0001628280-23-018153 | 10-Q | XBRL Viewer

NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2023 and 2022, respectively (in thousands, except share and per share data).


	Three Months Ended March 31,
	2023		2022

Numerator:
Net loss	$	(63,062)	$	(18,447)
Net loss attributable to common stockholders	$	(63,062)	$	(18,447)
Denominator:
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(2.67)	$	(0.82)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	23,630,012		22,631,150
Class A	19,276,064		18,277,202
Class B	4,353,948		4,353,948

Schedule of Weighted-average Outstanding Common Stock Equivalents Excluded From The Computation of Diluted Net Loss Per Share

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.


	Three Months Ended March 31,
	2023	2022











Outstanding options	516,576	1,073,982
Warrants issued and outstanding	1,157,663	1,157,663
Restricted stock units	2,340,119	465,861
Common stock units	40,749	67,392
Performance stock units	2,235,788	2,235,788
Total	6,290,895	5,000,686

Condensed Consolidated Statements of Preferred Stock and Stockholder’s Equity - USD ($) $ in Thousands	Total	Common Stock Class A	Common Stock Class B	Warrants	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		18,141,649	4,353,948	23,153,266
Beginning balance at Dec. 31, 2021	$ 234,634	$ 2	$ 0		$ 417,535	$ (182,903)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options	372				372
Vesting of early exercised options	11				11
Stock-based compensation	16,698				16,698
Net loss	(18,447)					(18,447)
Ending balance (in shares) at Mar. 31, 2022		18,141,649	4,353,948	23,153,266
Ending balance at Mar. 31, 2022	233,268	$ 2	$ 0		434,616	(201,350)
Beginning balance (in shares) at Dec. 31, 2022		19,050,207	4,353,948	23,153,266
Beginning balance at Dec. 31, 2022	$ 184,974	$ 2	$ 0		471,038	(286,066)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of stock options (in shares)	177,166	177,166
Shares issued upon exercise of stock options	$ 220				220
Shares issued upon vesting of restricted stock units (in shares)		305,278
Vesting of early exercised options	10				10
Stock-based compensation	3,551				3,551
Net loss	(63,062)					(63,062)
Ending balance (in shares) at Mar. 31, 2023		19,532,651	4,353,948	23,153,266
Ending balance at Mar. 31, 2023	$ 125,693	$ 2	$ 0		$ 474,819	$ (349,128)

- Definition

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

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

WARRANTS - Schedule of Fair Value Assumptions (Details) - Private and Working Capital Warrants	3 Months Ended
	Mar. 31, 2023
Class of Warrant or Right [Line Items]
Risk – free interest rate	3.75%
Expected term (in years)	3 years 7 months 9 days
Expected dividend yield	0.00%
Expected volatility	123.70%

BALANCE SHEET COMPONENTS (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and December 31, 2022, respectively (in thousands):


	March 31, 2023		December 31, 2022

Prepaid insurance	$	3,085	$	3,411
Prepaid software	1,643		2,648

Income tax receivable	494		494
Short-term deposits	431		452

Prepaid salary	558		558

Other current assets	1,122		323
Total prepaid expenses and other current assets	$	7,333	$	7,886

Schedule of 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

Property, equipment and software consist of the following as of March 31, 2023 and December 31, 2022, respectively (in thousands):


	March 31, 2023		December 31, 2022

Machinery and equipment	$	248	$	569
Electronic equipment	776		1,645
Vehicles and vehicle hardware	7,741		10,777
Leasehold improvements	—		1,037
Developed software	—		11,261
Other	27		116
Property, equipment and software, gross	8,792		25,405
Less: accumulated depreciation and amortization	(4,038)		(4,797)
Total property, equipment and software, net	$	4,754	$	20,608

Schedule of Other Assets

Other assets consist of the following as of March 31, 2023 and December 31, 2022, respectively (in thousands):


	March 31, 2023		December 31, 2022

Lease deposits	$	3,230	$	3,224
Prepaid insurance	1,455		2,000
Other long term assets	189		555
Total Other Assets	$	4,874	$	5,779

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2023 and December 31, 2022, respectively (in thousands):


	March 31, 2023		December 31, 2022

Payroll expenses	$	3,059	$	1,342
General expenses	257		412
Legal expenses	2,253		232
Software expenses	821		529
Consultant expenses	1,158		959



Other accrued expenses and current liabilities	354		411
Total accrued expenses and other current liabilities	$	7,902	$	3,885

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Carrying Value and Fair Value of Financial Instruments

The carrying value and fair value of the Company’s financial instruments as of March 31, 2023 and December 31, 2022, respectively, are as follows:


	March 31, 2023 (in thousands)
	Level 1		Level 2		Level 3		Total

Assets
Cash equivalents:
United States money market funds	$	100,246	$	—	$	—	$	100,246
Liabilities
Warrant liabilities - FPA warrants (1)	$	13	$	—	$	—	$	13
Warrant liabilities - public warrants	$	259	$	—	$	—	$	259
Warrant liabilities - working capital warrants	$	—	$	—	$	38	$	38
Warrant liabilities - private warrants	$	—	$	—	$	126	$	126

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


	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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)				3 Months Ended
	Nov. 10, 2021 class	Nov. 09, 2021 class	Oct. 13, 2020 $ / shares shares	Mar. 31, 2023 USD ($) class $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Aug. 16, 2022 $ / shares	Jan. 01, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents				$ 126,202,000	$ 244,488,000	$ 157,622,000
Restricted cash				$ 900,000		$ 900,000
Number of shares for each unit (in shares) \| shares			0.33
Exercise price (in dollars per share) \| $ / shares							$ 11.50
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Impairment of asset				$ 23,288,000	0
Restructuring costs				$ 9,531,000	0
Number of classes of stock \| class	2	1		2
Dividends declared or paid				$ 0
Other comprehensive loss				$ 0	$ 0
Preferred stock, shares outstanding (in shares) \| shares				0		0
Operating lease right-of-use assets				$ 9,395,000		$ 21,958,000		$ 4,400,000
Total lease liabilities				16,722,000		$ 22,472,000		$ 4,500,000
Software
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of asset				$ 11,200,000
Private warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price (in dollars per share) \| $ / shares				$ 11.50
Warrants outstanding (in shares) \| shares				6,686,667
Public warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price (in dollars per share) \| $ / shares				$ 11.50
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 Sale \| 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

BALANCE SHEET COMPONENTS - Schedule of Property, Equipment and Software (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	$ 8,792		$ 25,405
Less: accumulated depreciation and amortization	(4,038)		(4,797)
Total property, equipment and software, net	4,754		20,608
Depreciation and amortization	840	$ 383	400
Property and equipment, impairment loss	16,416
Property and equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	248		569
Electronic equipment
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	776		1,645
Vehicles and vehicle hardware
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	7,741		10,777
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	0		1,037
Developed software
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	0		11,261
Property and equipment, impairment loss	11,261
Other
Property, Plant and Equipment [Line Items]
Property, equipment and software, gross	27		$ 116
Property, Equipment And Software
Property, Plant and Equipment [Line Items]
Property and equipment, impairment loss	$ 16,400

BALANCE SHEET COMPONENTS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid insurance	$ 3,085	$ 3,411
Prepaid software	1,643	2,648
Income tax receivable	494	494
Short-term deposits	431	452
Prepaid salary	558	558
Other current assets	1,122	323
Prepaid expenses and other current assets	$ 7,333	$ 7,886

STOCK-BASED COMPENSATION EXPENSE (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

Changes in stock options are as follows:


	Number of Outstanding Options	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic value (in thousands








Outstanding at December 31, 2022	725,721	$	3.17	6.77	$	1,288

Exercised	(177,166)	$	1.22	—	284

Cancelled	(31,979)	$	2.53	—	—
Outstanding at March 31, 2023	516,576	$	3.84	6.04	$	659,703
Vested and Exercisable as of March 31, 2023	447,111	$	2.81	5.39	$	622,407

Schedule of Award Activity, Excluding Options

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

Balance as of December 31, 2022	1,152,405	$	52.05
Granted	1,966,961	2.61

Forfeited	(475,200)	29.44
Vested	(304,047)	34.29
Balance as of March 31, 2023	2,340,119	$	17.25

The Company's CSUs activity for the three months ended March 31, 2023 was as follows:


	Number of Shares	Weighted Average Grant date Fair Value Per Share

Balance as of December 31, 2022	47,410	$	49.60



Vested	(6,661)	49.60
Balance as of March 31, 2023	40,749	$	49.60

Schedule of Stock-based Compensation Expense

The following table presents the impact of stock-based compensation expense on the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022, respectively (in thousands):


	Three Months Ended March 31,
	2023		2022

Research and development	$	(674)	$	3,765
General, and administrative	4,284		12,837
Total stock-based compensation expense	$	3,610	$	16,602

The following table presents the impact of stock-based compensation expense by award type for the three months ended March 31, 2023 and 2022, respectively (in thousands):


	Three Months Ended March 31,
Award Type	2023		2022

Options	$	470	$	727
RSUs	48		12,937
PSUs	2,601		2,603
CSUs	491		491
Total stock-based compensation expense	$	3,610	$	16,758
SBC capitalized into internally developed software	—		(156)
Total stock-based compensation expense, net	$	3,610	$	16,602

STOCK-BASED COMPENSATION EXPENSE - Changes in Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Outstanding Options
Beginning balance (in shares)	725,721
Exercised (in shares)	(177,166)
Cancelled (in shares)	(31,979)
Ending balance (in shares)	516,576	725,721
Vested and exercisable (in shares)	447,111
Weighted Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 3.17
Exercised (in dollars per share)	1.22
Cancelled (in dollars per share)	2.53
Ending balance (in dollars per share)	3.84	$ 3.17
Vested and exercisable (in dollars per share)	$ 2.81
Weighted Average Remaining Contractual Term and Aggregate Intrinsic
Outstanding at the end (in years)	6 years 14 days	6 years 9 months 7 days
Vested and exercisable (in years)	5 years 4 months 20 days
Aggregate intrinsic value outstanding	$ 659,703	$ 1,288
Aggregate intrinsic value exercised	284
Vested and exercisable aggregate intrinsic value	$ 622,407

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands			3 Months Ended
	Mar. 03, 2023 employee	Aug. 16, 2022 $ / shares	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Reverse stock split conversion ratio		0.05
Net loss			$ 63,062	$ 18,447
Accumulated deficit			349,128		$ 286,066
Net cash used in operating activities			30,345	18,225
Cash and cash equivalents			$ 126,202	$ 244,488	$ 157,622
Restructuring number of positions eliminated \| employee	230
Number of segments \| segment			1

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

WARRANTS - Schedule of Warrants Issued and Outstanding (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	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)	$ 11.50
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)	$ 11.50
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)	$ 11.50
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)	$ 11.50

FAIR VALUE MEASUREMENTS - Carrying Value and Fair Value of Financial Instruments (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
FPA warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	$ 13	$ 13
Public warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	259	276
Working capital warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	38	40
Private Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	126	134
Fair Value, Inputs, Level 1 \| FPA warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	13	13
Fair Value, Inputs, Level 1 \| Public warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	259	276
Fair Value, Inputs, Level 1 \| Working capital warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Inputs, Level 1 \| Private Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Inputs, Level 2 \| FPA warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Inputs, Level 2 \| Public warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Inputs, Level 2 \| Working capital warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Inputs, Level 2 \| Private Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Inputs, Level 3 \| FPA warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Inputs, Level 3 \| Public warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Inputs, Level 3 \| Working capital warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	38	40
Fair Value, Inputs, Level 3 \| Private Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	126	134
Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	100,246	1,379
Money Market Funds \| Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	100,246	1,379
Money Market Funds \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	0	0
Money Market Funds \| Fair Value, Inputs, Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	$ 0	$ 0

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS In April, 2023, the Company initiated the process of sale and auction of its property and equipment with certain providers. The Company expects to receive approximately $2.3 million in proceeds from sale of assets that were auctioned in April 2023. On April 28, 2023, Richard Hawwa and Embark Trucks, Inc. (the “Company”) reached an agreement regarding Mr. Hawwa’s resignation from his position as the Company’s Chief Financial Officer effective April 28, 2023 (“Separation Date”). On April 26, 2023, the Board of Directors of the Company approved the appointment of Morgan Dioli to serve as the Company’s interim Chief Financial Officer and designated Mr. Dioli to serve as the Company’s principal financial officer and principal accounting officer, succeeding Mr. Hawwa. Mr. Dioli’s appointment became effective upon the Separation Date. Embark has implemented a number of initiatives following March 31, 2023, in furtherance of this process including: continued headcount reduction, termination of the TTP and return of the Embark-powered truck provided to Knight-Swift, cancellation of all reservations for future deliveries, termination of certain outstanding warrants issued to Werner Enterprises, Inc. and ZX Ventures LLC, termination of our PDP and termination of leases to a substantial part of identified transfer points.

SUBSEQUENT EVENTS (Details) $ in Millions	1 Months Ended
SUBSEQUENT EVENTS (Details) $ in Millions	Apr. 30, 2023 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Proceeds from sale of assets	$ 2.3

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 126,202	$ 157,622
Restricted cash, short-term	667	65
Prepaid expenses and other current assets	7,333	7,886
Total current assets	134,202	165,573
Restricted cash, long-term	210	812
Property, equipment and software, net	4,754	20,608
Operating lease right-of-use assets	9,395	21,958
Other assets	4,874	5,779
Total assets	153,435	214,730
Current liabilities:
Accounts payable	909	1,036
Accrued expenses and other current liabilities	7,902	3,885
Current portion of operating lease liabilities	2,498	3,250
Short-term notes payable	486	493
Total current liabilities	11,795	8,664
Long-term notes payable	1,178	1,297
Warrant liability	435	463
Non-current portion of operating lease liabilities	14,224	19,222
Other long-term liability	110	110
Total liabilities	27,742	29,756
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and none outstanding as of March 31, 2023 and December 31, 2022	0	0
Additional paid-in capital	474,819	471,038
Accumulated deficit	(349,128)	(286,066)
Total stockholders’ equity	125,693	184,974
Total liabilities and stockholders’ equity	153,435	214,730
Class A
Stockholders’ equity:
Common stock, value	2	2
Class B
Stockholders’ equity:
Common stock, value	$ 0	$ 0

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2023

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):


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Lease cost
Operating lease cost	$	1,741	$	600
Short-term lease cost (1)	5		102
Sublease income	(210)		—
Total lease cost	$	1,536	$	702

___________________

(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):


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$	1,445	477
Right-of-use assets obtained in exchange for lease obligations
Operating lease liabilities	$	—	6,587


	March 31, 2023		December 31, 2022

Weighted Average Lease Term (in years)
Operating Leases	4.92		5.00
Weighted Average Discount Rate
Operating Leases	11.73	%	10.79	%

Schedule of Supplemental Balance Sheet Information

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


	March 31, 2023		December 31, 2022

Assets
Operating lease right-of-use assets	$	9,395	$	21,958
Liabilities
Operating lease liability, current	2,498		3,250
Operating lease liability, non-current	14,224		19,222
Total operating lease liability	$	16,722	$	22,472

Schedule of Operating Leases Maturity Schedule

Total future minimum lease payments over the term of the lease as of March 31, 2023, are as follows (in thousands):


Year ended December 31,	Operating leases
2023 (remaining nine months)	$	3,155
2024	4,281
2025	3,591
2026	4,292
2027	4,332
Thereafter	2,554
Total undiscounted lease payments	22,205
Less: imputed interest	(5,483)
Total lease liabilities	$	16,722

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (63,062)	$ (18,447)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	840	383
Right-of-use asset amortization	803	488
Stock-based compensation, net of amounts capitalized	3,610	16,602
Impairment of long-lived assets	23,288	0
Change in fair value of warrants	(28)	(22,156)
Loss on sale of property, plant and equipment	(70)	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	527	682
Other assets	904	(126)
Operating lease liabilities	(846)	0
Accounts payable	(311)	1,644
Other long-term liability	0	60
Accrued expenses and other current liabilities	4,000	2,645
Net cash used in operating activities	(30,345)	(18,225)
Cash flows from investing activities
Purchase of property, equipment and software	(1,147)	(1,717)
Net cash used in investing activities	(1,147)	(1,717)
Cash flows from financing activities
Payment towards notes payable	(125)	(81)
Proceeds from exercise of stock options	197	372
Repurchase of early exercised options	0	(4)
Net cash provided by financing activities	72	287
Net decrease in cash, cash equivalents and restricted cash	(31,420)	(19,655)
Cash, cash equivalents and restricted cash at beginning of period	158,499	265,020
Cash, cash equivalents and restricted cash at end of period	127,079	245,365
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	0	18
Supplemental schedule of noncash investing and financing activities:
Acquisition of property, equipment and software in accounts payable	198	284
Operating lease liabilities	0	6,587
Stock-based compensation capitalized into internally developed software	0	156
Vesting of early exercised stock options	10	15
Cash in transit for option exercise	$ 24	$ 0

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The carrying value and fair value of the Company’s financial instruments as of March 31, 2023 and December 31, 2022, respectively, are as follows:


	March 31, 2023 (in thousands)
	Level 1		Level 2		Level 3		Total

Assets
Cash equivalents:
United States money market funds	$	100,246	$	—	$	—	$	100,246
Liabilities
Warrant liabilities - FPA warrants (1)	$	13	$	—	$	—	$	13
Warrant liabilities - public warrants	$	259	$	—	$	—	$	259
Warrant liabilities - working capital warrants	$	—	$	—	$	38	$	38
Warrant liabilities - private warrants	$	—	$	—	$	126	$	126

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


	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 March 31, 2023 and December 31, 2022, there were no transfers made among the three levels in the fair value hierarchy.

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 March 31, 2023 and December 31, 2022. The Private and Working Capital Warrants were fair valued using the Black Scholes Option Pricing Model as of March 31, 2023 and December 31, 2022. For the three months ended March 31, 2023, the Company recognized income in the condensed consolidated statement of operations resulting from a change in the fair value of warrants of approximately $28,000, presented as other income (expense) on the accompanying condensed consolidated statement of operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

NET LOSS PER SHARE - Weighted-Average Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	6,290,895	5,000,686
Outstanding options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	516,576	1,073,982
Warrants
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)	2,340,119	465,861
Common stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	40,749	67,392
Performance stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation (in shares)	2,235,788	2,235,788

COMMITMENTS AND CONTINGENCIES - Total Future Minimum Lease Payments Over the Term of the Lease (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Commitments and Contingencies Disclosure [Abstract]
2023 (remaining nine months)	$ 3,155
2024	4,281
2025	3,591
2026	4,292
2027	4,332
Thereafter	2,554
Total undiscounted lease payments	22,205
Less: imputed interest	(5,483)
Total lease liabilities	$ 16,722	$ 22,472	$ 4,500

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value of warrants	$ (28)	$ (22,156)
Other Income (Expense)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value of warrants	$ 28

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 09, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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 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 Central Index Key	0001827980
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock
Entity 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		19,695,752
Warrants, each whole warrant exercisable for 1/20th share of Class A common stock at an exercise price of $11.50 per warrant
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for 1/20th share of Class A common stock at an exercise price of $11.50 per warrant
Trading Symbol	EMBKW
Security Exchange Name	NASDAQ
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		4,353,948

STOCK-BASED COMPENSATION EXPENSE - Impact of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,610	$ 16,758
SBC capitalized into internally developed software	0	(156)
Total stock-based compensation expense, net	3,610	16,602
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	470	727
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	48	12,937
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	2,601	2,603
CSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	491	491
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net	(674)	3,765
General, and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net	$ 4,284	$ 12,837

NOTES PAYABLE

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTES PAYABLESince 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 March 31, 2023 and December 31, 2022 are $1.7 million and $1.8 million, respectively.

The following table presents future payments of principal as of March 31, 2023 (in thousands):


Years ended December 31,	Amounts
2023 (remaining nine months)	$	367
2024	403
2025	379
2026	382
2027	133
Total future payments	$	1,664

- 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
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-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
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-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
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-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2023

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 Embark’s 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. This motion was heard on March 23, 2023. On April 6, 2023, the parties entered a memorandum of understanding to resolve the Hardy Action release the Company from any liability thereunder with no admissions of liability or other concessions made by the Company or other defendants and subject to court approval of a joint stipulation and motion to approve the settlement. We anticipate that plaintiffs and the Company will submit the settlement to the court on or about May 15, 2023 as part of a Stipulation and Agreement of Settlement. In the event the court approves the Stipulation and Agreement of Settlement, the Company would be obligated to pay a settlement amount of two million five hundred thousand dollars to an escrow account for payment of attorneys' fees and costs, administration expenses and distributions to putative class members.

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 Luberisse 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.

In March 2023, the Company executed an agreement for the termination of two office spaces locations effective March 24, 2023 and March 27, 2023, respectively, and recognized $0.6 million for early termination fees. The original term of each lease was through 2024 and 2027, respectively.

In March 2023, the Company remeasured its lease liabilities as the Company is reasonably certain to exercise a lease option affecting the remaining lease term. The remeasurement resulted in a $1.9 million decrease in lease liability with a corresponding reduction to right of use assets.

Subsequently, it was determined that the carrying value of one of its corporate office lease is not recoverable as well as ceased use of its transfer point sites. Accordingly, the Company recognized a right of use asset impairment charge of $6.9 million during the three months ended March 31, 2023. See Note 5, “Restructuring costs and Impairment of Long-Lived Assets.”

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


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Lease cost
Operating lease cost	$	1,741	$	600
Short-term lease cost (1)	5		102
Sublease income	(210)		—
Total lease cost	$	1,536	$	702

___________________

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


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$	1,445	477
Right-of-use assets obtained in exchange for lease obligations
Operating lease liabilities	$	—	6,587

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


	March 31, 2023		December 31, 2022

Assets
Operating lease right-of-use assets	$	9,395	$	21,958
Liabilities
Operating lease liability, current	2,498		3,250
Operating lease liability, non-current	14,224		19,222
Total operating lease liability	$	16,722	$	22,472


	March 31, 2023		December 31, 2022

Weighted Average Lease Term (in years)
Operating Leases	4.92		5.00
Weighted Average Discount Rate
Operating Leases	11.73	%	10.79	%

Total future minimum lease payments over the term of the lease as of March 31, 2023, are as follows (in thousands):


Year ended December 31,	Operating leases
2023 (remaining nine months)	$	3,155
2024	4,281
2025	3,591
2026	4,292
2027	4,332
Thereafter	2,554
Total undiscounted lease payments	22,205
Less: imputed interest	(5,483)
Total lease liabilities	$	16,722

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
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, 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)	19,532,651	19,050,207
Class B
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

STOCKHOLDERS’ EQUITY	3 Months Ended
STOCKHOLDERS’ EQUITY	Mar. 31, 2023
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 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 March 31, 2023, 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 March 31, 2023, the Company had 19,532,651 shares issued as Class A common stock and 4,353,948 shares issued as Class B common stock. Preferred Stock As of March 31, 2023 and December 31, 2022, the Company had no shares of preferred and founders 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 issued 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 March 31, 2023 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 three months ended March 31, 2023, 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.

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+ Details

RETIREMENT SAVINGS PLAN	3 Months Ended
RETIREMENT SAVINGS PLAN	Mar. 31, 2023
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 as of March 31, 2023.

- Definition

The entire disclosure for retirement benefits.

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+ Details

STOCK-BASED COMPENSATION EXPENSE - Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 tranche $ / shares	Dec. 31, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in dollars per share)	$ 0	$ 0
SBC capitalized into internally developed software \| $	$ 0	$ 156
Total stock-based compensation expense \| $	$ 3,610	16,758
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares	1,966,961
Unrecognized stock-based compensation expense \| $	$ 20,000
Vesting period (in years)	4 years
Granted (in dollars per share)	$ 2.61
Number of unvested shares (in shares) \| shares	2,340,119			1,152,405
Weighted average grant date fair value (in dollars per share)	$ 17.25			$ 52.05
Total stock-based compensation expense \| $	$ 48	12,937
Restricted stock units \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage (in percent)	25.00%
Restricted stock units \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage (in percent)	2.78%
Restricted stock units \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage (in percent)	2.08%
Restricted stock units \| Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage (in percent)	40.00%
Restricted stock units \| Tranche Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage (in percent)	30.00%
Restricted stock units \| Tranche Six
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage (in percent)	20.00%
Restricted stock units \| Tranche Seven
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage (in percent)	10.00%
Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense \| $	$ 70,400
Weighted-average remaining vesting period (in years)	6 years 10 months 24 days
Vesting period (in years)			10 years
Number of valuation tranches \| tranche			6
Number of unvested shares (in shares) \| shares	2,235,788
Weighted average grant date fair value (in dollars per share)	$ 39.40
Total stock-based compensation expense \| $	$ 2,601	2,603
Performance stock units \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price (in dollars per share)			$ 400.00
Performance stock units \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price (in dollars per share)			700.00
Performance stock units \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price (in dollars per share)			1,000.00
Performance stock units \| Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price (in dollars per share)			1,300.00
Performance stock units \| Tranche Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price (in dollars per share)			1,600.00
Performance stock units \| Tranche Six
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold escalating share price (in dollars per share)			$ 2,000.00
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Unrecognized stock-based compensation expense \| $	$ 2,180
Weighted-average remaining vesting period (in years)	1 year 8 months 1 day
Total stock-based compensation expense \| $	$ 470	727
Common Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense \| $	$ 2,300
Vesting period (in years)	1 year 4 months 6 days
Number of unvested shares (in shares) \| shares	40,749			47,410
Weighted average grant date fair value (in dollars per share)	$ 49.60			$ 49.60
Total stock-based compensation expense \| $	$ 491	$ 491
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares authorized (in shares) \| shares	4,807,138
Percentage of aggregate number of shares outstanding	5.00%
2016 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reverse stock splits (in shares) \| shares	993,542
Exercisable term (in years)	10 years
2016 Stock Plan \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved (in shares) \| shares	3,937,824
2016 Stock Plan \| Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved (in shares) \| shares	3,937,824
2021 Equity Plan \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average remaining vesting period (in years)	2 years 8 months 12 days

COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended
	Mar. 27, 2023 USD ($) office_space	Mar. 31, 2023 USD ($) renewal_option	Mar. 31, 2023 USD ($) renewal_option	Mar. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Number of renewal options \| renewal_option		1	1
Extend lease term		3 years	3 years
Number of office space locations terminated \| office_space	2
Early termination fees	$ 600
Decrease in lease liability		$ 1,900	$ 846	$ 0
Operating lease, impairment loss			$ 6,872
Minimum
Lessee, Lease, Description [Line Items]
Lease term		1 year	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease term		7 years 1 month 6 days	7 years 1 month 6 days

BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Payroll expenses	$ 3,059	$ 1,342
General expenses	257	412
Legal expenses	2,253	232
Software expenses	821	529
Consultant expenses	1,158	959
Other accrued expenses and current liabilities	354	411
Total accrued expenses and other current liabilities	$ 7,902	$ 3,885

NET LOSS PER SHARE - Schedule of Earnings Per Share (Details) $ / shares in Units, $ in Thousands			3 Months Ended
	Nov. 10, 2021 class	Nov. 09, 2021 class	Mar. 31, 2023 USD ($) class $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares
Numerator:
Net loss \| $			$ (63,062)	$ (18,447)
Net loss attributable to common stockholders, basic \| $			(63,062)	(18,447)
Net loss attributable to common stockholders, diluted \| $			$ (63,062)	$ (18,447)
Denominator:
Net loss per share attributable to common stockholders, basic (in dollars per share) \| $ / shares			$ (2.67)	$ (0.82)
Net loss per share attributable to common stockholders, diluted (in dollars per share) \| $ / shares			$ (2.67)	$ (0.82)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) \| shares			23,630,012	22,631,150
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) \| shares			23,630,012	22,631,150
Number of classes of stock \| class	2	1	2
Class A
Denominator:
Net loss per share attributable to common stockholders, basic (in dollars per share) \| $ / shares			$ (2.67)	$ (0.82)
Net loss per share attributable to common stockholders, diluted (in dollars per share) \| $ / shares			$ (2.67)	$ (0.82)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) \| shares			19,276,064	18,277,202
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) \| shares			19,276,064	18,277,202
Class B Common Stock
Denominator:
Net loss per share attributable to common stockholders, basic (in dollars per share) \| $ / shares			$ (2.67)	$ (0.82)
Net loss per share attributable to common stockholders, diluted (in dollars per share) \| $ / shares			$ (2.67)	$ (0.82)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) \| shares			4,353,948	4,353,948
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) \| shares			4,353,948	4,353,948

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	Mar. 31, 2023
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 Technology”) was originally incorporated in Delaware on September 25, 2020 under the name Northern Genesis Acquisition Corp. II (“NGA”). Embark Technology 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”), Embark Technology (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. (“Embark” or the “Company”) and became the parent entity of Embark Trucks. The principal activities of Embark 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 March 31, 2023. 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 March 31, 2023. 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 financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the regulations of the SEC. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Unaudited Interim Financial Information These interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto contained in Embark’s Annual Report. The condensed consolidated balance sheet at December 31, 2022, has been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and the Company’s results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. 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 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. The Company has incurred losses from operations since inception. The Company incurred net losses of $63.1 million and $18.4 million for the three months ended March 31, 2023 and 2022, respectively, and accumulated deficit amounts of $349.1 million and $286.1 million as of March 31, 2023 and December 31, 2022, respectively. Net cash used in operating activities was $30.3 million and $18.2 million for the three months ended March 31, 2023 and 2022, respectively. The Company’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors, and borrow funds to fund its general operations, research and development activities and capital expenditures. As of March 31, 2023 and December 31, 2022, the Company’s balance of cash and cash equivalents was $126.2 million and $157.6 million, 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 research and development (“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 and initiated a workforce reduction of approximately 230 employees. 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 condensed 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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.

STOCKHOLDERS’ EQUITY (Details) $ / shares in Units, $ in Millions					3 Months Ended
	Aug. 16, 2022 $ / shares	May 31, 2022 USD ($) $ / shares shares	Nov. 10, 2021 USD ($) class vote	Nov. 09, 2021 class	Mar. 31, 2023 class vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Class of Stock [Line Items]
Shares authorized (in shares)					4,110,000,000
Preferred stock, shares authorized (in shares)					10,000,000	10,000,000
Reverse stock split conversion ratio	0.05
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 Purchase Agreement \| Cantor
Class of Stock [Line Items]
Agreement term		36 months
Purchase price, percent of volume weighted average price		97.00%
Common stock units \| Commitment Shares \| Cantor
Class of Stock [Line Items]
Amount issued (in shares)		22,500
Fair value of shares issued \| $		$ 0.7
General, and administrative
Class of Stock [Line Items]
Incremental value of exchanged shares \| $			$ 13.6
Class A
Class of Stock [Line Items]
Common stock, shares authorized (in shares)					4,000,000,000	4,000,000,000
Common stock, shares issued (in shares)					19,532,651	19,050,207
Number of votes \| vote			1		1
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001
Class A \| Common stock units \| Stock Purchase Agreement \| Cantor
Class of Stock [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
Class of Stock [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
Number of votes \| vote			10		10,000,000
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001

STOCK-BASED COMPENSATION EXPENSE

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION EXPENSE

Stock Option Plan

In connection with the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”), under which the Company grants cash and equity incentive awards to directors, employees (including named executive officers) and consultants in order to attract, motivate and retain the talent for which the Company competes. The Company terminated the 2016 Stock Plan, provided that the outstanding awards previously granted under the 2016 Plan continue to remain outstanding under the 2016 Plan. Under the 2021 Plan, as of March 31, 2023, the Company has authorized the issuance of a maximum number of 4,807,138 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. During the three months ended March 31, 2023, the Company issued 1,966,961 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 March 31, 2023, 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 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.

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.

The Company did not grant any stock options for the three months ended March 31, 2023 and 2022.

Option Activity

Changes in stock options are as follows:


	Number of Outstanding Options	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic value (in thousands








Outstanding at December 31, 2022	725,721	$	3.17	6.77	$	1,288

Exercised	(177,166)	$	1.22	—	284

Cancelled	(31,979)	$	2.53	—	—
Outstanding at March 31, 2023	516,576	$	3.84	6.04	$	659,703
Vested and Exercisable as of March 31, 2023	447,111	$	2.81	5.39	$	622,407

The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company's common stock price and the exercise price of the stock options. The company did not grant any stock options for the three months ended March 31, 2023 and 2022. As of March 31, 2023, the total unrecognized compensation related to unvested stock option awards granted was $2.18 million, which the Company expects to recognize over a weighted-average period of approximately 1.67 years.

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 award vesting after the first-year anniversary and one-thirty sixth of the remainder of the award vesting monthly thereafter, vesting over a four year period with one forty-eighth of the award vesting monthly, or over a four year period with a 40/30/20/10 monthly schedule. 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 three months ended March 31, 2023, the Company granted 1,966,961 shares of RSUs under the 2021 Equity Plan: there was no grant of RSUs under the 2016 Plan during the three months ended March 31, 2023. The company did not grant any RSUs for the three months ended March 31, 2022. The weighted average grant date fair value per share for the RSUs granted for the three months ended March 31, 2023 was $2.61. As of March 31, 2023 there was $20.0 million unrecognized stock-based compensation expense related to outstanding RSUs granted to employees, with a weighted-average remaining vesting period of 2.7 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

Balance as of December 31, 2022	1,152,405	$	52.05
Granted	1,966,961	2.61

Forfeited	(475,200)	29.44
Vested	(304,047)	34.29
Balance as of March 31, 2023	2,340,119	$	17.25

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 $400.00, $700.00, $1000.00, $1300.00, $1600.00 and $2000.00 (calculated based on the 90-day volume weighted average price or, in the event of a change in control, the fair market value based on the terms of such change in control) following the first anniversary of the consummation of the Business Combination. The market condition can be achieved over ten years in relation to the pre-money valuation prior to the Business Combination. Once the performance condition has been achieved or is considered probably of being achieved, the related stock-based compensation is recognized based on a graded attribution method.

As of March 31, 2023, there was $70.4 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining vesting period of 6.9 years.

The Company had no PSUs granted, forfeited or vested for the three months ended March 31, 2023. The Company had 2,235,788 PSUs outstanding with weighted average grant date fair value of $39.40 per share for the three months ended March 31, 2023

Common Stock Units

The Company is obligated to issue shares of Class A common stock upon the vesting of certain restricted stock awards that resulted from Embark Trucks warrants that were issued prior to the Business Combination. Pursuant to the terms of these warrant awards, the restricted stock awards were issued for services at the time of consummation of the Business Combination, and are subject to service vesting terms, with the shares being subject to cancellation. The pre-Business Combination warrants were exercised in their entirety on a cashless basis, with the unvested shares being excluded from the stockholders’ equity and becoming subject to the service vesting condition going forward. 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 40,749 as of March 31, 2023.

As of March 31, 2023, there was $2.3 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 1.35 years.

The Company's CSUs activity for the three months ended March 31, 2023 was as follows:


	Number of Shares	Weighted Average Grant date Fair Value Per Share

Balance as of December 31, 2022	47,410	$	49.60



Vested	(6,661)	49.60
Balance as of March 31, 2023	40,749	$	49.60

Overview


	Three Months Ended March 31,
	2023		2022

Research and development	$	(674)	$	3,765
General, and administrative	4,284		12,837
Total stock-based compensation expense	$	3,610	$	16,602

Total stock-based compensation that was capitalized into internally developed software asset was nil and $0.2 million during the three months ended March 31, 2023 and 2022, respectively.

The following table presents the impact of stock-based compensation expense by award type for the three months ended March 31, 2023 and 2022, respectively (in thousands):


	Three Months Ended March 31,
Award Type	2023		2022

Options	$	470	$	727
RSUs	48		12,937
PSUs	2,601		2,603
CSUs	491		491
Total stock-based compensation expense	$	3,610	$	16,758
SBC capitalized into internally developed software	—		(156)
Total stock-based compensation expense, net	$	3,610	$	16,602

COMMITMENTS AND CONTINGENCIES - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 1,741	$ 600
Short-term lease cost	5	102
Sublease income	(210)	0
Total lease cost	$ 1,536	$ 702

NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Future Payments of Principal

The following table presents future payments of principal as of March 31, 2023 (in thousands):


Years ended December 31,	Amounts
2023 (remaining nine months)	$	367
2024	403
2025	379
2026	382
2027	133
Total future payments	$	1,664

NOTES PAYABLE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt outstanding	$ 1,664	$ 1,800
Note Payable \| Minimum
Debt Instrument [Line Items]
Principal amount	$ 100
Interest rate	6.01%
Debt term	60 months
Note Payable \| Maximum
Debt Instrument [Line Items]
Principal amount	$ 500
Interest rate	8.39%

- Definition

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

+ References + Details

RESTRUCTURING COSTS AND IMPAIRMENT OF LONG-LIVED ASSETS (Details) $ in Thousands		3 Months Ended
	Mar. 03, 2023 employee	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Jan. 01, 2022 USD ($)
Impaired Long-Lived Assets Held and Used [Line Items]
Restructuring number of positions eliminated \| employee	230
Restructuring costs		$ 9,531	$ 0
Property, equipment and software, gross		8,792		$ 25,405
Property and equipment, impairment loss		16,416
Accumulated depreciation, ending balances		(4,038)
Total property, equipment and software, net		4,754		20,608
Operating lease right-of-use assets		9,395		21,958	$ 4,400
Operating lease, impairment loss		6,872
Total		14,149
Total		23,288	$ 0
Previously Reported
Impaired Long-Lived Assets Held and Used [Line Items]
Total property, equipment and software, net		21,170
Operating lease right-of-use assets		16,267
Total		37,437
Headquarter lease
Impaired Long-Lived Assets Held and Used [Line Items]
Operating lease right-of-use assets		7,987
Operating lease, impairment loss		6,241
Headquarter lease \| Previously Reported
Impaired Long-Lived Assets Held and Used [Line Items]
Operating lease right-of-use assets		14,228
Other leases
Impaired Long-Lived Assets Held and Used [Line Items]
Operating lease right-of-use assets		1,408
Operating lease, impairment loss		631
Other leases \| Previously Reported
Impaired Long-Lived Assets Held and Used [Line Items]
Operating lease right-of-use assets		2,039
Developed software
Impaired Long-Lived Assets Held and Used [Line Items]
Property, equipment and software, gross		0		$ 11,261
Property and equipment, impairment loss		11,261
Developed software \| Previously Reported
Impaired Long-Lived Assets Held and Used [Line Items]
Property, equipment and software, gross		11,261
Property and equipment
Impaired Long-Lived Assets Held and Used [Line Items]
Property, equipment and software, gross		8,792
Property and equipment, impairment loss		6,754
Property and equipment \| Previously Reported
Impaired Long-Lived Assets Held and Used [Line Items]
Property, equipment and software, gross		15,546
Gross Property, equipment and software
Impaired Long-Lived Assets Held and Used [Line Items]
Property, equipment and software, gross		8,792
Property and equipment, impairment loss		18,015
Gross Property, equipment and software \| Previously Reported
Impaired Long-Lived Assets Held and Used [Line Items]
Property, equipment and software, gross		26,807
Less: Accumulated Depreciation
Impaired Long-Lived Assets Held and Used [Line Items]
Property and equipment, impairment loss		1,599
Accumulated depreciation, ending balances		(4,038)
Less: Accumulated Depreciation \| Previously Reported
Impaired Long-Lived Assets Held and Used [Line Items]
Accumulated depreciation, ending balances		(5,637)
Excluding Developed Software
Impaired Long-Lived Assets Held and Used [Line Items]
Property and equipment, impairment loss		5,200
Developed Software
Impaired Long-Lived Assets Held and Used [Line Items]
Property and equipment, impairment loss		$ 11,200

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development	$ 14,462	$ 18,695
General and administrative	17,850	21,926
Restructuring costs	9,531	0
Impairment of long-lived assets	23,288	0
Total operating expenses	65,131	40,621
Loss from operations	(65,131)	(40,621)
Other income (expense):
Change in fair value of warrant liability	28	22,156
Other income	261	26
Interest income	1,809	13
Interest expense	(29)	(21)
Loss before provision for income taxes	(63,062)	(18,447)
Provision for income taxes	0	0
Net loss and comprehensive loss	(63,062)	(18,447)
Net loss and comprehensive loss	(63,062)	(18,447)
Net loss attributable to common stockholders, basic	(63,062)	(18,447)
Net loss attributable to common stockholders, diluted	$ (63,062)	$ (18,447)
Net loss per share attributable to common stockholders:
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (2.67)	$ (0.82)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (2.67)	$ (0.82)
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)	23,630,012	22,631,150
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	23,630,012	22,631,150
Class A
Net loss per share attributable to common stockholders:
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (2.67)	$ (0.82)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (2.67)	$ (0.82)
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)	19,276,064	18,277,202
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	19,276,064	18,277,202
Class B
Net loss per share attributable to common stockholders:
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (2.67)	$ (0.82)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (2.67)	$ (0.82)
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)	4,353,948	4,353,948
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	4,353,948	4,353,948

COMMITMENTS AND CONTINGENCIES - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Assets
Operating lease right-of-use assets	$ 9,395	$ 21,958	$ 4,400
Liabilities
Operating lease liability, current	2,498	3,250
Operating lease liability, non-current	14,224	19,222
Total lease liabilities	$ 16,722	$ 22,472	$ 4,500
Weighted Average Lease Term (in years)
Operating Leases	4 years 11 months 1 day	5 years
Weighted Average Discount Rate
Operating Leases	11.73%	10.79%

RESTRUCTURING COSTS AND IMPAIRMENT OF LONG-LIVED ASSETS (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Impairment Charges

The following table presents gross asset values, impairment charges and fair value of property, equipment and software as on March 31, 2023 (in thousands):


	Gross Book Value		Impairment		Fair Value as on March 31, 2023
Property, equipment and software
Developed software	$	11,261	$	11,261	$	—
Property and equipment	15,546		6,754		8,792
Gross Property, equipment and software	26,807		18,015		8,792
Less: Accumulated Depreciation	(5,637)		(1,599)		(4,038)
Net Property, equipment and software	$	21,170	$	16,416	$	4,754

Right-of-use Assets
Headquarter lease	$	14,228	$	6,241	$	7,987
Other leases	2,039		631		1,408
Right-of-use Assets	$	16,267	$	6,872	$	9,395

Total	$	37,437	$	23,288	$	14,149

NOTES PAYABLE - Schedule of Future Payments of Principal (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2023 (remaining nine months)	$ 367
2024	403
2025	379
2026	382
2027	133
Total future payments	$ 1,664	$ 1,800

- Definition

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

+ References + Details

RESTRUCTURING COSTS AND IMPAIRMENT OF LONG-LIVED ASSETS

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

RESTRUCTURING COSTS AND IMPAIRMENT OF LONG-LIVED ASSETS

In March 2023, the Board of Directors of the Company (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.

Restructuring costs

On March 3, 2023, Embark announced a workforce restructuring plan and initiated a workforce reduction of approximately 230 employees. The Company incurred $9.5 million in employee severance pay and related costs during the three months ended March 31, 2023.

Impairment of long-lived assets

The Company reviewed its long-lived assets for impairment following Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 360 for Property, Plant, and Equipment. The Company tested its long-lived assets for recoverability due to changes in circumstances that indicated that the carrying amounts may not be recoverable.

Following Board’s decision to explore alternative uses of the Company’s assets, the process of winding up Embark operations begun while continuing to explore the sale to a strategic buyer and the liquidation of the Company. Contemporaneous with the wind up process, the Company began the process of selling its long-lived assets and stopped the development of its capitalized internal use software as part of the process of reducing the Company’s footprint following a reduction in force on March 3, 2023. As of March 31, 2023, no decision was made as to whether the Company will be liquidated or sold to a strategic buyer.

The Company reviewed its property and equipment related assets for impairment by comparing the carrying values of the assets with their estimated future undiscounted cash flows. Impairment charge was calculated as the difference between asset carrying values and fair value as determined by prices of similar items, indicative fair market quotes received which are considered level three fair value estimates.

The Company analyzed its right-of used assets for impairment based on fair values calculated as discounted cash flows estimated to be received from the lease assets where applicable. The difference between fair value and carrying value of the right of use asset was recognized as an impairment in March 2023.

The following table presents gross asset values, impairment charges and fair value of property, equipment and software as on March 31, 2023 (in thousands):


	Gross Book Value		Impairment		Fair Value as on March 31, 2023
Property, equipment and software
Developed software	$	11,261	$	11,261	$	—
Property and equipment	15,546		6,754		8,792
Gross Property, equipment and software	26,807		18,015		8,792
Less: Accumulated Depreciation	(5,637)		(1,599)		(4,038)
Net Property, equipment and software	$	21,170	$	16,416	$	4,754

Right-of-use Assets
Headquarter lease	$	14,228	$	6,241	$	7,987
Other leases	2,039		631		1,408
Right-of-use Assets	$	16,267	$	6,872	$	9,395

Total	$	37,437	$	23,288	$	14,149

The Company recognized partial impairment on all property and equipment for a total of $5.2 million, net of depreciation and full impairment on developed software for $11.2 million, net of amortization. The Company has stopped development of its internal use software because it is not expected to be used given Company’s plan to liquidate or sell its assets and seek other strategic business alternatives. The Company also recognized an additional $6.9 million on right-of-use assets pertaining to property leases during the three months ended March 31, 2023.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

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

Emerging Growth Company

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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

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

The Company’s most significant estimates and judgments involve the useful lives of long-lived assets, the recoverability and impairment 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

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

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.

Public and Private Warrants

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 condensed consolidated statements of operations and comprehensive income (loss) at each reporting date.

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

Leases

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 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.

Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on the Company’s condensed 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 discounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. The Company analyzed its long-lived assets for impairment and recorded a $23.3 million impairment charge related to property and equipment and its right-of-use assets in its condensed consolidated statements of operations for the three months ended March 31, 2023.

Income Taxes

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

A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance as of March 31, 2023 and December 31, 2022, respectively. Uncertain tax positions taken or expected

to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement.

Stock-based Compensation

Stock-based compensation expense related to stock option awards, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to employees, directors and non-employees are accounted for based on estimated grant-date fair values. For stock option awards and RSUs 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 is based on the fair value of the Company’s common stock on the date of grant. Stock-based compensation for RSUs granted with a performance condition is recognized on a graded vesting basis. Stock-based compensation tor 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 condensed 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.

In March 2023, the Company ceased further development of its capitalized software in line with its restructuring decision.

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 if applicable.

General, and Administrative Expenses

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

Restructuring Costs

In March 2023, the Company initiated a reduction in workforce restructuring plan and simultaneously proceeded with potential liquidation of its assets. As a result of this workforce reduction initiative, the Company incurred $9.5 million in employee severance pay and related costs during the three months ended March 31, 2023. The Company is expected to implement further reductions in workforce as a part its restructuring plan in the near future.

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

The Company has subleased office space to a third party, as a result of the sublease arrangements, the company has earned rental income which is included as a part of other income. The Company had also received consideration from certain arrangements related to truck transfer services resulting from research and development activities, this has also been presented as other income in the Company’s condensed consolidated statement of operations.

Interest Income

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

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 three months ended March 31, 2023. No preferred stock was outstanding as of March 31, 2023.

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 LossComprehensive 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 investments classified as available-for-sale. There was no other comprehensive loss for three months ended March 31, 2023 and 2022.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

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 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 financial statements.

Recently Issued Accounting Pronouncements

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 financial statements and does not expect it to have a material impact on its consolidated financial statements. There was no impact to the Company's consolidated financial statements as a result of adopting this standard on January 1, 2023.

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

In June 2022, the FASB issued ASU 2022-03 to clarify the guidance on the fair value measurement of an equity security that is subject to a contractual sale restriction, and require specific disclosures for equity securities that are subject to such restrictions. The amendments are effective in periods beginning after December 15, 2023 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.

In September 2022, the FASB issued ASU 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50)." ASU 2022-04 is intended to establish disclosures that enhance the transparency of a supplier finance program used by an entity in connection with the purchase of goods and services. Supplier finance programs, which also may be referred to as reverse factoring, payables finance or structured payables arrangements, allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date, which is paid by a third-party finance provider or intermediary. Under the guidance, a buyer in a supplier finance program would disclose qualitative and quantitative information about its supplier finance programs. The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance.

WARRANTS

3 Months Ended

Mar. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

WARRANTS

As of March 31, 2023, 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	Liability	November 10, 2021	666,663	$	0.02	$	11.50	November 10, 2026
Public warrants	Liability	November 10, 2021	13,799,936	$	0.02	$	11.50	November 10, 2026
Private warrants	Liability	November 10, 2021	6,686,667	$	0.02	$	11.50	November 10, 2026
Working capital warrants	Liability	November 10, 2021	2,000,000	$	0.02	$	11.50	November 10, 2026

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

The fair value of $0.4 million of Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of March 31, 2023:


Risk – free interest rate						3.75%
Expected term (in years)						3.61
Expected dividend yield						0%
Expected volatility						123.7%

The Company estimates the volatility of its warrants based on a combination of 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

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 share of Class A common stock at an exercise price of $11.50 per warrant.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property Equipment and Software Useful Life (Details)	3 Months Ended
	Mar. 31, 2023
Property and equipment
Property, Plant and Equipment [Line Items]
Useful life (years)	5 years
Electronic equipment
Property, Plant and Equipment [Line Items]
Useful life (years)	3 years
Vehicles and vehicle hardware \| Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)	3 years
Vehicles and vehicle hardware \| Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)	7 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful life (years)	7 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of 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 March 31, 2023 and December 31, 2022, the Company had $126.2 million and $157.6 million of cash and cash equivalents, respectively.

The Company maintains letters of credit to secure leases of the Company’s offices and facilities. 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 condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, the Company had $0.9 million and $0.9 million in restricted cash, respectively. The Company determines short-term or long-term classification based on the expected duration of the restriction.

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


	As of March,				As of December 31,
	2023		2022		2022

Cash and cash equivalents	$	126,202	$	244,488	$	157,622
Restricted cash, short-term	667		65		65
Restricted cash, long-term	210		812		812
Total cash, cash equivalents and restricted cash	$	127,079	$	245,365	$	158,499

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

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 warrant (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 effectiveness of the Reverse Stock Split on August 16, 2022, the Public and Private Warrants were 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 is now exercisable for 1/20th of one share of Class A common stock at $11.50 per warrant. Subsequent to the Business Combination, 13.8 million Public Warrants and 6.7 million Private Warrants remained outstanding as of March 31, 2023.

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

Leases

Impairment of Long-Lived Assets

Income Taxes

to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement.

Stock-based Compensation

Internal Use Software

In March 2023, the Company ceased further development of its capitalized software in line with its restructuring decision. The Company analyzed its internal use software and recorded a full impairment of the asset for $11.2 million in its condensed consolidated statements of operations for the time period for the three months ended March 31, 2023.

Research and Development Expense

General, and Administrative Expenses

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

Restructuring Costs

Change in fair value of warrant liability

Other Income

Interest Income

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

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 investments classified as available-for-sale. There was no other comprehensive loss for three months ended March 31, 2023 and 2022.

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 126,202	$ 157,622	$ 244,488
Restricted cash, short-term	667	65	65
Restricted cash, long-term	210	812	812
Total cash, cash equivalents and restricted cash	$ 127,079	$ 158,499	$ 245,365	$ 265,020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2023

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 condensed consolidated statements of cash flows are as follows (in thousands):


	As of March,				As of December 31,
	2023		2022		2022

Cash and cash equivalents	$	126,202	$	244,488	$	157,622
Restricted cash, short-term	667		65		65
Restricted cash, long-term	210		812		812
Total cash, cash equivalents and restricted cash	$	127,079	$	245,365	$	158,499

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

Property, equipment and software consist of the following as of March 31, 2023 and December 31, 2022, respectively (in thousands):


	March 31, 2023		December 31, 2022

Machinery and equipment	$	248	$	569
Electronic equipment	776		1,645
Vehicles and vehicle hardware	7,741		10,777
Leasehold improvements	—		1,037
Developed software	—		11,261
Other	27		116
Property, equipment and software, gross	8,792		25,405
Less: accumulated depreciation and amortization	(4,038)		(4,797)
Total property, equipment and software, net	$	4,754	$	20,608

BALANCE SHEET COMPONENTS

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEET COMPONENTS

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of March 31, 2023 and December 31, 2022, respectively (in thousands):


	March 31, 2023		December 31, 2022

Prepaid insurance	$	3,085	$	3,411
Prepaid software	1,643		2,648

Income tax receivable	494		494
Short-term deposits	431		452

Prepaid salary	558		558

Other current assets	1,122		323
Total prepaid expenses and other current assets	$	7,333	$	7,886

Property, Equipment and Software

Property, equipment and software consist of the following as of March 31, 2023 and December 31, 2022, respectively (in thousands):


	March 31, 2023		December 31, 2022

Machinery and equipment	$	248	$	569
Electronic equipment	776		1,645
Vehicles and vehicle hardware	7,741		10,777
Leasehold improvements	—		1,037
Developed software	—		11,261
Other	27		116
Property, equipment and software, gross	8,792		25,405
Less: accumulated depreciation and amortization	(4,038)		(4,797)
Total property, equipment and software, net	$	4,754	$	20,608

Depreciation and amortization expense for the three months ended March 31, 2023 and March 31, 2022 was $0.8 million and $0.4 million, respectively. The Company recognized $16.4 million as impairment on Property, equipment and software during the three months ended March 31, 2023. See Note 5, “Restructuring costs and Impairment of Long-Lived Assets.”

Other Assets

Other assets consist of the following as of March 31, 2023 and December 31, 2022, respectively (in thousands):


	March 31, 2023		December 31, 2022

Lease deposits	$	3,230	$	3,224
Prepaid insurance	1,455		2,000
Other long term assets	189		555
Total Other Assets	$	4,874	$	5,779

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2023 and December 31, 2022, respectively (in thousands):


	March 31, 2023		December 31, 2022

Payroll expenses	$	3,059	$	1,342
General expenses	257		412
Legal expenses	2,253		232
Software expenses	821		529
Consultant expenses	1,158		959



Other accrued expenses and current liabilities	354		411
Total accrued expenses and other current liabilities	$	7,902	$	3,885

COMMITMENTS AND CONTINGENCIES - Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$ 1,445	$ 477
Right-of-use assets obtained in exchange for lease obligations
Operating lease liabilities	$ 0	$ 6,587

STOCK-BASED COMPENSATION EXPENSE - RSU, PSU and Common Stock Units (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Restricted stock units
Number of Shares
Beginning balance (in shares) \| shares	1,152,405
Granted (in shares) \| shares	1,966,961
Forfeited (in shares) \| shares	(475,200)
Vested (in shares) \| shares	(304,047)
Ending balance (in shares) \| shares	2,340,119
Weighted Average Grant date Fair Value Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 52.05
Granted (in dollars per share) \| $ / shares	2.61
Forfeited (in dollars per share) \| $ / shares	29.44
Vested (in dollars per share) \| $ / shares	34.29
Ending balance (in dollars per share) \| $ / shares	$ 17.25
Common Stock Units
Number of Shares
Beginning balance (in shares) \| shares	47,410
Vested (in shares) \| shares	(6,661)
Ending balance (in shares) \| shares	40,749
Weighted Average Grant date Fair Value Per Share
Beginning balance (in dollars per share) \| $ / shares	$ 49.60
Vested (in dollars per share) \| $ / shares	49.60
Ending balance (in dollars per share) \| $ / shares	$ 49.60

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE


	Three Months Ended March 31,
	2023		2022

Numerator:
Net loss	$	(63,062)	$	(18,447)
Net loss attributable to common stockholders	$	(63,062)	$	(18,447)
Denominator:
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(2.67)	$	(0.82)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	23,630,012		22,631,150
Class A	19,276,064		18,277,202
Class B	4,353,948		4,353,948

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.


	Three Months Ended March 31,
	2023	2022











Outstanding options	516,576	1,073,982
Warrants issued and outstanding	1,157,663	1,157,663
Restricted stock units	2,340,119	465,861
Common stock units	40,749	67,392
Performance stock units	2,235,788	2,235,788
Total	6,290,895	5,000,686

BALANCE SHEET COMPONENTS - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid insurance	$ 1,455	$ 2,000
Other Assets, Miscellaneous, Noncurrent	189	555
Other long term assets	3,230	3,224
Total Other Assets	$ 4,874	$ 5,779

WARRANTS (Tables)

3 Months Ended

Mar. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Schedule of Warrants Issued and Outstanding

As of March 31, 2023, 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	Liability	November 10, 2021	666,663	$	0.02	$	11.50	November 10, 2026
Public warrants	Liability	November 10, 2021	13,799,936	$	0.02	$	11.50	November 10, 2026
Private warrants	Liability	November 10, 2021	6,686,667	$	0.02	$	11.50	November 10, 2026
Working capital warrants	Liability	November 10, 2021	2,000,000	$	0.02	$	11.50	November 10, 2026

Schedule of Fair Value of Common Stock Warrants Valuation Assumptions

The fair value of $0.4 million of Private and Working Capital warrants was determined using the Black-Scholes option valuation model using the following assumptions for values as of March 31, 2023:


Risk – free interest rate						3.75%
Expected term (in years)						3.61
Expected dividend yield						0%
Expected volatility						123.7%

WARRANTS - Narrative (Details) $ / shares in Units, $ in Millions		3 Months Ended
	Aug. 16, 2022 $ / shares	Mar. 31, 2023 USD ($)
Class of Warrant or Right [Line Items]
Reverse stock split conversion ratio	0.05
Exercise price (in dollars per share) \| $ / shares	$ 11.50
FPA, Public, Private and Working Capital Warrants
Class of Warrant or Right [Line Items]
Fair value of warrants outstanding		$ 41.2
Private and Working Capital Warrants
Class of Warrant or Right [Line Items]
Fair value of warrants outstanding		$ 0.4
Expected dividend yield		0.00%