Right of use asset	4,100
Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of warrants	$ 49,400
Exercise price \| $ / shares	$ 11.50		$ 11.50
Warrants outstanding \| shares	13,800,000
Private placement warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of warrants	$ 8,200
Number of shares per warrant \| shares			1
Exercise price \| $ / shares	$ 11.50		$ 11.50
Warrants outstanding \| shares	6,700,000
Private placement warrants \| Sponsor
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of warrants issued \| shares			6,700,000
Price of warrant \| $ / shares			$ 1.50
Third party investors
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of units issued \| shares			41,400,000
Other income (expense)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of warrants	$ 8,200

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of cash and cash equivalents and restricted cash and cash equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 264,615	$ 11,055
Restricted cash, short-term	130	65
Restricted cash, long-term	275	340
Cash, cash equivalents and restricted cash	$ 265,020	$ 11,460	$ 10,328

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Carrying value and fair value of financial instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers from Level 2 to Level 3 of the fair value	$ 15,500
FPA warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	1,337
Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	27,669
Working Capital warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	4,700
Private placement warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	15,714
United States money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	22,349	$ 7,586
United States treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments		53,553
Level 1 \| FPA warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	1,337
Level 1 \| Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	27,669
Level 1 \| United States money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	22,349	7,586
Level 2 \| United States treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments		$ 53,553
Level 3 \| Working Capital warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	4,700
Level 3 \| Private placement warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 15,714

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Software (Details)	12 Months Ended
	Dec. 31, 2021
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years
Electronic equipment
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Vehicles and vehicle hardware \| Maximum
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	7 years
Vehicles and vehicle hardware \| Minimum
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	Shorter of useful life or lease term
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	7 years
Developed software \| Maximum
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	4 years
Developed software \| Minimum
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	2 years

BUSINESS COMBINATION (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 10, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares
Business Acquisition [Line Items]
Net increase in cash from business combination \| $	$ 243,900	$ 243,900
Transaction costs \| $	$ 70,200	$ 70,200
Shares convertible in merger		2.98
Percentage of class B shares received by founder for class A shares held		80
Warrant liabilities \| $		$ 41,200
Change in fair value of warrants \| $		8,206
Private placement warrants
Business Acquisition [Line Items]
Change in fair value of warrants \| $		$ 8,200
Warrants		6,700,000
Public warrants
Business Acquisition [Line Items]
Change in fair value of warrants \| $		$ 49,400
Warrants		13,800,000
Restricted Stock Units
Business Acquisition [Line Items]
Shares convertible in merger		2.98
PSU's
Business Acquisition [Line Items]
Shares convertible in merger		2.98
Class A Common Stock
Business Acquisition [Line Items]
Shares convertible in merger		2.98
Common stock, par value \| $ / shares		$ 0.0001	$ 0.0001
Stock issued \| $		$ 41,400
Number of common stock shares redeemed		29,800,000
Redemption price \| $ / shares		$ 10.00
Common stock, shares outstanding		362,832,986	141,216,455
Common stock, shares issued		362,832,986	141,216,455
Warrants		23,153,266
Class B Common Stock
Business Acquisition [Line Items]
Shares convertible in merger		2.98
Common stock, par value \| $ / shares		$ 0.0001	$ 0.0001
Common stock, shares outstanding		87,078,781	0
Common stock, shares issued		87,078,781	0

BALANCE SHEET COMPONENTS - Short term investment (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Debt Securities, Available-for-sale [Line Items]
Cost or Amortized Cost	$ 53,508
Unrealized Gains	45
Fair value	53,553
U.S government securities
Debt Securities, Available-for-sale [Line Items]
Cost or Amortized Cost	53,508
Unrealized Gains	45
Fair value	$ 53,553

BALANCE SHEET COMPONENTS - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
BALANCE SHEET COMPONENTS
Prepaid insurance	$ 7,459	$ 138
Accrued interest and dividends		201
Prepaid software	2,564	279
Prepaid hardware	30
Income tax receivable	494	494
Short-term deposits	448	55
Other prepaid expenses	1,647	176
Other current assets	104	24
Total prepaid expenses and other current assets	$ 12,746	$ 1,367

BALANCE SHEET COMPONENTS - Property, Equipment and Software (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 12,493	$ 8,309
Less: accumulated depreciation and amortization	(2,856)	(1,783)
Total property, equipment and software, net	9,637	6,526
Depreciation and amortization expense	1,074	822
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	344	207
Electronic equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	413	130
Vehicles and vehicle hardware
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	6,268	4,144
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	258	119
Developed software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	5,184	$ 3,709
Other
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 26

BALANCE SHEET COMPONENTS - Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
BALANCE SHEET COMPONENTS
Intangibles assets	$ 4	$ 3
Long-term deposits	3,592	75
Total Other Assets	$ 3,596	$ 78

BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
BALANCE SHEET COMPONENTS
Accrued payroll expenses	$ 823	$ 259
Accrued general expenses	1,745	524
Accrued legal expenses	124
Accrued consultant expenses	380
Short-term deferred rent	(15)	51
Early Exercise liability	26	11
Income tax payable	47	47
Other	12
Total accrued expenses and other current liabilities	$ 3,142	$ 892

STOCKHOLDERS' EQUITY - Preferred and Founders Preferred Stock (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2018 shares	Mar. 31, 2021 shares	Dec. 31, 2019 shares	Aug. 31, 2019 $ / shares shares	Dec. 31, 2016 shares
Class of Stock [Line Items]
Total shares authorized	4,110,000,000
Preferred stock shares authorized	10,000,000	260,582,311
Preferred stock shares issued	0	260,582,311
Preferred stock shares outstanding	0	260,582,311
Percentage of class B shares received by founder for class A shares held	80
Percentage of class A shares received by founder for stock held in trust	20
Shares convertible in merger	2.98
Proceeds from issuance of convertible preferred stock \| $		$ 116,975
Founder
Class of Stock [Line Items]
Preferred stock shares authorized	0
Preferred stock shares issued	0
Preferred stock shares outstanding	0	484,912
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	4,000,000,000	150,000,000
Shares convertible in merger	2.98
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	0
Shares convertible in merger	2.98
Founders Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		3,355,453
Preferred stock shares issued		484,912					1,788,375
Preferred stock shares outstanding		484,912		484,912	484,912		200,995
Preferred stock price per share \| $ / shares		$ 0.00
Preferred stock liquidation preference \| $ / shares		$ 0.00
Series A-1 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		10,902,512
Preferred stock shares issued		10,902,512
Preferred stock shares outstanding		10,902,512
Preferred stock price per share \| $ / shares		$ 0.10
Preferred stock liquidation preference \| $ / shares		$ 0.10
Preferred stock issuance cost \| $	$ 100
Proceeds from issuance of convertible preferred stock \| $		$ 375
Series A-2 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		16,026,811
Preferred stock shares issued		16,026,811
Preferred stock shares outstanding		16,026,811
Preferred stock price per share \| $ / shares		$ 0.14
Preferred stock liquidation preference \| $ / shares		$ 0.14
Proceeds from issuance of convertible preferred stock \| $		$ 735
Series A-3 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		7,413,655
Preferred stock shares issued		7,413,655
Preferred stock shares outstanding		7,413,655
Preferred stock price per share \| $ / shares		$ 0.17
Preferred stock liquidation preference \| $ / shares		$ 0.17
Proceeds from issuance of convertible preferred stock \| $		$ 425
Series A-4 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		1,762,026
Preferred stock shares issued		1,762,026
Preferred stock shares outstanding		1,762,026
Preferred stock price per share \| $ / shares		$ 0.17
Preferred stock liquidation preference \| $ / shares		$ 0.17
Proceeds from issuance of convertible preferred stock \| $		$ 100
Series A-5 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		7,995,163
Preferred stock shares issued		7,995,163
Preferred stock shares outstanding		7,995,163
Preferred stock price per share \| $ / shares		$ 0.21
Preferred stock liquidation preference \| $ / shares		$ 0.21
Proceeds from issuance of convertible preferred stock \| $		$ 550
Series A-6 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		10,881,464
Preferred stock shares issued		10,881,464
Preferred stock shares outstanding		10,881,464
Preferred stock price per share \| $ / shares		$ 0.66
Preferred stock liquidation preference \| $ / shares		$ 0.66
Proceeds from issuance of convertible preferred stock \| $		$ 2,390
Series A-7 Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		45,162,478
Preferred stock shares issued		45,162,478
Preferred stock shares outstanding		45,162,478
Preferred stock price per share \| $ / shares		$ 0.82
Preferred stock liquidation preference \| $ / shares		$ 0.82
Proceeds from issuance of convertible preferred stock \| $		$ 12,399
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		97,945,845
Preferred stock shares issued		97,945,845	76,010
Increased number of shares outstanding			1,124,856
Preferred stock shares outstanding		97,945,845
Preferred stock price per share \| $ / shares		$ 0.91
Preferred stock liquidation preference \| $ / shares		$ 0.93
Preferred stock issuance cost \| $	$ 100
Conversion ratio			0.111
Proceeds from issuance of convertible preferred stock \| $		$ 30,000
Series B Preferred Stock \| Founder
Class of Stock [Line Items]
Preferred stock shares issued	700,000
Preferred stock price per share \| $ / shares	$ 0.91
Preferred stock liquidation preference \| $ / shares	$ 0.93
Series C Preferred Stock
Class of Stock [Line Items]
Preferred stock shares authorized		62,492,368
Preferred stock shares issued		62,492,367			962,298	20,949,454
Preferred stock shares outstanding		62,492,367
Preferred stock price per share \| $ / shares		$ 3.34				$ 3.50
Preferred stock liquidation preference \| $ / shares		$ 3.50
Preferred stock issuance cost \| $	$ 100
Proceeds from issuance of convertible preferred stock \| $		$ 70,001
Series C Preferred Stock \| Founder
Class of Stock [Line Items]
Preferred stock shares issued	1,000,000.0
Preferred stock price per share \| $ / shares	$ 3.34
Preferred stock liquidation preference \| $ / shares	$ 3.50
Represent the Preferred Stock including Founders Preferred Stock, shares authorized
Class of Stock [Line Items]
Preferred stock shares authorized		263,937,775
Represent the Preferred stock including Founders Preferred Stock, shares issued
Class of Stock [Line Items]
Preferred stock shares issued		261,067,233
Represent the Preferred Stock including Founders Preferred Stock, shares outstanding
Class of Stock [Line Items]
Preferred stock shares outstanding		261,067,233

STOCKHOLDERS' EQUITY - Proceeds from Issuance of Convertible Preferred Stock (Details)	12 Months Ended
	Dec. 31, 2021 Vote shares	Dec. 31, 2016 shares	Mar. 31, 2021 shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares	Aug. 31, 2019 shares
Class of Stock [Line Items]
Preferred stock shares issued	0			260,582,311
Preferred stock shares outstanding	0			260,582,311
Founder
Class of Stock [Line Items]
Preferred stock shares issued	0
Preferred stock shares outstanding	0			484,912
Founders Preferred Stock
Class of Stock [Line Items]
Preferred stock shares issued		1,788,375		484,912
Repurchase of preferred Stock		582,400
Reverse Stock Spilt ratio		6.00%
Preferred stock shares outstanding		200,995	484,912	484,912	484,912
Series C Preferred Stock
Class of Stock [Line Items]
Preferred stock shares issued				62,492,367	962,298	20,949,454
Preferred stock shares outstanding				62,492,367
Series C Preferred Stock \| Founder
Class of Stock [Line Items]
Preferred stock shares issued	1,000,000.0
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	4,000,000,000			150,000,000
Number of votes per share \| Vote	1
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000			0
Number of votes per share \| Vote	10

STOCKHOLDERS' EQUITY - Preferred Stock (Details) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Aug. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 shares	Dec. 31, 2016 shares
Class of Stock [Line Items]
Preferred Stock, Shares Issued \| shares			0	260,582,311
Preferred stock par value \| $ / shares			$ 0.0001	$ 0.0001
Series C Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued \| shares	20,949,454			62,492,367	962,298
Preferred stock price per share \| $ / shares	$ 3.50			$ 3.34
Proceeds from issuance of preferred stock \| $	$ 70.0
Founders Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued \| shares				484,912		1,788,375
Preferred stock price per share \| $ / shares				$ 0.00
Series B Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued \| shares		76,010		97,945,845
Preferred stock price per share \| $ / shares				$ 0.91
Reverse stock split ratio		0.111
Series A-1 Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued \| shares				10,902,512
Preferred stock price per share \| $ / shares				$ 0.10

WARRANTS (Details) - USD ($) $ / shares in Units, shares in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Oct. 13, 2020
Class of Stock [Line Items]
Fair value of warrants		41.2
FPA warrants
Class of Stock [Line Items]
Warrants Outstanding	$ 666,663
Exercise Price	$ 11.50
Fair Value Price per Share	$ 2.01
Private placement warrants
Class of Stock [Line Items]
Warrants Outstanding	$ 6,686,667
Exercise Price	$ 11.50		$ 11.50
Fair Value Price per Share	$ 2.35
Public warrants
Class of Stock [Line Items]
Warrants Outstanding	$ 13,799,936
Exercise Price	$ 11.50		$ 11.50
Fair Value Price per Share	$ 2.01
Working Capital warrants
Class of Stock [Line Items]
Warrants Outstanding	$ 2,000,000
Exercise Price	$ 11.50
Fair Value Price per Share	$ 2.35
Private and working capital warrants
Class of Stock [Line Items]
Fair value of warrants	49.4

WARRANTS - Common Stock Warrants (Details) - USD ($) $ in Millions		12 Months Ended
	Nov. 10, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Risk-free interest rate		1.24%
Expected term (in years)		4 years 10 months 9 days
Expected dividend yield		0.00%
Expected volatility		40.00%
Fair value of the warrants granted			41,200,000
Number Of Exchanged Shares Issued	87,078,781
General, and administrative
Class of Stock [Line Items]
Incremental Value Of Exchanged Shares		$ 13.6

STOCK-BASED COMPENSATION EXPENSE - Stock Option Plan (Details) - shares	1 Months Ended		12 Months Ended
	Jun. 30, 2018	Oct. 31, 2016	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted.			3,152,285	6,787,303
Stock option issuance			25,358,455	25,417,316	23,191,158
2016 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercisable term (in years)			10 years
Stock option issuance				6,523,460
2016 Stock Plan \| Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted.				33,959,633
Class A Common Stock \| 2016 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares authorized			58,713,535
Percentage of aggregate number of shares outstanding			5.00%
Common Stock \| 2016 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reverse stock splits	8,941,878	993,542

STOCK-BASED COMPENSATION EXPENSE - Stock Option Valuation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.24%
Expected term (in years)	4 years 10 months 9 days
Expected dividend yield	0.00%
Expected volatility	40.00%
Outstanding options and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Minimum \| Outstanding options and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.55%	0.29%
Expected term (in years)	5 years 5 months 19 days	5 years 7 months 28 days
Expected volatility	36.88%	31.29%
Maximum \| Outstanding options and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.09%	1.63%
Expected term (in years)	6 years 25 days	6 years 3 months 10 days
Expected volatility	46.74%	36.85%

STOCK-BASED COMPENSATION EXPENSE - Impact of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 47,607	$ 842
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	16,594	743
General, and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	30,961	99
Sales and Marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	52
Internal developed software
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 200	$ 100

STOCK-BASED COMPENSATION EXPENSE - Changes in Stock Options (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Number of shares

Outstanding at the beginning (in shares)

25,417,316

23,191,158

Granted.

3,152,285

6,787,303

Exercised

(1,781,794)

(1,934,106)

Cancelled

(1,429,352)

(2,627,039)

Outstanding at the end (in shares)

25,358,455

25,417,316

23,191,158

Vested and exercisable

17,675,057

Weighted Average Exercise Price

Outstanding at the beginning (in dollars per share)

$ 0.12

$ 0.07

Granted (in dollars per share)

0.78

0.28

Exercised (in dollars per share)

0.15

0.07

Cancelled (in dollars per share)

0.21

0.10

Outstanding at the end (in dollars per share)

0.20

$ 0.12

$ 0.07

Vested and exercisable (in dollars per share)

$ 0.10

Weighted Average Remaining Contractual Term

Outstanding at the end (in years)

6 years 10 months 20 days

7 years 8 months 4 days

8 years 3 months 14 days

Vested and exercisable (in years)

6 years 2 months 1 day

Aggregate Intrinsic Value Outstanding at the beginning

$ 15,194

$ 9,469

Aggregate Intrinsic Value Outstanding at the beginning

6,123

1,226

Aggregate Intrinsic Value Outstanding at the end

215,093

15,194

$ 9,469

Vested and exercisable

151,634

Intrinsic value of stock options exercised

^[1]

$ 189

$ 121

Outstanding options and RSUs

Weighted Average Remaining Contractual Term

Weighted-average grant date fair value of stock options

$ 1.86

$ 0.42

Intrinsic value of stock options exercised

$ 6,100

$ 1,200

Fair value of awards vested

$ 2,400

$ 1,000

[1]	Insignificant amounts are rounded to zero (“— ”) for disclosure

STOCK-BASED COMPENSATION EXPENSE - RSU, PSU and Common Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option issuance	25,358,455	25,417,316	23,191,158
RSUs forfeited	1,429,352	2,627,039
Balance as of September 30, 2021.	25,358,455	25,417,316	23,191,158
Stock-based compensation expense	$ 47,607	$ 842
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of unvested shares	1,481,065
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at December 31, 2021	1,481,065
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Stock-based compensation expense	$ 25,900
Unrecognized stock-based compensation expense other than options	$ 55,400
Number of unvested shares	9,616,774
Weighted-average remaining vesting period	4 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
RSUs granted	9,630,307
Forfeited	(9,194)
Vested	(4,339)
Outstanding at December 31, 2021	9,616,774
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Granted (In dollars per share)	$ 8.44
Vested (In dollars per share)	9.01
Forfeited (in dollars per share)	8.48
Outstanding at December 31, 2021 (in dollars per share)	$ 8.44
Common Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense other than options	$ 4,200
Number of unvested shares	1,481,065
Weighted-average remaining vesting period	2 years 4 months 13 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
RSUs granted	2,256,861
Vested	(775,796)
Outstanding at December 31, 2021	1,481,065
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Granted (In dollars per share)	$ 2.48
Vested (In dollars per share)	2.48
Outstanding at December 31, 2021 (in dollars per share)	$ 2.48
Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	10 years
Stock-based compensation expense	$ 4,500
Unrecognized stock-based compensation expense other than options	$ 83,600
Number of unvested shares	44,715,756
Weighted-average remaining vesting period	8 years 8 months 26 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
RSUs granted	44,715,756
Outstanding at December 31, 2021	44,715,756
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Granted (In dollars per share)	$ 1.97
Outstanding at December 31, 2021 (in dollars per share)	$ 1.97
Vesting after first-year anniversary \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.25%
Vesting monthly thereafter \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	0.02%
Tranche 1 \| Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price	$ 20.00
Tranche 2 \| Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price	35.00
Tranche 3 \| Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price	50.00
Tranche 4 \| Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price	65.00
Tranche 5 \| Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price	80.00
Tranche 6 \| Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price	$ 100.00

INCOME TAXES - Effective Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Loss before income taxes	$ (124,213)	$ (21,531)
Income tax provision	$ 0	$ 0
U.S. federal tax benefit at statutory rate	21.00%	21.00%
State income taxes, net of federal benefit	5.41%	7.84%
Non-deductible expenses and other	(0.21%)	(0.16%)
Share-based compensation	(0.33%)	(0.95%)
Compensation Disallowance under 162(m)	(4.43%)
Research and development credits	0.87%	0.79%
Initial public offering costs	(0.12%)
Interest on convertible note	(1.38%)
Warrant expense	(1.19%)
Derivative liability	(1.22%)
Change in valuation allowance, net	(18.40%)	(28.52%)

INCOME TAXES - Changes in Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Changes in valuation allowance
Balance at beginning of period	$ (13,425)	$ (7,278)
Charges to expenses	$ (25,934)	$ (6,147)

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating loss	$ 27,241	$ 12,798
Stock based compensation	5,730
Other accruals	84	77
Fixed Assets and Intangibles	27	163
Capitalized Start-up Expenses	3,939
Credit carryforwards	3,781	1,426
Total deferred tax assets	40,802	14,464
Valuation Allowance	(39,359)	(13,425)	$ (7,278)
Total deferred tax assets after valuation allowance	1,443	1,039
Capitalized Software	(1,443)	(1,039)
Income tax provision	0	0
Federal
Deferred tax assets:
Net operating loss	97,200	45,800
Credit carryforwards	3,400	1,200
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration	93,200
State
Deferred tax assets:
Net operating loss	100,000	47,200
Credit carryforwards	$ 2,900	$ 1,500

INCOME TAXES - Reconciliation of Total Unrecognized Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, beginning of year	$ 1,028	$ 614
Increase related to current year tax provisions	1,099	414
Unrecognized tax benefits, end of year	2,127	$ 1,028
Accrued interest or penalties related to uncertain tax positions	$ 0

CONVERTIBLE DEBT AND NOTES PAYABLE - (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Apr. 16, 2021	Feb. 18, 2021	Jan. 05, 2021	Dec. 31, 2020	May 23, 2019	Jan. 28, 2019	Feb. 19, 2018	Aug. 02, 2016
Debt Instrument [Line Items]
Notes payable	$ 1.1				$ 0.8
Financing agreement to finance the purchase of trucks
Debt Instrument [Line Items]
Principal amount			$ 0.1	$ 0.1		$ 0.5	$ 0.4	$ 0.3	$ 0.1
Interest rate			6.99%	7.50%		8.25%	8.25%	8.25%	12.50%
Convertible promissory note
Debt Instrument [Line Items]
Principal amount		$ 25.0
Interest rate		10.00%
Debt issuance costs		$ 8.1
Interest expense	8.1
Mark to market expense for derivative liability	$ 4.3
Convertible promissory note \| Class A Common Stock
Debt Instrument [Line Items]
Shares converted	3,774,951
Adjustments to additional paid in capital due to conversion	$ 37.5

CONVERTIBLE DEBT AND NOTES PAYABLE - Future payments of principal as of December 31, 2021 (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Future payments of principal
2022	$ 358
2023	313
2024	182
2025 and thereafter	227
Total future payments	$ 1,080

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
Lease rent expense	$ 1.4	$ 1.4

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Future minimum lease payments
2022	$ 3,669
2023	5,194
2024	5,165
2025	3,970
2026	4,666
2027	4,367
Total	$ 27,031

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (124,213)	$ (21,531)
Net loss attributable to ordinary shareholders	$ (124,213)	$ (21,531)
Class A Common Stock
Denominator:
Weighted-average ordinary shares outstanding, basic	173,157,272	138,886,157
Weighted-average ordinary shares outstanding, diluted	173,157,272	138,886,157
Net loss per share attributable to common stockholders, basic	$ (0.67)	$ (0.16)
Net loss per share attributable to common stockholders,diluted	$ (0.67)	$ (0.16)
Class B Common Stock
Denominator:
Weighted-average ordinary shares outstanding, basic	12,167,200
Weighted-average ordinary shares outstanding, diluted	12,167,200
Net loss per share attributable to common stockholders, basic	$ (0.67)
Net loss per share attributable to common stockholders,diluted	$ (0.67)

NET LOSS PER SHARE - Weighted-average outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	96,646,298	286,484,598
Founders Preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		484,912
Series A-1 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		10,902,511
Series A-2 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		16,026,810
Series A-3 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		7,413,655
Series A-4 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		1,762,026
Series A-5 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		7,995,163
Series A-6 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		10,881,463
Series A-7 convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		45,162,477
Series B convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		97,945,841
Series C convertible preferred shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive		62,492,365
Options issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	17,675,097	25,417,375
Warrants issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	23,153,267
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	9,621,113
Common stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	1,481,065
Performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted loss per share, as their effect would be anti-dilutive	44,715,756