0001827980-23-000006 | 10-K | XBRL Viewer

Print Document View Excel Document

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39881
Entity Registrant Name	Embark Technology, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3343695
Entity Address, Address Line One	321 Alabama St
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94110
City Area Code	(415)
Local Phone Number	671-9628
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 126,935,277
Documents Incorporated by Reference	None.
Entity Central Index Key	0001827980
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	EMBK
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		19,067,925
FPA warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for 1/20th of one share of common stock at an exercise price of $11.50 per share
Trading Symbol	EMBKW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,353,948

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	Deloitte & Touche LLP
Auditor Location	San Jose, California
Auditor Firm ID	34

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Current assets:

Cash and cash equivalents

$ 157,622

$ 264,615

Restricted cash, short-term

130

Prepaid expenses and other current assets

7,886

12,746

Total current assets

165,573

277,491

Restricted cash, long-term

812

275

Property, equipment and software, net

20,608

9,637

Operating lease right-of-use assets

21,958

Other assets

5,779

3,596

Total assets

214,730

290,999

Current liabilities:

Accounts payable

1,036

2,497

Accrued expenses and other current liabilities

3,885

3,142

Current portion of operating lease liabilities

3,250

Current portion of notes payable

493

358

Total current liabilities

8,664

5,997

Long-term notes payable

1,297

722

Warrant liabilities

463

49,419

Non-current portion of operating lease liabilities

19,222

Other long-term liability

110

Long-term deferred rent

177

Total liabilities

29,756

56,365

Commitments and contingencies (Note 10)

Stockholders’ equity:

Preferred stock, value

Additional paid-in capital

471,038

417,535

Accumulated other comprehensive income

Accumulated deficit

(286,066)

(182,903)

Total stockholders’ equity

184,974

234,634

Total liabilities and stockholders’ equity

214,730

290,999

Class A Common Stock

Stockholders’ equity:

Common stock, value

Class B Common Stock

Stockholders’ equity:

Common stock, value

^[1]

$ 0

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

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.00010	$ 0.00010
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock shares issued (in shares)	0	0
Preferred stock shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	4,000,000,000	4,000,000,000
Common stock, shares issued (in shares)	19,050,207	18,141,649
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	4,353,948	4,353,948

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 79,214	$ 55,276
General and administrative	74,449	48,387
Total operating expenses	153,663	103,663
Loss from operations	(153,663)	(103,663)
Other income (expense):
Change in fair value of derivative liability	0	(4,323)
Change in fair value of warrant liability	48,957	(8,206)
Other income (expense), net	(318)	44
Interest income	2,221	98
Interest expense	(360)	(8,163)
Loss before provision for income taxes	(103,163)	(124,213)
Provision for income taxes	0	0
Net loss	(103,163)	(124,213)
Net loss attributable to common stockholders, basic	(103,163)	(124,213)
Net loss attributable to common stockholders, diluted	$ (103,163)	$ (124,213)
Net loss attributable to common stockholders, basic and diluted
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (4.49)	$ (13.40)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (4.49)	$ (13.40)
Weighted-average shares used in computing net loss per share attributable to common stockholders:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	23,000,744	9,266,224
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	23,000,744	9,266,224
Class A
Net loss attributable to common stockholders, basic and diluted
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ 18,646,805	$ 8,657,864
Net loss per share attributable to common stockholders, diluted (in dollars per share)	18,646,805	8,657,864
Class B Common Stock
Net loss attributable to common stockholders, basic and diluted
Net loss per share attributable to common stockholders, basic (in dollars per share)	4,353,939	608,360
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ 4,353,939	$ 608,360

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (103,163)	$ (124,213)
Other comprehensive loss (net of tax):
Unrealized gains (losses) on short-term investments	0	(45)
Comprehensive loss	$ (103,163)	$ (124,258)

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

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

Total

Northern Genesis Acquisition Corp. II

Sponsor

FPA warrants

Warrant liabilities - working capital warrants

Northern Genesis Acquisition Corp. II

PIPE Financing

Preferred Stock

Non-Founders Preferred Stock

Preferred Stock

Founders Preferred Stock

Common stock units

Class A Common Stock

Common stock units

Class B Common Stock

Common stock units

Northern Genesis Acquisition Corp. II

Class A Common Stock

Common stock units

Northern Genesis Acquisition Corp. II

Sponsor

Class A Common Stock

Common stock units

FPA warrants

Class A Common Stock

Common stock units

PIPE Financing

Class A Common Stock

Warrants

Northern Genesis Acquisition Corp. II

Warrants

FPA warrants

Warrants

Warrant liabilities - working capital warrants

Northern Genesis Acquisition Corp. II

Warrants

PIPE Financing

Additional Paid-in Capital

Northern Genesis Acquisition Corp. II

Additional Paid-in Capital

Northern Genesis Acquisition Corp. II

Sponsor

Additional Paid-in Capital

FPA warrants

Additional Paid-in Capital

Warrant liabilities - working capital warrants

Northern Genesis Acquisition Corp. II

Additional Paid-in Capital

PIPE Financing

Accumulated Deficit

Accumulated Other Comprehensive Income

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Beginning balance

$ 70,805

$ 1

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 129,449

$ (58,690)

$ 45

Beginning balance (in shares) at Dec. 31, 2020

13,029,115

24,245

7,060,822

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Shares issued upon exercise of stock options (in shares)

89,089

87,938

^[1]

Shares issued upon exercise of stock options

$ 189

189

^[1]

Vesting of early exercised stock options

Stock – based compensation

47,767

Issuance of Common Stock for services (in shares)

32,129

Issuance of Common Stock for services

819

Issuance of Common Stock - Convertible Notes (in shares)

188,748

Issuance of Common Stock - Convertible Notes

37,445

Merger Recapitalization - Class A (Embark Trucks Inc.) (in shares)

(13,029,115)

(24,245)

(2,794,821)

15,848,181

Merger Recapitalization - Class A (Embark Trucks Inc.)

$ (1)

^[1]

$ 2

^[1]

Merger recapitalization - Class B (Embark trucks Inc.) (in shares)

(4,353,939)

4,353,948

Merger Recapitalization - Class B (Embark Trucks Inc.)

Issuance costs for Embark Trucks Inc.

(41,082)

Issuance of common stock (in shares)

570,686

501,905

200,000

800,000

Issuance of common stock

$ 1

$ 85,038

$ 40,000

$ 160,000

$ 1

$ 85,038

$ 40,000

$ 160,000

Issuance of warrants (in shares)

13,799,936

666,663

2,000,000

6,686,667

Issuance of warrants

(24,564)

$ (1,187)

$ (3,560)

$ (11,902)

(24,564)

$ (1,187)

$ (3,560)

$ (11,902)

Assumption of NGA assets and liabilities

$ (983)

Other comprehensive loss

(45)

Net loss

(124,213)

Ending balance (in shares) at Dec. 31, 2021

18,141,649

4,353,948

23,153,266

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Beginning balance

$ 234,634

$ 0

^[1]

$ 0

^[1]

$ 2

^[1]

$ 0

^[1]

417,535

(182,903)

Shares issued upon exercise of stock options (in shares)

482,499

^[1]

Shares issued upon exercise of stock options

^[1]

$ 1,378

1,378

Shares issued upon vesting of restricted stock units (in shares)

370,255

Vesting of early exercised stock options

Stock – based compensation

51,415

Issuance of Common Stock for services (in shares)

33,304

Issuance of Common Stock for services

666

Issuance of common stock (in shares)

22,500

Net loss

(103,163)

Ending balance (in shares) at Dec. 31, 2022

19,050,207

4,353,948

23,153,266

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Beginning balance

$ 184,974

$ 0

^[1]

$ 0

^[1]

$ 2

^[1]

$ 0

^[1]

$ 471,038

$ (286,066)

$ 0

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

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

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (103,163)	$ (124,213)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,218	1,074
Right-of-use asset amortization	2,857	0
Stock-based compensation, net of amounts capitalized	49,887	47,607
Change in fair value of warrants	(48,957)	8,206
Net amortization of premiums and accretion of discounts on investments	0	270
Amortization of debt discount	0	8,163
Change in fair value of derivative liability	0	4,323
Loss of sale of property, plant and equipment	(147)	0
Issuance of common stock for services	666	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	4,608	(10,090)
Other assets	(2,183)	(3,518)
Accounts payable	(1,519)	1,957
Other long-term liabilities	60	50
Operating lease liabilities	(2,505)	0
Accrued expenses and other current liabilities	770	1,262
Net cash used in operating activities	(97,408)	(64,909)
Cash flows from investing activities
Maturities of investments	0	53,239
Purchase of property, equipment and software	(10,414)	(3,353)
Proceeds from sale of property, plant and equipment	399	0
Deposit for purchase of trucks	0	(440)
Refund of deposit for trucks	0	87
Net cash provided by (used in) investing activities	(10,015)	49,533
Cash flows from financing activities
Cash proceeds received from convertible note payable	0	25,000
Proceeds from NGA recapitalization	0	314,146
Transaction costs related to merger with NGA	0	(70,189)
Payment towards notes payable	(478)	(210)
Proceeds from exercise of stock options	1,384	189
Repurchase of early exercised options	(4)	0
Net cash provided by financing activities	902	268,936
Net increase (decrease) in cash, cash equivalents and restricted cash	(106,521)	253,560
Cash, cash equivalents and restricted cash at beginning of period	265,020	11,460
Cash, cash equivalents and restricted cash at end of period	158,499	265,020
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	18	71
Supplemental schedule of noncash investing and financing activities
Convertible notes converted into shares of Class A common stock upon consummation of Business Combination	0	25,000
Derivative liability converted into shares of Class A common stock upon consummation of Business Combination	0	12,485
Warrants converted into shares of Class A common stock upon consummation of Business Combination	0	854
Right-of-use assets obtained in exchange for lease obligations	24,815	0
Issuance of common stock for services	666	0
Acquisition of property, equipment and software in accounts payable	58	244
Acquisition of trucks by assuming notes payable	1,420	597
Stock-based compensation capitalized into internally developed software	1,781	160
Vesting of early exercised stock options	$ 42	$ 66

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	12 Months Ended
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Embark Technology, Inc. (“Embark” or the “Company”) was originally incorporated in Delaware on September 25, 2020 under the name Northern Genesis Acquisition Corp. II (“NGA”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On November 10, 2021 (the “Closing Date”), the Company (at such time named Northern Genesis Acquisition Corp. II) consummated the business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated June 22, 2021 with the pre-Business Combination company, Embark Trucks, Inc. (“Embark Trucks”). In connection with the consummation of the Business Combination, the Company changed its name from Northern Genesis Acquisition Corp. II to Embark Technology, Inc. and became the parent entity of Embark Trucks. The principal activities of Embark Technology, Inc. include design and development of autonomous driving software for the truck freight industry. The Company is headquartered in San Francisco, California and was incorporated in the State of Delaware in 2016. Other than Embark Trucks, the Company has one foreign subsidiary based in Australia, as of December 31, 2022. The Company has devoted substantially all of its resources to develop its autonomous truck technology, to enable and expand its route models - transfer point and direct-to-customer, to expand its partnerships with shippers and carriers and other potential consumers, to raising capital, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations from inception through December 31, 2022. Prior to the Merger, NGA ordinary shares and warrants were traded on the New York Stock Exchange under the ticker symbols “NGAB” and “NGAB.WS”, respectively. On the Closing Date, the Company’s Class A common stock and warrants began trading on the NASDAQ under the ticker symbols “EMBK” and “EMBKW”, respectively. One of the primary purposes of the Merger was to provide a platform for Embark Trucks to gain access to the U.S. capital markets. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the SEC. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiary. All intercompany transactions and balances have been eliminated upon consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. Reverse Stock Split On August 15, 2022, the directors of the Company approved an amendment to the Company’s second amended and restated certificate of incorporation (the “Certificate of Incorporation”) to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock, par value $0.0001 per share (the “Common Stock”), at the ratio of 1-for-20. Following the close of trading on the Nasdaq Global Market on August 16, 2022 (the “Effective Time”), the Company filed a certificate of amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. All references in these consolidated financial statements to number of common shares issued or outstanding, price per share, outstanding equity awards as well as the applicable exercise price, and weighted average number of shares outstanding prior to the 1 for 20 reverse split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented, unless otherwise noted. Warrants will be impacted by the same ratio upon exercise. No fractional shares were issued in connection with the Reverse Stock Split. The Reverse Stock Split did not affect the number of authorized shares of Embark’s common stock, the par value of the common stock, the number of warrants issued and outstanding, or the exercise price of the warrants. Liquidity and Capital Resources, and Ability of the Company to Continue as a Going Concern. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from operations since inception and, as a result, as of December 31, 2022 and 2021 had an accumulated deficit of $286.1 million and $182.9 million, respectively. Net cash used in operating activities was $97.4 million and $64.9 million for the years ended December 31, 2022 and 2021, respectively. As Embark has not earned any revenue to date, it has financed its operations primarily through the sale of shares of common stock and preferred stock to fund operations, invest in R&D and repay borrowings. Embark has explored and exhausted avenues following an extended evaluation by Embark of alternative markets in which to commercialize its technology, and with the lack of success in bringing Embark’s product to those markets, it will not generate revenues in the near future, and may not be able to raise additional financing on terms that are favorable, or at all. As such, Embark believes that its operating losses and negative operating cash flows will continue into the foreseeable future requiring Embark to explore strategic alternatives. These conditions and events raise substantial doubt about Embark’s ability to continue as a going concern. In response to these conditions, as part of management’s plans, on March 1, 2023, the Board approved a process to explore, review and evaluate a range of potential strategic alternatives, including, without limitation, exploring alternative uses of Embark’s assets to commercialize its technology, additional sources of financing, as well as potential dissolution or winding up of Embark and liquidation of its assets. In addition, on March 3, 2023, Embark announced a workforce restructuring plan. Management’s plan cannot be considered probable and thus does not alleviate the substantial doubt about Embark’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Fiscal Periods The Company’s fiscal year begins on January 1 and ends of December 31. 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 consolidated financial statements with another public company that is either a) not an emerging growth company or b) an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Segment Information The Company operates in one segment, the truck business unit, which is focused on enhancing self-driving truck software technology. Therefore, the Company’s chief executive officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America. Concentration of Risks Embark’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. Embark maintains its cash and cash equivalents and restricted cash with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. Impact of COVID-19 The outbreak of the novel coronavirus COVID-19, which was declared a global pandemic by the World Health Organization on March 11, 2020 has led to adverse impacts on the U.S. and global economies and has impacted and continues to impact the Company’s supply chain, and operations. Even though the Company has taken measures to adapt to operating in this challenging environment, the pandemic could further affect the Company’s operations and the operations of, partners, suppliers and vendors due to additional shelter- in-place and other governmental orders, facility closures, travel and logistics restrictions, or other factors as circumstances continue to evolve. In response to this pandemic, many jurisdictions in which the Company operates issued stay-at-home orders and other measures aimed at slowing the spread of the virus. While the Company remains open in accordance with guidance from local authorities, the Company experienced a temporary pause in testing of its research and development truck fleet and operations in response to the stay- at-home orders in calendar year 2021. The impacts from stay-at-home orders and other updated local government indoor operation measures associated with COVID-19 and its variants are not currently impacting the Company’s operations, however, there remains continuing uncertainty around the potential disruptions the pandemic could cause looking forward. The Company has instituted policies across its offices to ensure compliance with the guidelines imposed by the applicable public health authorities from time to time. At current, these changes have not impacted the Company’s operations. In response to recent variants, local governments have updated and may continue to update their guidelines for indoor operations. Therefore, the related financial impact and duration cannot be reasonably estimated at this time.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability of long-lived assets, the incremental borrowing rate (“IBR”) applied in lease accounting, the capitalization of software development costs, the valuation of the Company’s stock-based compensation, including the valuation of warrants to purchase the Company’s stock, and the valuation allowance for income taxes. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of December 31, 2022 and 2021, the Company had $157.6 million, and $264.6 million of cash and cash equivalents, 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 consolidated balance sheets. As of December 31, 2022 and 2021, the Company had $0.9 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 consolidated 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 consolidated 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,
	2022		2021

Cash and cash equivalents	$	157,622	$	264,615
Restricted cash, short-term	65		130
Restricted cash, long-term	812		275
Total cash, cash equivalents and restricted cash	$	158,499	$	265,020

Fair Value of Financial Instruments

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

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

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

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

The carrying value and fair value of the Company’s financial instruments as of December 31, 2022 and 2021, respectively, are as follows:


	As of December 31, 2022 (in thousands)
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
United States money market funds	$	1,379	$	—	$	—	$	1,379
Liabilities
Warrant liabilities - FPA warrants	$	13	$	—	$	—	$	13
Warrant liabilities - public warrants	$	276	$	—	$	—	$	276
Warrant liabilities - working capital warrants	$	—	$	—	$	40	$	40
Warrant liabilities - private warrants	$	—	$	—	$	134	$	134


	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

During the year ended December 31, 2022, there were no transfers made among the three levels in the fair value hierarchy. During the year ended December 31, 2021, transfers from Level 2 to Level 3 of the fair value hierarchy were $15.5 million for Private and Public Warrants.

The fair value of the above liability classified Public, Private, Working Capital and FPA Warrants have been measured based on the listed market price of such warrants on November 10, 2021. The FPA warrants and Public Warrants were valued using the public price as of December 31, 2022 and December 31, 2021. The Private and Working Capital Warrants were fair valued using the Black Scholes Option Pricing Model as of December 31, 2022 and December 31, 2021. During the year ended December 31, 2022, the Company recognized income in the consolidated statement of operations resulting from a change in the fair value of warrants of approximately $49.0 million, presented as other income (expense) on the accompanying consolidated statement of operations.

Public and Private Warrants

As part of NGA’s initial public offering on October 13, 2020, NGA issued to third party investors 41.4 million units, consisting of one share of Class A common stock of NGA and one-third of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Further, NGA completed the private sale of 6.7 million warrants to NGA's sponsor at a purchase price of $1.50 per warrant (the “Private Placement Warrants” or “Private Warrants”). Following the reverse stock split, each warrant allows the holder to purchase 1/20th of one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 13.8 million Public Warrants and 6.7 million Private Warrants remained outstanding as of December 31, 2022.

Following the Reverse Stock Split effectiveness on August 16, 2022, warrants will be impacted by the same ratio upon exercise. The Reverse Stock Split did not affect the number of warrants issued and outstanding or the exercise price of the warrants. Each whole warrant exercisable is now for 1/20th of one share of Class A common stock at an exercise price of $11.50 per share.

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

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

Property, Equipment and Software

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


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

Leases

Prior to January 1, 2022 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.

The Company adopted Accounting Standards Codification Topic 842 - Leases (“ASC 842”) on January 1, 2022. The Company determines if a contract contains a lease at inception of the arrangement based on whether the Company has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether the Company has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of its leases is not readily determinable. The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred.

The Company assesses all leases for classification as operating or finance, leases and there are no finance leases. Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company’s consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. The Company elected the practical expedient not to separate non-lease components from lease components, therefore, the Company accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition practical expedient for all leases that qualify.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or

asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the consolidated 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, 2022 and 2021. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for consolidated financial statement recognition and measurement.

Stock-based Compensation

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

Internal Use Software

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

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

Research and Development Expense

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

General, and Administrative Expenses

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

Change in fair value of warrant liability

Change in fair value of warrant liability represents the change in fair value of Public, Private, Working Capital and Forward Purchase Agreement (“FPA”) Warrants. For each reporting period, Embark will determine the fair value of the warrant liability, and record a corresponding non-cash benefit or non-cash charge, due to a decrease or increase in fair value, respectively, of the calculated warrant liability.

Other Income (expense), net

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

Interest Income

Interest income primarily consists of interest on the Company’s cash and cash equivalents.

Interest Expense

Interest expense consisted primarily of interest on the Company’s various truck financing arrangements.

Net Loss Per Share

Prior to the Merger and prior to effecting the recapitalization, the Company had one class of common stock. Subsequent to the Merger, the Company has two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock 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 common stock and Class B common stock on an individual and combined basis.

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock do not have a contractual obligation to share in any losses. No dividends were declared or paid for the year ended December 31, 2022 or 2021.

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

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

Comprehensive Loss

Comprehensive loss is defined as the total change in stockholders’ equity during the period other than from transactions with stockholders. Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive loss is comprised of unrealized losses on short-term investments classified as available-for-sale.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 on January 1, 2022, using the modified retrospective transition method, specifically the "Comparatives under ASC 840 approach", and used the effective date as the date of initial application. The Company elected the “package of practical expedients,” which permits Embark not to reassess under ASC 842 its prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the use of hindsight in determining the lease term and in assessing impairment of the entity’s right-of-use assets. Upon adoption of the new leasing standard on January 1, 2022, the Company recognized right-of-use assets of $4.4 million and lease liabilities of $4.5 million, respectively, which are related to its various operating leases. The difference between the right-of-use assets and lease liabilities is primarily attributed to the elimination of deferred rent. There was no adjustment to the opening balance of accumulated deficit as a result of the adoption of ASC 842.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The adoption of ASU 2019-12 is effective for the Company beginning January 1, 2022. The adoption of this standard did not have a material impact to its consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Modification of equity-classified written call options. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options, such as warrants, that remain equity classified after modification or exchange. The adoption of ASU 2021-04 was effective for the Company beginning January 1, 2022. The adoption of this standard did not have a material impact to its consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

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

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

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This standard requires an acquirer to apply Accounting Standards Codification Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of this standard on its consolidated financial statements.

BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEET COMPONENTS

BALANCE SHEET COMPONENTSPrepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of December 31, 2022 and 2021, respectively (in thousands):


	As of December 31,
	2022		2021
Insurance	$	3,411	$	7,459
Software	2,648		2,564
Income tax receivable	494		494
Short-term deposits	452		448
Salary and related	558		279

Transaction costs	—		936
Other prepaid expenses and current assets	323		566
Total prepaid expenses and other current assets	$	7,886	$	12,746

Property, Equipment and Software

Property, equipment and software consisted of the following as of December 31, 2022 and 2021, respectively (in thousands):


	As of December 31,
	2022		2021
Machinery and equipment	$	569	$	344
Electronic equipment	1,645		413
Vehicles and vehicle hardware	10,777		6,268
Leasehold improvements	1,037		258
Developed software	11,261		5,184
Other	116		26
Property, equipment and software, gross	25,405		12,493
Less: accumulated depreciation and amortization	(4,797)		(2,856)
Total property, equipment and software, net	$	20,608	$	9,637

Depreciation and amortization expense for the years ended December 31, 2022 and 2021, was $2.2 million, and $1.1 million, respectively.

Other Assets

Other assets consisted of the following as of December 31, 2022 and 2021, respectively (in thousands):


	December 31, 2022		December 31, 2021
Intangibles assets	$	—	$	4
Long-term deposits	5,779		3,592
Total Other Assets	$	5,779	$	3,596

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021, respectively (in thousands):


	December 31,
	2022		2021
Payroll expenses	$	1,342	$	823
General expenses	412		—
Legal expenses	232		124
Software expenses	529		—
Consultant expenses	959		380

Transaction expenses	—		1,092

Other accrued expenses and current liabilities	411		723
Total accrued expenses and other current liabilities	$	3,885	$	3,142

STOCKHOLDERS’ EQUITY	12 Months Ended
STOCKHOLDERS’ EQUITY	Dec. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY The Reverse Stock Split The Reverse Stock Split did not affect the number of authorized shares of Embark’s common stock or the par value of the common stock. Following the Reverse Stock Split effectiveness on August 16, 2022, all references in these consolidated financial statements to number of common shares issued or outstanding, price per share and weighted average number of shares outstanding prior to the 1 for 20 reverse split have been adjusted to reflect the stock split on a retroactive basis as of the earliest period presented, unless otherwise noted. Shares Authorized and Issued As of December 31, 2022 and 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. As of December 31, 2022, the Company had 19,050,207 shares issued as Class A common stock and 4,353,948 shares issued as Class B common stock. As of December 31, 2021, the Company had 18,141,649 shares issued as Class A common stock and 4,353,948 shares issued as Class B common stock. Preferred Stock As of December 31, 2022 and December 31, 2021 the Company had no shares of preferred stock issued or outstanding. The Company’s preferred stock, does not contain any mandatory redemption features, nor are they redeemable at the option of the holder. Class A and Class B Common Stock The Company’s Board of Directors has authorized two class of common stock, Class A common stock and Class B common stock. Holders of Class A common stock and Class B common stock are not entitled to preemptive or other similar subscription rights to purchase any of Embark’s securities. Class A common stock is neither convertible nor redeemable. Class B common stock is convertible into Class A common stock. Unless Embark’s board of directors determines otherwise, Embark will issue all of its capital stock in certificated form. Embark’s founders, Alex Rodrigues and Brandon Moak (the “Founders”), held, and continue to hold, all outstanding shares of Class B common stock upon consummation of the Business Combination. In connection with the merger with NGA on November 10, 2021, the Embark Founders exchanged 4,353,948 shares of Founder’s common stock, which were entitled to one vote per share, into the same number of shares of Class B common stock, which are entitled to ten votes per share. The Company recorded the incremental value of $13.6 million associated with this transaction as stock-based compensation in general and administrative expenses. The significant rights, privileges and preferences of common stock as of December 31, 2022 are as follows: Liquidation Preference If Embark is involved in voluntary or involuntary liquidation, dissolution or winding up of Embark’s affairs, or a similar event, each holder of Embark Common Stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of Embark preferred stock, if any, then outstanding. Dividends Each holder of shares of Embark Common Stock is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of Embark’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of the holders of Embark’s Preferred Stock, if any, and any contractual limitations on Embark’s ability to declare and pay dividends. Voting Each holder of Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders, as provided by the Second Amended and Restated Certificate of Incorporation of Northern Genesis Acquisition Corp. II (the “Charter”). Each holder of Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders, as provided by the Embark Charter. Following the Business Combination, holders of Class B common stock have the ability to control the business affairs of Embark. Embark’s Amended and Restated Bylaws (the “Bylaws”) provide that the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law, the Bylaws or the Charter, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights. Stock purchase agreement On May 31, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement, each with CF Principal Investments LLC (“Cantor”). Pursuant to the Purchase Agreement, the Company has the right to sell to Cantor up to the lesser of (i) 1,500,000 of newly issued shares of the Company’s Class A common stock, par value $0.0001 per share, and (ii) the Exchange Cap (as defined in the Purchase Agreement), from time to time during the 36-month term of the Purchase Agreement. Sales of Class A common stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to Cantor under the Purchase Agreement. The total number of shares to be sold to Cantor is limited to the extent that shares sold to Cantor would not result in Cantor and its affiliates having shares in excess of the Beneficial Ownership Limitation. The purchase price of shares sold to Cantor will be equal to 97% of the volume weighted average price on the trading day the shares are put to Cantor. The Company determined that the right to sell shares of the Company’s Class A common stock to Cantor pursuant to the Purchase Agreement represents a freestanding put option under ASC 815, Derivatives and Hedging. The fair value of the put option was determined to be zero as the shares to be issued and the purchase price is settled within one business day. During the twelve months ended December 31, 2022, the Company did not sell shares of Class A common stock to Cantor pursuant to the Purchase Agreement. As consideration for Cantor’s commitment to purchase shares of Class A common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to issue 22,500 shares of Class A common stock (the “Commitment Shares”) to Cantor at the time of execution of the Purchase Agreement. On May 31, 2022, the Company issued the Commitment Shares to Cantor with a fair value of $0.7 million. The fair value associated with the Commitment Shares was recorded as a component of other expense in the Company’s condensed consolidated statement of operations and a component of common stock and additional paid-in capital in the company’s condensed consolidated balance sheet.

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

WARRANTS

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

WARRANTS

As of December 31, 2022, the following warrants were issued and outstanding:


Description	Classification	Issue Date	Warrants Outstanding	Fair Value Price Per Share		Exercise Price per Share		Expiration
FPA warrants (1)	Liability	November 10, 2021	666,663	$	0.02	$	11.5	November 10, 2026
Public warrants	Liability	November 10, 2021	13,799,936	$	0.02	$	11.5	November 10, 2026
Private warrants	Liability	November 10, 2021	6,686,667	$	0.02	$	11.5	November 10, 2026
Working capital warrants	Liability	November 10, 2021	2,000,000	$	0.02	$	11.5	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 (November 10, 2021), using the publicly available price for the warrants, of $41.2 million. The fair value of the FPA, Private, Public, and Working capital warrants are remeasured as of each reporting date with the change in fair value being recorded as part of Other Income (expense), net. The fair value of the FPA, Private, Public and Working capital warrants as of December 31, 2021 and December 31, 2022 was $49.4 million and $0.5 million respectively.

The fair value of the Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of December 31, 2022:


Risk – free interest rate	4.12	%
Expected term (in years)	3.86
Expected dividend yield	—	%
Expected volatility	112.7	%

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.

Reverse Stock Split

STOCK-BASED COMPENSATION EXPENSE

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION EXPENSE

Stock Incentive Plans

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 and consultants in order to attract, motivate and retain the talent for which the Company competes. Under the 2021 Plan, as of December 31, 2022, the Company has authorized the issuance of a maximum number of 3,843,688 shares of Class A common stock, with annual increases that began on January 1, 2022 and ending on and including January 1, 2031 of 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the preceding calendar year. As of December 31, 2022, the Company issued 1,169,670 shares of restricted stock units under the 2021 Plan.

Embark Trucks adopted the 2016 Stock Plan in October 2016 (the “2016 Plan”). The 2016 Plan authorized the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and consultants. The 2016 Plan also initially reserved 993,542 shares of common stock 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, 2022, the Company had registered 3,937,824 shares to be reserved for option grants, RSUs and PSUs previously issued under the 2016 Plan. 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. The Company will not issue additional awards under the 2016 Plan.

Stock Option Valuation

The Company utilizes the Black-Scholes option pricing model for estimating the fair value of options granted, which requires the input of highly subjective assumptions for the year of 2021 and 2022.

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 — 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,
	2022	2021
Risk-free interest rate	3.84 - 3.86%	0.55 – 1.09%
Expected term (in years)	5.27 - 6.08	5.47 – 6.07
Expected dividend yield .	0%	0%
Expected volatility	40.01 - 41.14%	36.88 – 46.74%

Option Activity

Changes in stock options are as follows:


	Number of Options Outstanding	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2020	1,270,854	$	2.40	7.68	$	15,194
Granted	157,613	15.60		—	—
Exercised	(89,089)	3.00		—	6,123
Cancelled	(71,467)	4.20		—	—
Outstanding at December 31, 2021	1,267,911	$	4.09	6.89	$	215,093
Granted	234,464	2.18		—	—
Exercised	(482,499)	2.24		—	809
Cancelled	(294,155)	7.39		—	—
Outstanding at December 31, 2022	725,721	$	3.17	6.77	$	1,288
Vested and exercisable as of December 31, 2022	595,293	$	2.40	6.04	$	1,154

The weighted-average grant date fair value of stock options issued for the years ended December 31, 2022 and 2021 were, $0.98 and $37.20, respectively. The total intrinsic value of stock options exercised was $0.8 million and $6.1 million for the years ended December 31, 2022 and 2021, respectively. The fair value of awards vested in the years ended

December 31, 2022 and 2021 was $1.4 million and $2.4 million, respectively. As of December 31, 2022, the total unrecognized compensation related to unvested stock option awards was $3.3 million, which the Company expects to recognize over a weighted-average period of approximately 1.9 years.

Option Repricing

On December 23, 2022, the Company completed a repricing transaction for holders of outstanding options to an exercise price per share equal to the fair market value of the closing price of the Company’s Class A common stock on December 23, 2022. The repricing was accounted for as a Type I modification under ASC 718. The repricing did not make any other changes to the terms of the option awards. Based on an analysis performed to compute the total incremental stock-based compensation relating to the repricing, it was determined that the computation resulted in an immaterial amount of incremental costs.

Restricted Stock Units

Prior to the Business Combination, Embark Trucks also granted employees RSUs which are subject to performance and service-based vesting conditions. As the Company went public upon the completion of the Business Combination in November 2021, the performance condition had been met. The RSUs generally vest over either a four year period with 25% of the awarded vesting after the first-year anniversary and one-thirty sixth of the remainder of the award vesting monthly thereafter or over a four year period with a 40% vesting in the first 12 months in equal monthly installments, 30% vesting in months 13-24 in equal monthly installments, 20% vesting in months 25-36 in equal monthly installments and 10% vesting in months 37-48 in equal monthly installments. Vesting is contingent upon such employee’s continued service on such vesting date. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. The Company may grant RSUs with different vesting terms from time to time.

For the years ended December 31, 2022 and 2021, the Company granted 1,341,193 and 481,516 RSUs, respectively. The weighted average grant date fair value per share for the RSUs granted for years ended December 31, 2022 and 2021 were $19.20 and $168.80. As of December 31, 2022, there was $32.8 million unrecognized stock-based compensation expense related to outstanding RSUs granted to employees, with a weighted-average remaining vesting period of 2.4 years.

A summary of the Company’s RSU activities and related information is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	481,516	168.80
Forfeited	(460)	169.60
Vested	(217)	180.20
Outstanding at December 31, 2021	480,839	$	168.80
Granted	1,341,193	19.20
Forfeited	(249,391)	43.77
Vested	(420,236)	84.76
Outstanding at December 31, 2022	1,152,405	$	52.05

Performance Stock Units

During 2021, Embark Trucks granted PSUs to its Founders. 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 approximately $400, $700, $1,000, $1,300, $1,600 and $2,000 (calculated based on the 90-day volume weighted average price or, in the event of a change in control, the fair market value based on the terms of such change in control) following the first anniversary of the consummation of the Business Combination. The market condition can be achieved over ten years in relation to the pre-money valuation prior to the Business Combination. Once the performance

condition has been achieved or is considered probably of being achieved, the related stock-based compensation is recognized based on a graded attribution method.

As of December 31, 2022, there was $73.0 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining vesting period of 7.1 years.

The Company’s PSUs activity for the year ended December 31, 2022 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	2,235,780	39.40
Forfeited	—	—
Vested	—	—
Outstanding at December 31, 2021	2,235,780	$	39.40
Granted	—	—
Forfeited	—	—
Vested	—	—
Outstanding at December 31, 2022	2,235,780	$	39.40

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 47,410 as of December 31, 2022.

As of December 31, 2022, there was $2.7 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 1.5 years.

The Company’s CSUs activity for the year ended December 31, 2022 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	112,844	49.60
Forfeited	—	—
Vested	(38,790)	49.60
Outstanding at December 31, 2021	74,054	$	49.60
Granted	—	—
Forfeited	—	—
Vested	(26,644)	49.60
Outstanding at December 31, 2022	47,410	$	49.60

Overview

The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the years ended December 31, 2022 and 2021 respectively (in thousands):


	Years Ended December 31,
		2022		2021
Research and development		$	15,787	$	16,594
General and administrative		34,100		30,961
Sales and Marketing		—		52
Total stock-based compensation expense		$	49,887	$	47,607

Total stock-based compensation that was capitalized into internally developed software asset was $1.8 million and $0.2 million during the years ended December 31, 2022 and 2021, respectively.

The following table presents the impact of stock-based compensation expense by award type for the years ended December 31, 2022 and 2021, respectively (in thousands):


	Years Ended December 31,
Award Type		2022		2021
Options		$	2,178	$	2,350
RSUs		36,934		25,888
PSUs		10,551		18,086
CSUs		2,004		1,443
Total stock-based compensation expense		$	51,667	$	47,767
SBC capitalized into internally developed software		(1,780)		(160)
Total stock-based compensation expense, net		$	49,887	$	47,607

RETIREMENT SAVINGS PLAN	12 Months Ended
RETIREMENT SAVINGS PLAN	Dec. 31, 2022
Retirement Benefits [Abstract]
RETIREMENT SAVINGS PLAN	RETIREMENT SAVINGS PLANThe Company sponsored a savings plan available to all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan amounts of their pre-tax salary subject to statutory limitations. The Company does not currently offer a match and has not provided a match for the years ended December 31, 2022 and 2021.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (o)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (p)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 70
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI https://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 60
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (q)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

Loss before provision for income taxes are $103.2 million and $124.2 million for the years ended December 31, 2022 and 2021, respectively. The Company did not incur any income tax provision for the years ended December 31, 2022 and 2021.

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


	Years Ended December 31,
	2022		2021
U.S. federal tax benefit at statutory rate	21.00	%	21.00	%
State income taxes, net of federal benefit	9.58	%	5.41	%
Non-deductible expenses and other	0.37	%	(0.21)	%
Share-based compensation	(0.09)	%	(0.33)	%
Compensation Disallowance under 162(m)	(5.53)	%	(4.43)	%
Research and development credits	2.50	%	0.87	%
Initial public offering costs	—	%	(0.12)	%
Interest on convertible note	—	%	(1.38)	%
Warrant expense	9.96	%	(1.19)	%
Derivative liability	—	%	(1.22)	%
Change in valuation allowance, net	(37.79)	%	(18.40)	%
Effective tax rate	—	%	—	%

For the years ended December 31, 2022 and 2021, 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 share-

based compensation, state income taxes, R&D credits. Sec, 162(m) limitation and changes in the Company’s valuation allowance.


(in thousands) Valuation Allowance	Balance at beginning of period		Charges to expenses		Deductions		Balance at end of period
Year ended December 31, 2022	$	(39,359)	$	(38,984)	$	—	$	(78,343)
Year ended December 31, 2021	(13,425)		(25,934)		—		(39,359)

The components of the Company’s net deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands):


	As of December 31,
	2022		2021
Deferred tax assets:
Net operating loss	$	42,614	$	27,241
Stock based compensation	8,787		5,348
Other accruals	17,937		84
Warrant accruals	812		382
Fixed Assets and Intangibles	(27)		27
Capitalized Start-up Expenses	3,677		3,939
Credit carryforwards	7,682		3,781
Total deferred tax assets	$	81,482	$	40,802
Valuation Allowance	(78,343)		(39,359)
Total deferred tax assets after valuation allowance	$	3,139	$	1,443
Deferred tax liability
Capitalized Software	(3,139)		(1,443)
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, 2022 and 2021.

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. With 3-year cumulative losses, no sufficient reversal of taxable temporary differences and no forecast income, The Company concluded that it was not 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, 2021 was $39.4 million, which increased to $78.3 million for the year ended December 31, 2022. The increase in the valuation allowance is primarily due to current year losses and research credits offset by nondeductible expenses for stock-based compensation.

As of December 31, 2022 and 2021, the Company has U.S. federal net operating loss carryforwards of $132.0 million and $97.2 million respectively, and state net operating loss carryforward of $216.0 million and $100.0 million respectively, which begin to expire in 2036 for federal and state purposes. Approximately $128.0 million of the federal net operating losses included above can be carried forward indefinitely. As of December 31, 2022 and 2021, the Company has U.S. federal research credit carryforwards of $7.1 million and $3.4 million respectively, and state research credit carryforwards of $5.3 million and $2.9 million respectively. The federal tax credit carryforwards will begin to expire in 2038, 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,
	2022		2021
Unrecognized tax benefits, beginning of year	$	2,127	$	1,028
Increases related to prior year tax provisions	—		—
Increase related to current year tax provisions	1,823		1,099
Unrecognized tax benefits, end of year	$	3,950	$	2,127

The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2022, 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 consolidated 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.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

CONVERTIBLE DEBT AND NOTES PAYABLE

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

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, 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.

Since inception, the Company has entered into multiple financing agreements to finance the purchase of trucks that the Company utilizes for research and development purposes, (collectively, the “Notes Payable”). The Notes Payable comprise multiple loans between $0.1 million and $0.5 million that accrue interest at rates between 6.01% and 8.39% per annum, with terms of 60 months. The Company makes equal monthly installment payments over the terms of the Notes Payable, which are allocated between interest and the principal balances. Notes payable as of December 31, 2022 and December 31, 2021 are $1.8 million and $1.1 million, respectively

The following table presents future payments of principal as of December 31, 2022 (in thousands):


Fiscal year
2023	$	493
2024	403
2025	379
2026	382
2027	133
2028 and thereafter	—
Total future payments	$	1,790

- 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 https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, all such matters are not expected to have a material effect on the financial position, results of operations or cash flows of the Company. However, the outcome of litigation is inherently uncertain.

On April 1, 2022, Tyler Hardy filed, a putative securities class action lawsuit against Embark, certain of our executive officers, and former executive officers of Northern Genesis Acquisition Corp., captioned Hardy v. Embark Technology, Inc., et al., Case No. 3:22-cv-02090-JSC, in the United States District Court for the Northern District of California (“Hardy Action”). Hardy brought the action purportedly on behalf of a class consisting of those who purchased or otherwise acquired Embark common stock between January 12, 2021 and January 5, 2022. The complaint alleges that defendants made false and/or misleading statements in violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On July 7, 2022, the Court appointed Tyler Hardy as lead plaintiff in the case, and his counsel at Pomerantz LLP as lead counsel.

On August 25, 2022, pursuant to Court-approved stipulation, Plaintiff Hardy filed a consolidated amended complaint, naming an additional plaintiff, Danny Rochefort, and additional individual defendants that formerly served as directors of Northern Genesis Acquisition Corp. prior to its business combination with Embark. The amended complaint alleges that defendants committed violations of Sections 11 and 15 of the Securities Act of 1933 (“Securities Act Claims”) and Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act Claims”) through the inclusion of allegedly inaccurate and misleading statements in the Form S-4 registration statement and proxy statement/prospectus filed in connection with the business combination. Plaintiffs do not quantify any damages in the complaint, but in addition to attorneys’ fees and costs, seek to recover damages on behalf of two classes: 1) a class that acquired shares traceable to the registration statement at issue in the Securities Act Claims and 2) a class that voted in favor of the business combination based on the information in the proxy statement/prospectus at issue in the Exchange Act Claims and purportedly suffered financial harm as a result.

On October 24, 2022 Embark moved to dismiss the amended complaint pursuant to Rules 9 and 12(b)(6) of the Federal Rules of Civil Procedure as well as under the Private Securities Litigation Reform Act on the grounds that the Amended Complaint fails to plead facts sufficient to state a claim against Defendants. Embark intends to defend the matter vigorously, and believes that the claims are without merit. Legal and regulatory proceedings, including the above-referenced matter, may be based on complex claims involving substantial uncertainties and unascertainable damages. Accordingly, it is not possible to determine the probability of loss or estimate damages for the above-referenced matter, and therefore, Embark has not established reserves for this proceeding. If Embark determines that a loss is both probable and reasonably estimable, Embark will record a liability, and, if the liability is material, will disclose the amount of the liability reserved. Given that such proceedings are subject to uncertainty, there can be no assurance that legal proceedings individually or in the aggregate will not have a material adverse effect on our business, results of operations, financial condition or cash flows.

On September 23, 2022, Josh Luberisse filed a purported derivative action against current and former directors and against Embark as a nominal defendant captioned Luberisse v. Ian Robertson et al., Case No. 3:22-cv-05455 in the United

States District Court for the Northern District of California (the “Luberisse Action”). The Derivative Action complaint alleges violations of Section 14(a) of the Securities Exchange Act and for alleged common law claims including breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement and for contribution under Section 11(f) of the Securities Act of 1933 and Section 21D of the Securities Exchange Act of 1934 arising from allegedly wrongful conduct including the wrongful conduct alleged in the original and amended complaint in the Hardy Action. On November 30, 2022, Robert Manning II filed a second derivative action and on December 13, 2022, Sergio Tron filed a derivative action, both derivative actions being brought against current and former directors and against Embark as a nominal defendant and alleging similar facts and claims as the Luberisse Action (collectively, the “Derivative Actions”). In addition to fees and costs, the Derivative Actions seek damages and restitution to Embark from the named individual defendants as well as certain injunctive relief. Embark cannot determine the probability of loss or estimate damages at this stage of the proceeding.

Operating leases

The Company’s leases primarily include corporate offices. The lease term of operating leases vary from less than 1 year to 7.1 years. The Company has leases that include one or more options to extend the lease term to a total term of 3 years as well as options to terminate the lease within one year. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. The Company has subleased office space to a third party where the Company remains primarily liable to the landlord for the performance of all obligations in the event that the sub-lessee does not perform its obligations under the lease. As a result of the sublease arrangements, future rental commitments under the operating lease will be offset by sublease amounts to be paid by the sub-lessee. In general, the terms of the sublease are similar to the terms of the master lease.

The components of lease expense were as follows (in thousands):


	Year Ended December 31, 2022
Lease cost
Operating lease cost	$	4,116
Short-term lease cost (1)	282
Sublease Income	(70)
Total lease cost	$	4,328

(1) The Company elected to account for short-term leases in accordance with ASC 842. ASC 842 defines a short-term lease as a lease whose lease term, at commencement, is 12 months or less and that does not include a purchase option whose exercise is reasonable certain. The Company will recognize the lease payments in profit or loss on a straight-line basis over the lease term.

Supplemental cash flow information related to leases was as follows (in thousands):


	Year Ended December 31, 2022
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$	3,765
Right-of-use assets obtained in exchange for lease obligations
Operating lease liabilities	$	24,815

Supplemental consolidated balance sheet information related to leases was as follows (in thousands, except lease term and discount rate):


	December 31, 2022

Assets
Operating lease right-of-use assets	$	21,958
Liabilities
Operating lease liability, current	3,250
Operating lease liability, non-current	19,222
Total operating lease liability	$	22,472


	December 31, 2022

Weighted Average Lease Term (in years)
Operating Leases	5.0
Weighted Average Discount Rate
Operating Leases	10.79	%

Total future minimum lease payments over the term of the lease as of December 31, 2022, are as follows (in thousands):


Years Ended December 31,	Operating leases
2023	$	5,505
2024	5,329
2025	4,139
2026	4,855
2027	4,521
2028 and thereafter	7,063
Total undiscounted lease payments	31,412
Less: imputed interest	(8,940)
Total lease liabilities	$	22,472

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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, 2022 and 2021 (in thousands, except share and per share data).


	Years Ended December 31,
	2022		2021
Numerator:
Net loss	$	(103,163)	$	(124,213)
Net loss attributable to ordinary shareholders	$	(103,163)	$	(124,213)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	23,000,744		9,266,224
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted.	$	(4.49)	$	(13.4)
Class A common stock	18,646,805		8,657,864
Class B common stock	4,353,939		608,360

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,
	2022	2021
Options issued and outstanding	725,721	883,755
Warrants issued and outstanding	1,157,663	1,157,663
Restricted stock units	1,152,405	481,056
Common stock units	47,410	74,054
Performance stock units	2,235,780	2,235,780
Total	5,318,979	4,832,308

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On March 1, 2023, the Board approved a process to explore, review and evaluate a range of potential strategic alternatives available to the Company, including, without limitation, exploring alternative uses of the Company’s assets to commercialize its technology, additional sources of financing, as well as potential dissolution or winding up of the Company and liquidation of its assets. The Board’s decision comes following an extended evaluation by the Company of alternative markets in which to commercialize its technology as well as an exploration, performed with the assistance of a financial advisor, of a potential sale of the Company. On March 3, 2023, the Company announced a restructuring plan after an extensive review of its organization and programs and in response to current ongoing market headwinds. In connection with this restructuring plan, the Company will reduce its workforce by approximately 230 employees, which represents 70% of its headcount. The workforce reduction will take place during the first and second quarter of 2023. As a result of these actions, the Company expects to incur between $7 million and $11 million non-recurring restructuring charges, consisting of severance, employee benefit, equipment, and related costs. On March 10, 2023, Silicon Valley Bank (“SVB”), based in Santa Clara, California, was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as the receiver. At the time of closing, the Company had a total cash balance of approximately $133 million held in the deposit accounts at SVB. The cash balance with SVB at the time of closing represents all of the Company’s cash and cash equivalents. On March 12, 2023, the U.S. Department of the Treasury, Federal Reserve Board, and FDIC released a joint statement announcing that the FDIC will complete its resolution of SVB in a manner that fully protects all depositors at SVB and that depositors will have access to all of their money starting March 13, 2023, thus enabling the Company to access all of its $133 million held in the deposit. At the time of closing, the Company has transferred the majority of its cash balances to other financial institutions while maintaining approximately $27.0 million of its cash in deposit accounts with SVB.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the SEC. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiary. All intercompany transactions and balances have been eliminated upon consolidation. Certain prior period amounts have been reclassified to conform to current period presentation.

Fiscal Periods

Fiscal PeriodsThe Company’s fiscal year begins on January 1 and ends of December 31.

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 consolidated financial statements with another public company that is either a) not an emerging growth company or b) an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Segment Information

The Company operates in one segment, the truck business unit, which is focused on enhancing self-driving truck software technology. Therefore, the Company’s chief executive officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. All long-lived assets are maintained in, and all losses are attributable to, the United States of America.

Concentration of Risks

Embark’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. Embark maintains its cash and cash equivalents and restricted cash with high-quality

financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation.

Use of Estimates

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted CashThe Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

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

Public and Private Warrants

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

Income Taxes

Stock-based Compensation

Internal Use Software

Research and Development Expense

General, and Administrative Expenses

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

Change in fair value of warrant liability

Other Income (expense), net

Interest Income

Interest income primarily consists of interest on the Company’s cash and cash equivalents.

Interest Expense

Interest ExpenseInterest expense consisted primarily of interest on the Company’s various truck financing arrangements.

Net Loss Per Share

Comprehensive Loss

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

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

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


	December 31,
	2022		2021

Cash and cash equivalents	$	157,622	$	264,615
Restricted cash, short-term	65		130
Restricted cash, long-term	812		275
Total cash, cash equivalents and restricted cash	$	158,499	$	265,020

Schedule of carrying value and fair value of financial instruments

The carrying value and fair value of the Company’s financial instruments as of December 31, 2022 and 2021, respectively, are as follows:


	As of December 31, 2022 (in thousands)
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
United States money market funds	$	1,379	$	—	$	—	$	1,379
Liabilities
Warrant liabilities - FPA warrants	$	13	$	—	$	—	$	13
Warrant liabilities - public warrants	$	276	$	—	$	—	$	276
Warrant liabilities - working capital warrants	$	—	$	—	$	40	$	40
Warrant liabilities - private warrants	$	—	$	—	$	134	$	134


	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

Schedule of 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

Property, equipment and software consisted of the following as of December 31, 2022 and 2021, respectively (in thousands):


	As of December 31,
	2022		2021
Machinery and equipment	$	569	$	344
Electronic equipment	1,645		413
Vehicles and vehicle hardware	10,777		6,268
Leasehold improvements	1,037		258
Developed software	11,261		5,184
Other	116		26
Property, equipment and software, gross	25,405		12,493
Less: accumulated depreciation and amortization	(4,797)		(2,856)
Total property, equipment and software, net	$	20,608	$	9,637

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following as of December 31, 2022 and 2021, respectively (in thousands):


	As of December 31,
	2022		2021
Insurance	$	3,411	$	7,459
Software	2,648		2,564
Income tax receivable	494		494
Short-term deposits	452		448
Salary and related	558		279

Transaction costs	—		936
Other prepaid expenses and current assets	323		566
Total prepaid expenses and other current assets	$	7,886	$	12,746

Schedule of 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

Property, equipment and software consisted of the following as of December 31, 2022 and 2021, respectively (in thousands):


	As of December 31,
	2022		2021
Machinery and equipment	$	569	$	344
Electronic equipment	1,645		413
Vehicles and vehicle hardware	10,777		6,268
Leasehold improvements	1,037		258
Developed software	11,261		5,184
Other	116		26
Property, equipment and software, gross	25,405		12,493
Less: accumulated depreciation and amortization	(4,797)		(2,856)
Total property, equipment and software, net	$	20,608	$	9,637

Schedule of other assets

Other assets consisted of the following as of December 31, 2022 and 2021, respectively (in thousands):


	December 31, 2022		December 31, 2021
Intangibles assets	$	—	$	4
Long-term deposits	5,779		3,592
Total Other Assets	$	5,779	$	3,596

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021, respectively (in thousands):


	December 31,
	2022		2021
Payroll expenses	$	1,342	$	823
General expenses	412		—
Legal expenses	232		124
Software expenses	529		—
Consultant expenses	959		380

Transaction expenses	—		1,092

Other accrued expenses and current liabilities	411		723
Total accrued expenses and other current liabilities	$	3,885	$	3,142

WARRANTS (Tables)

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Schedule of warrants issued and outstanding

As of December 31, 2022, the following warrants were issued and outstanding:


Description	Classification	Issue Date	Warrants Outstanding	Fair Value Price Per Share		Exercise Price per Share		Expiration
FPA warrants (1)	Liability	November 10, 2021	666,663	$	0.02	$	11.5	November 10, 2026
Public warrants	Liability	November 10, 2021	13,799,936	$	0.02	$	11.5	November 10, 2026
Private warrants	Liability	November 10, 2021	6,686,667	$	0.02	$	11.5	November 10, 2026
Working capital warrants	Liability	November 10, 2021	2,000,000	$	0.02	$	11.5	November 10, 2026

__________________

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

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The fair value of the Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of December 31, 2022:


Risk – free interest rate	4.12	%
Expected term (in years)	3.86
Expected dividend yield	—	%
Expected volatility	112.7	%

STOCK-BASED COMPENSATION EXPENSE (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of fair value of the common stock warrants valuation assumptions

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

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

Expected Volatility — 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.


	Years Ended December 31,
	2022	2021
Risk-free interest rate	3.84 - 3.86%	0.55 – 1.09%
Expected term (in years)	5.27 - 6.08	5.47 – 6.07
Expected dividend yield .	0%	0%
Expected volatility	40.01 - 41.14%	36.88 – 46.74%

Schedule of Stock Option Activity

Changes in stock options are as follows:


	Number of Options Outstanding	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2020	1,270,854	$	2.40	7.68	$	15,194
Granted	157,613	15.60		—	—
Exercised	(89,089)	3.00		—	6,123
Cancelled	(71,467)	4.20		—	—
Outstanding at December 31, 2021	1,267,911	$	4.09	6.89	$	215,093
Granted	234,464	2.18		—	—
Exercised	(482,499)	2.24		—	809
Cancelled	(294,155)	7.39		—	—
Outstanding at December 31, 2022	725,721	$	3.17	6.77	$	1,288
Vested and exercisable as of December 31, 2022	595,293	$	2.40	6.04	$	1,154

Schedule of Award Activity, Excluding Options


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	481,516	168.80
Forfeited	(460)	169.60
Vested	(217)	180.20
Outstanding at December 31, 2021	480,839	$	168.80
Granted	1,341,193	19.20
Forfeited	(249,391)	43.77
Vested	(420,236)	84.76
Outstanding at December 31, 2022	1,152,405	$	52.05

The Company’s PSUs activity for the year ended December 31, 2022 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	2,235,780	39.40
Forfeited	—	—
Vested	—	—
Outstanding at December 31, 2021	2,235,780	$	39.40
Granted	—	—
Forfeited	—	—
Vested	—	—
Outstanding at December 31, 2022	2,235,780	$	39.40

The Company’s CSUs activity for the year ended December 31, 2022 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding at December 31, 2020	—	$	—
Granted	112,844	49.60
Forfeited	—	—
Vested	(38,790)	49.60
Outstanding at December 31, 2021	74,054	$	49.60
Granted	—	—
Forfeited	—	—
Vested	(26,644)	49.60
Outstanding at December 31, 2022	47,410	$	49.60

Schedule of stock-based compensation expense

The following table presents the impact of stock-based compensation expense on the consolidated statements of operations for the years ended December 31, 2022 and 2021 respectively (in thousands):


	Years Ended December 31,
		2022		2021
Research and development		$	15,787	$	16,594
General and administrative		34,100		30,961
Sales and Marketing		—		52
Total stock-based compensation expense		$	49,887	$	47,607

The following table presents the impact of stock-based compensation expense by award type for the years ended December 31, 2022 and 2021, respectively (in thousands):


	Years Ended December 31,
Award Type		2022		2021
Options		$	2,178	$	2,350
RSUs		36,934		25,888
PSUs		10,551		18,086
CSUs		2,004		1,443
Total stock-based compensation expense		$	51,667	$	47,767
SBC capitalized into internally developed software		(1,780)		(160)
Total stock-based compensation expense, net		$	49,887	$	47,607

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of effective income tax rate reconciliation

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


	Years Ended December 31,
	2022		2021
U.S. federal tax benefit at statutory rate	21.00	%	21.00	%
State income taxes, net of federal benefit	9.58	%	5.41	%
Non-deductible expenses and other	0.37	%	(0.21)	%
Share-based compensation	(0.09)	%	(0.33)	%
Compensation Disallowance under 162(m)	(5.53)	%	(4.43)	%
Research and development credits	2.50	%	0.87	%
Initial public offering costs	—	%	(0.12)	%
Interest on convertible note	—	%	(1.38)	%
Warrant expense	9.96	%	(1.19)	%
Derivative liability	—	%	(1.22)	%
Change in valuation allowance, net	(37.79)	%	(18.40)	%
Effective tax rate	—	%	—	%

Summary of valuation allowance

based compensation, state income taxes, R&D credits. Sec, 162(m) limitation and changes in the Company’s valuation allowance.


(in thousands) Valuation Allowance	Balance at beginning of period		Charges to expenses		Deductions		Balance at end of period
Year ended December 31, 2022	$	(39,359)	$	(38,984)	$	—	$	(78,343)
Year ended December 31, 2021	(13,425)		(25,934)		—		(39,359)

Schedule of deferred tax assets and liabilities

The components of the Company’s net deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands):


	As of December 31,
	2022		2021
Deferred tax assets:
Net operating loss	$	42,614	$	27,241
Stock based compensation	8,787		5,348
Other accruals	17,937		84
Warrant accruals	812		382
Fixed Assets and Intangibles	(27)		27
Capitalized Start-up Expenses	3,677		3,939
Credit carryforwards	7,682		3,781
Total deferred tax assets	$	81,482	$	40,802
Valuation Allowance	(78,343)		(39,359)
Total deferred tax assets after valuation allowance	$	3,139	$	1,443
Deferred tax liability
Capitalized Software	(3,139)		(1,443)
Net deferred tax assets	$	—	$	—

Schedule of unrecognized tax benefits roll forward

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


	As of December 31,
	2022		2021
Unrecognized tax benefits, beginning of year	$	2,127	$	1,028
Increases related to prior year tax provisions	—		—
Increase related to current year tax provisions	1,823		1,099
Unrecognized tax benefits, end of year	$	3,950	$	2,127

CONVERTIBLE DEBT AND NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of future payments of principal

The following table presents future payments of principal as of December 31, 2022 (in thousands):


Fiscal year
2023	$	493
2024	403
2025	379
2026	382
2027	133
2028 and thereafter	—
Total future payments	$	1,790

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Components of lease expense, supplemental cash flow information, and weighted average lease term and discount rate

The components of lease expense were as follows (in thousands):


	Year Ended December 31, 2022
Lease cost
Operating lease cost	$	4,116
Short-term lease cost (1)	282
Sublease Income	(70)
Total lease cost	$	4,328

Supplemental cash flow information related to leases was as follows (in thousands):


	Year Ended December 31, 2022
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$	3,765
Right-of-use assets obtained in exchange for lease obligations
Operating lease liabilities	$	24,815


	December 31, 2022

Weighted Average Lease Term (in years)
Operating Leases	5.0
Weighted Average Discount Rate
Operating Leases	10.79	%

Schedule of Supplemental balance sheet information

Supplemental consolidated balance sheet information related to leases was as follows (in thousands, except lease term and discount rate):


	December 31, 2022

Assets
Operating lease right-of-use assets	$	21,958
Liabilities
Operating lease liability, current	3,250
Operating lease liability, non-current	19,222
Total operating lease liability	$	22,472

Schedule of future minimum lease payments

Total future minimum lease payments over the term of the lease as of December 31, 2022, are as follows (in thousands):


Years Ended December 31,	Operating leases
2023	$	5,505
2024	5,329
2025	4,139
2026	4,855
2027	4,521
2028 and thereafter	7,063
Total undiscounted lease payments	31,412
Less: imputed interest	(8,940)
Total lease liabilities	$	22,472

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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


	Years Ended December 31,
	2022		2021
Numerator:
Net loss	$	(103,163)	$	(124,213)
Net loss attributable to ordinary shareholders	$	(103,163)	$	(124,213)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	23,000,744		9,266,224
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted.	$	(4.49)	$	(13.4)
Class A common stock	18,646,805		8,657,864
Class B common stock	4,353,939		608,360

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


	December 31,
	2022	2021
Options issued and outstanding	725,721	883,755
Warrants issued and outstanding	1,157,663	1,157,663
Restricted stock units	1,152,405	481,056
Common stock units	47,410	74,054
Performance stock units	2,235,780	2,235,780
Total	5,318,979	4,832,308

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 16, 2022 $ / shares	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Stock split, conversion ratio	0.05
Net loss		$ 103,163	$ 124,213
Accumulated deficit		286,066	182,903
Net cash used in operating activities		$ 97,408	$ 64,909
Number of segments \| segment		1

- Definition

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

+ References

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands					12 Months Ended
	Aug. 16, 2022 $ / shares	Nov. 10, 2021 class	Nov. 09, 2021 class	Oct. 13, 2020 $ / shares shares	Dec. 31, 2022 USD ($) class $ / shares shares	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents					$ 157,622	$ 264,615
Restricted cash					900	400
Reclassification of cash, amount					100
Change in fair value of warrants					$ (48,957)	8,206
Exercise price (in dollars per share) \| $ / shares	$ 11.50
Stock split, conversion ratio	0.05
Number of classes of stock \| class		2	1		2
Dividends declared or paid					$ 0	0
Total lease liabilities					22,472		$ 4,500
Operating lease right-of-use assets					$ 21,958	$ 0	$ 4,400
FPA warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of shares for each unit (in shares) \| shares				0.33
Stock split, conversion ratio	0.05
Warrant liabilities - private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price (in dollars per share) \| $ / shares					$ 11.5
Warrants outstanding (in shares) \| shares					6,686,667
Warrant liabilities - public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price (in dollars per share) \| $ / shares					$ 11.5
Warrants outstanding (in shares) \| shares					13,799,936
IPO
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amount issued (in shares) \| shares				41,400,000
Number of shares for each unit (in shares) \| shares				1
Sale price (in dollars per share) \| $ / shares				$ 10.00
IPO \| Class A Common Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of shares for each unit (in shares) \| shares				1
Sale price (in dollars per share) \| $ / shares				$ 11.50
Private Placement \| Warrant liabilities - private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amount issued (in shares) \| shares				6,700,000
Sale price (in dollars per share) \| $ / shares				$ 1.50
Other Income or Expense
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of warrants					$ (49,000)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 157,622	$ 264,615
Restricted cash, short-term	65	130
Restricted cash, long-term	812	275
Total cash, cash equivalents and restricted cash	$ 158,499	$ 265,020	$ 11,460

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Impairment Effects on Earnings Per Share [Line Items]
Fair value assets level 2 To level 3 transfers amount		$ 15,500
Warrant liabilities - FPA warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	$ 13	1,337
Warrant liabilities - public warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	276	27,669
Warrant liabilities - working capital warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	40	4,700
Warrant liabilities - private warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	134	15,714
Level 1 \| Warrant liabilities - FPA warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	13	1,337
Level 1 \| Warrant liabilities - public warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	276	27,669
Level 1 \| Warrant liabilities - working capital warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	0	0
Level 1 \| Warrant liabilities - private warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	0	0
Level 2 \| Warrant liabilities - FPA warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	0	0
Level 2 \| Warrant liabilities - public warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	0	0
Level 2 \| Warrant liabilities - working capital warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	0	0
Level 2 \| Warrant liabilities - private warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	0	0
Level 3 \| Warrant liabilities - FPA warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	0	0
Level 3 \| Warrant liabilities - public warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	0	0
Level 3 \| Warrant liabilities - working capital warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	40	4,700
Level 3 \| Warrant liabilities - private warrants
Impairment Effects on Earnings Per Share [Line Items]
Warrant liabilities	134	15,714
United States money market funds
Impairment Effects on Earnings Per Share [Line Items]
Cash equivalents	1,379	22,349
United States money market funds \| Level 1
Impairment Effects on Earnings Per Share [Line Items]
Cash equivalents	1,379	22,349
United States money market funds \| Level 2
Impairment Effects on Earnings Per Share [Line Items]
Cash equivalents	0	0
United States money market funds \| Level 3
Impairment Effects on Earnings Per Share [Line Items]
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Software (Details)	12 Months Ended
	Dec. 31, 2022
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
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	7 years
Minimum \| Vehicles and vehicle hardware
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Minimum \| Developed software
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	2 years
Maximum \| Vehicles and vehicle hardware
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	7 years
Maximum \| Developed software
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	4 years

BALANCE SHEET COMPONENTS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Insurance	$ 3,411	$ 7,459
Software	2,648	2,564
Income tax receivable	494	494
Short-term deposits	452	448
Salary and related	558	279
Transaction costs	0	936
Other prepaid expenses and current assets	323	566
Total prepaid expenses and other current assets	$ 7,886	$ 12,746

BALANCE SHEET COMPONENTS - Schedule of property and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 25,405	$ 12,493
Less: accumulated depreciation and amortization	(4,797)	(2,856)
Total property, equipment and software, net	20,608	9,637
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	569	344
Electronic equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	1,645	413
Vehicles and vehicle hardware
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	10,777	6,268
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	1,037	258
Developed software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	11,261	5,184
Other Assets
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 116	$ 26

BALANCE SHEET COMPONENTS - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation and amortization	$ 2,218	$ 1,074

BALANCE SHEET COMPONENTS - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Intangibles assets	$ 0	$ 4
Long-term deposits	5,779	3,592
Total Other Assets	$ 5,779	$ 3,596

BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Payroll expenses	$ 1,342	$ 823
General expenses	412	0
Legal expenses	232	124
Software expenses	529	0
Consultant expenses	959	380
Transaction expenses	0	1,092
Other accrued expenses and current liabilities	411	723
Total accrued expenses and other current liabilities	$ 3,885	$ 3,142

STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Millions					12 Months Ended
	Aug. 16, 2022 $ / shares	May 31, 2022 USD ($) $ / shares shares	Nov. 10, 2021 USD ($) class vote shares	Nov. 09, 2021 class	Dec. 31, 2022 class vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Defined Benefit Plan Disclosure [Line Items]
Total shares authorized (in shares)					4,110,000,000	4,110,000,000
Preferred stock, shares authorized (in shares)					10,000,000	10,000,000
Preferred stock shares issued (in shares)					0	0
Preferred stock shares outstanding (in shares)					0	0
Number of classes of stock \| class			2	1	2
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Stock split, conversion ratio	0.05
CF Principal Investments LLC \| Stock Purchase Agreement
Defined Benefit Plan Disclosure [Line Items]
Agreement term		36 months
Purchase price, percent of volume weighted average price		97.00%
CF Principal Investments LLC \| Common stock units \| Commitment Shares
Defined Benefit Plan Disclosure [Line Items]
Amount issued (in shares)		22,500
Fair value of shares issued \| $		$ 0.7
General and administrative expense
Defined Benefit Plan Disclosure [Line Items]
Reverse recapitalization, incremental value of exchanged shares \| $			$ 13.6
Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Common stock, shares authorized (in shares)					4,000,000,000	4,000,000,000
Common stock, shares issued (in shares)					19,050,207	18,141,649
Common stock, voting rights, number \| vote			1		1
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001
Class A Common Stock \| CF Principal Investments LLC \| Common stock units \| Stock Purchase Agreement
Defined Benefit Plan Disclosure [Line Items]
Number of shares authorized to be issued (in shares)		1,500,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Common stock, shares authorized (in shares)					100,000,000	100,000,000
Common stock, shares issued (in shares)			4,353,948		4,353,948	4,353,948
Common stock, voting rights, number \| vote			10		10
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001

WARRANTS - Schedule of Warrants Issued and Outstanding (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Aug. 16, 2022
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)		$ 11.50
FPA Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	666,663
Fair Value Price per Share (in dollars per share)	$ 0.02
Exercise price (in dollars per share)	$ 11.5
Public warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	13,799,936
Fair Value Price per Share (in dollars per share)	$ 0.02
Exercise price (in dollars per share)	$ 11.5
Private warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	6,686,667
Fair Value Price per Share (in dollars per share)	$ 0.02
Exercise price (in dollars per share)	$ 11.5
Working capital warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	2,000,000
Fair Value Price per Share (in dollars per share)	$ 0.02
Exercise price (in dollars per share)	$ 11.5

WARRANTS - Narrative (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Aug. 16, 2022 $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 10, 2021 USD ($)
Class of Warrant or Right [Line Items]
Expected dividend yield		0.00%	0.00%
Exercise price (in dollars per share) \| $ / shares	$ 11.50
Stock split, conversion ratio	0.05
FPA, Public, Private And Working Capital Warrants
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding \| $		$ 0.5	$ 49.4	$ 41.2
Private And Working Capital Warrants
Class of Warrant or Right [Line Items]
Expected dividend yield		0.00%

WARRANTS - Schedule of Fair Value Assumptions (Details)	12 Months Ended
WARRANTS - Schedule of Fair Value Assumptions (Details)	Dec. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Expected dividend yield	0.00%	0.00%
Private And Working Capital Warrants
Class of Warrant or Right [Line Items]
Risk-free interest rate	4.12%
Expected term (in years)	3 years 10 months 9 days
Expected dividend yield	0.00%
Expected volatility	112.70%

STOCK-BASED COMPENSATION EXPENSE - Narrative (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

tranche

$ / shares

Dec. 31, 2020

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

Expected dividend yield

0.00%

Shares issued upon exercise of stock options | $

$ 1,378

^[1]

$ 189

SBC capitalized into internally developed software | $

$ 1,780

$ 160

2016 Stock Plan

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

Shares reserved (in shares)

993,542

Exercisable term (in years)

10 years

Restricted stock units

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

Number of shares issued to date (in shares)

1,169,670

Granted (in shares)

1,341,193

481,516

Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $

$ 32,800

Share-based compensation arrangement by share-based payment award, award vesting period

4 years

Granted (in dollars per share) | $ / shares

$ 19.20

$ 168.80

Number of unvested shares (in shares)

1,152,405

480,839

Restricted stock units | Tranche One

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

Share-based compensation arrangement by share-based payment award, award vesting rights (in percent)

25.00%

Restricted stock units | Tranche Two

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

Share-based compensation arrangement by share-based payment award, award vesting rights (in percent)

2.78%

Restricted stock units | Tranche Three

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

Share-based compensation arrangement by share-based payment award, award vesting rights (in percent)

40.00%

Restricted stock units | Tranche Four

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

Share-based compensation arrangement by share-based payment award, award vesting rights (in percent)

30.00%

Restricted stock units | Tranche Five

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

Share-based compensation arrangement by share-based payment award, award vesting rights (in percent)

20.00%

Restricted stock units | Tranche Six

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

Share-based compensation arrangement by share-based payment award, award vesting rights (in percent)

10.00%

Restricted stock units | 2016 Stock Plan

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

Shares reserved (in shares)

3,937,824

Restricted stock units | 2021 Equity Plan

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

Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition

2 years 4 months 24 days

Stock Options

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

Expected dividend yield

0.00%

Weighted-average grant date fair value of stock options (in dollar per share) | $ / shares

$ 0.98

$ 37.20

Shares issued upon exercise of stock options | $

$ 800

$ 6,100

Fair value of awards vested | $

1,400

$ 2,400

Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $

3,300

Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition

1 year 10 months 24 days

Performance stock units

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

Granted (in shares)

2,235,780

Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $

$ 73,000

Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition

7 years 1 month 6 days

Share-based compensation arrangement by share-based payment award, award vesting period

10 years

Granted (in dollars per share) | $ / shares

$ 39.40

Number of valuation tranches | tranche

Number of unvested shares (in shares)

2,235,780

Performance stock units | Tranche One

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

Threshold escalating share price (in dollars per share) | $ / shares

$ 400

Performance stock units | Tranche Two

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

Threshold escalating share price (in dollars per share) | $ / shares

700

Performance stock units | Tranche Three

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

Threshold escalating share price (in dollars per share) | $ / shares

1,000

Performance stock units | Tranche Four

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

Threshold escalating share price (in dollars per share) | $ / shares

1,300

Performance stock units | Tranche Five

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

Threshold escalating share price (in dollars per share) | $ / shares

1,600

Performance stock units | Tranche Six

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

Threshold escalating share price (in dollars per share) | $ / shares

$ 2,000

Performance stock units | 2016 Stock Plan

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

Shares reserved (in shares)

3,937,824

Common Stock Units

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

Granted (in shares)

112,844

Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $

$ 2,700

Share-based compensation arrangement by share-based payment award, award vesting period

1 year 6 months

Granted (in dollars per share) | $ / shares

$ 49.60

Number of unvested shares (in shares)

47,410

74,054

Class A Common Stock

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

Maximum number of shares authorized (in shares)

3,843,688

Percentage of aggregate number of shares outstanding

5.00%

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

STOCK-BASED COMPENSATION EXPENSE - Stock Option Valuation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	3.84%	0.55%
Expected term (in years)	5 years 3 months 7 days	5 years 5 months 19 days
Expected volatility	40.01%	36.88%
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	3.86%	1.09%
Expected term (in years)	6 years 29 days	6 years 25 days
Expected volatility	41.14%	46.74%

STOCK-BASED COMPENSATION EXPENSE - Changes in Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Options Outstanding
Beginning balance (in shares)	1,267,911	1,270,854
Granted (in shares)	234,464	157,613
Exercised (in shares)	(482,499)	(89,089)
Cancelled (in shares)	(294,155)	(71,467)
Ending balance (in shares)	725,721	1,267,911	1,270,854
Vested and exercisable (in shares)	595,293
Weighted Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 4.09	$ 2.40
Granted (in dollars per share)	2.18	15.60
Exercised (in dollars per share)	2.24	3.00
Cancelled (in dollars per share)	7.39	4.20
Ending balance (in dollars per share)	3.17	$ 4.09	$ 2.40
Vested and exercisable (in dollars per share)	$ 2.40
Weighted Average Remaining Contractual Term (years)
Outstanding (in years)	6 years 9 months 7 days	6 years 10 months 20 days	7 years 8 months 4 days
Vested and exercisable (in years)	6 years 14 days
Aggregate intrinsic value outstanding	$ 1,288	$ 215,093	$ 15,194
Aggregate intrinsic value Exercised		$ 6,123
Vested and exercisable aggregate intrinsic value	$ 1,154

STOCK-BASED COMPENSATION EXPENSE - RSU, PSU and Common Stock Units (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restricted stock units
Number of Shares
Beginning balance (in shares)	480,839	0
Granted (in shares)	1,341,193	481,516
Forfeited (in shares)	(249,391)	(460)
Vested (in shares)	(420,236)	(217)
Ending balance (in shares)	1,152,405	480,839
Weighted Average Grant Date Fair Value per Share
Beginning balance (in dollars per share)	$ 168.80	$ 0
Granted (in dollars per share)	19.20	168.80
Forfeited (in dollars per share)	84.76	169.60
Vested (in dollars per share)	43.77	180.20
Ending balance (in dollars per share)	$ 52.05	$ 168.80
Performance stock units
Number of Shares
Beginning balance (in shares)	2,235,780	0
Granted (in shares)		2,235,780
Ending balance (in shares)	2,235,780	2,235,780
Weighted Average Grant Date Fair Value per Share
Beginning balance (in dollars per share)	$ 39.40	$ 0
Granted (in dollars per share)		39.40
Ending balance (in dollars per share)	$ 39.40	$ 39.40
Common Stock Units
Number of Shares
Beginning balance (in shares)	74,054	0
Granted (in shares)		112,844
Vested (in shares)	(26,644)	(38,790)
Ending balance (in shares)	47,410	74,054
Weighted Average Grant Date Fair Value per Share
Beginning balance (in dollars per share)	$ 49.60	$ 0
Granted (in dollars per share)		49.60
Vested (in dollars per share)	49.60	49.60
Ending balance (in dollars per share)	$ 49.60	$ 49.60

STOCK-BASED COMPENSATION EXPENSE - Impact of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 51,667	$ 47,767
SBC capitalized into internally developed software	(1,780)	(160)
Total stock-based compensation expense, net	49,887	47,607
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	2,178	2,350
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	36,934	25,888
Performance stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	10,551	18,086
Common Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	2,004	1,443
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense, net	15,787	16,594
General and administrative expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense, net	34,100	30,961
Sales and Marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense, net	$ 0	$ 52

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Loss before provision for income taxes	$ 103,163	$ 124,213
Provision for income taxes	0	0
Valuation allowance	78,343	39,359	$ 13,425
Accrued interest or penalties related to uncertain tax positions	0
Unrecognized tax benefits that would impact effective tax rate	$ 0
Minimum
Operating Loss Carryforwards [Line Items]
Income tax returns jurisdictions statutes of limitations range	3 years
Maximum
Operating Loss Carryforwards [Line Items]
Income tax returns jurisdictions statutes of limitations range	5 years
U.S. federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 132,000	97,200
Operating loss carryforwards, indefinitely	128,000
Research credit carryforwards	7,100	3,400
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	216,000	100,000
Research credit carryforwards	$ 5,300	$ 2,900

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal tax benefit at statutory rate	21.00%	21.00%
State income taxes, net of federal benefit	9.58%	5.41%
Non-deductible expenses and other	0.37%	(0.21%)
Share-based compensation	(0.09%)	(0.33%)
Compensation Disallowance under 162(m)	(5.53%)	(4.43%)
Research and development credits	2.50%	0.87%
Initial public offering costs	0.00%	(0.12%)
Interest on convertible note	0.00%	(1.38%)
Warrant expense	9.96%	(1.19%)
Derivative liability	0.00%	(1.22%)
Change in valuation allowance, net	(37.79%)	(18.40%)
Effective tax rate	0.00%	0.00%

INCOME TAXES - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ (39,359)	$ (13,425)
Charges to expenses	(38,984)	(25,934)
Deductions	0	0
Balance at end of period	$ (78,343)	$ (39,359)

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss	$ 42,614	$ 27,241
Stock based compensation	8,787	5,348
Other accruals	17,937	84
Warrant accruals	812	382
Fixed Assets and Intangibles	(27)	27
Capitalized Start-up Expenses	3,677	3,939
Credit carryforwards	7,682	3,781
Total deferred tax assets	81,482	40,802
Valuation Allowance	(78,343)	(39,359)	$ (13,425)
Total deferred tax assets after valuation allowance	3,139	1,443
Deferred tax liability
Capitalized Software	(3,139)	(1,443)
Net deferred tax assets	$ 0	$ 0

INCOME TAXES - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, beginning of year	$ 2,127	$ 1,028
Increases related to prior year tax provisions	0	0
Increase related to current year tax provisions	1,823	1,099
Unrecognized tax benefits, end of year	$ 3,950	$ 2,127

CONVERTIBLE DEBT AND NOTES PAYABLE - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Apr. 16, 2021
Short-Term Debt [Line Items]
Long-term debt	$ (1,790)
Notes Payable, Other Payables
Short-Term Debt [Line Items]
Long-term debt	(1,800)	$ (1,100)
Minimum \| Notes Payable, Other Payables
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 100
Debt instrument, interest rate, effective percentage	6.01%
Debt instrument, term	60 months
Maximum \| Notes Payable, Other Payables
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 500
Debt instrument, interest rate, effective percentage	8.39%
Convertible Debt
Short-Term Debt [Line Items]
Debt instrument, face amount			$ 25,000
Debt instrument, interest rate, effective percentage			10.00%
Debt issuance costs			$ 8,100
Derivative liability, mark to market expense		$ 4,300
Convertible Debt \| Class A Common Stock
Short-Term Debt [Line Items]
Debt conversion, converted instrument, shares issued		3,774,951
Adjustments to additional paid in capital, equity component of convertible debt		$ 37,500

CONVERTIBLE DEBT AND NOTES PAYABLE- Future Payments of Principal (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 493
2024	403
2025	379
2026	382
2027	133
2028 and thereafter	0
Total future payments	$ 1,790

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

COMMITMENTS AND CONTINGENCIES - Narrative (Details)	Dec. 31, 2022 renewal_option
Lessee, Lease, Description [Line Items]
Number of renewal options	1
Extend lease term	3 years
Minimum
Lessee, Lease, Description [Line Items]
Lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease term	7 years 1 month 6 days

COMMITMENTS AND CONTINGENCIES - Components of Lease Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 4,116
Short-term lease cost	282
Sublease Income	(70)
Total lease cost	$ 4,328

COMMITMENTS AND CONTINGENCIES - Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$ 3,765
Right-of-use assets obtained in exchange for lease obligations
Operating lease liabilities	$ 24,815	$ 0

COMMITMENTS AND CONTINGENCIES - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Assets
Operating lease right-of-use assets	$ 21,958	$ 4,400	$ 0
Liabilities
Operating lease liability, current	3,250		0
Operating lease liability, non-current	19,222		$ 0
Total lease liabilities	$ 22,472	$ 4,500
Weighted Average Lease Term (in years)
Operating Leases	5 years
Weighted Average Discount Rate
Operating Leases	10.79%

COMMITMENTS AND CONTINGENCIES - Total Future Minimum Lease Payments Over the Term of the Lease (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Commitments and Contingencies Disclosure [Abstract]
2023	$ 5,505
2024	5,329
2025	4,139
2026	4,855
2027	4,521
2028 and thereafter	7,063
Total undiscounted lease payments	31,412
Less: imputed interest	(8,940)
Total lease liabilities	$ 22,472	$ 4,500

NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (103,163)	$ (124,213)
Net loss attributable to ordinary shareholders, basic	(103,163)	(124,213)
Net loss attributable to ordinary shareholders, diluted	$ (103,163)	$ (124,213)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	23,000,744	9,266,224
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in share)	23,000,744	9,266,224
Net loss per share attributable to common stockholders, basic (in dollar per share)	$ (4.49)	$ (13.40)
Net loss per share attributable to common stockholders, diluted (in dollar per share)	(4.49)	(13.40)
Class A Common Stock
Denominator:
Net loss per share attributable to common stockholders, basic (in dollar per share)	18,646,805	8,657,864
Net loss per share attributable to common stockholders, diluted (in dollar per share)	18,646,805	8,657,864
Class B Common Stock
Denominator:
Net loss per share attributable to common stockholders, basic (in dollar per share)	4,353,939	608,360
Net loss per share attributable to common stockholders, diluted (in dollar per share)	$ 4,353,939	$ 608,360

NET LOSS PER SHARE - Weighted-Average Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	5,318,979	4,832,308
Options issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	725,721	883,755
Warrants issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	1,157,663	1,157,663
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	1,152,405	481,056
Common stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	47,410	74,054
Performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	2,235,780	2,235,780

SUBSEQUENT EVENTS (Details) $ in Thousands	Mar. 03, 2023 USD ($) employee	Mar. 10, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Subsequent Event [Line Items]
Cash and cash equivalents			$ 157,622	$ 264,615
Subsequent Event
Subsequent Event [Line Items]
Reduction of current workforce, number of employees \| employee	230
Reduction of current workforce, percent of headcount	70.00%
Subsequent Event \| Silicon Valley Bank
Subsequent Event [Line Items]
Cash and cash equivalents		$ 133,000
Subsequent Event \| Other Financial Institutions
Subsequent Event [Line Items]
Cash and cash equivalents		$ 27,000
Subsequent Event \| Minimum
Subsequent Event [Line Items]
Expected cost	$ 7,000
Subsequent Event \| Maximum
Subsequent Event [Line Items]
Expected cost	$ 11,000