0001628280-23-029370 | 10-Q | XBRL Viewer | EOS Energy Enterprises INC

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Accrued expenses were as follows:


	June 30, 2023		December 31, 2022
Accrued payroll	$	4,232	$	2,706
Warranty reserve (1)	4,421		3,836
Accrued legal and professional expenses	2,574		840
Provision for contract losses	2,166		2,561
Insurance premium payable, current	2,861		2,607
Other	4,633		2,809
Total accrued expenses	$	20,887	$	15,359

(1) Refer to the table below for the warranty reserve activity for the three and six months ended June 30, 2023.

Schedule of Warranty Reserve Activity

The following table summarizes warranty reserve activity:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Warranty reserve - beginning of period	$	3,972	$	3,240	$	3,836	2,112
Additions for current period deliveries	41		828		398		1,501
Changes in the warranty reserve estimate	708		366		708		1,321
Warranty costs incurred	(300)		(798)		(521)		(1,298)
Warranty reserve - end of period	$	4,421	$	3,636	$	4,421	$	3,636

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration	6 Months Ended
	Jun. 30, 2023
Receivables [Abstract]
Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration	Notes Receivable, Net and Variable Interest Entities (“VIEs”) ConsiderationNotes receivable primarily consist of amounts due to the Company related to the financing offered to certain customers. The Company reports notes receivable at the principal balance outstanding less an allowance for losses. The estimate of credit losses is based on historical trends, customers’ financial condition and current economic trends. The Company charges interest at a fixed rate and calculates interest income by applying the effective rate to the outstanding principal balance. The Company had notes receivable, net of $863 and $863 outstanding as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, the Company recorded an allowance for expected credit loss from the notes receivable of $2 and $2, respectively. The customers to whom the Company offers financing through notes receivables are VIEs. However, the Company is not the primary beneficiary, because the Company does not have power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance. Therefore, the VIEs are not consolidated into the Company’s unaudited condensed consolidated financial statements. The maximum loss exposure is limited to the carrying value of notes receivable as of the balances sheet dates.

Shareholders’ Deficit - Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock options and restricted stock units
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	6,279,623	8,080,793	6,279,623	8,080,793
Public and private placement warrants
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	26,928,634	7,326,654	26,928,634	7,326,654
Convertible Notes (if converted)
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	14,836,450	8,692,061	14,836,450	8,692,061

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Overview	6 Months Ended
Overview	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Overview	Overview Nature of Operations Eos Energy Enterprises, Inc. (the “Company,” “we,” “us,” “our,” and “Eos”) designs, develops, manufactures, and markets innovative energy storage solutions for utility-scale, microgrid, and commercial & industrial (“C&I”) applications. Eos developed a broad range of intellectual property with multiple patents covering unique battery chemistry, mechanical product design, energy block configuration and a software operating system (Battery Management System). The Company has only one operating and reportable segment. Liquidity and Going Concern As a growth company in the early commercialization stage of its lifecycle, Eos is subject to inherent risks and uncertainties associated with the development of an enterprise. In this regard, substantially all of the Company’s efforts to date have been devoted to the development and manufacturing of battery energy storage systems and complimentary products and services, recruitment of management and technical staff, deployment of capital to expand the Company’s operations to meet customer demand and raising capital to fund the Company’s development. As a result of these efforts, the Company has incurred significant losses and negative cash flows from operations since its inception and expects to continue to incur such losses and negative cash flows for the foreseeable future until such time that the Company can reach a scale of profitability to sustain its operations. In order to execute its development strategy, the Company has historically relied on outside capital through the issuance of equity, debt, and borrowings under financing arrangements (collectively “outside capital”) to fund its cost structure and expects to continue to rely on outside capital for the foreseeable future. While the Company believes it will eventually reach a scale of profitability to sustain its operations, there can be no assurance the Company will be able to achieve such profitability or do so in a manner that does not require its continued reliance on outside capital. Moreover, while the Company has historically been successful in raising outside capital, there can be no assurance the Company will be able to continue to obtain outside capital in the future or do so on terms that are acceptable to the Company. As of the date the accompanying unaudited condensed consolidated financial statements were issued (the “issuance date”), management evaluated the significance of the following negative financial conditions in accordance with Accounting Standard Codification 205-40, Going Concern: •Since its inception, the Company has incurred significant losses and negative cash from operations in order to fund its development. During the six months ended June 30, 2023, the Company incurred a net loss of $203,230, incurred negative cash flows from operations of $75,582, and had an accumulated deficit of $849,570 as of June 30, 2023. •As of June 30, 2023, the Company had $23,243 of unrestricted cash and cash equivalents available to fund the Company’s operations, no additional borrowings available to fund its operations under pre-existing financing arrangements (see Note 12, Borrowings) and working capital of $20,930, inclusive of $3,093 of outstanding debt that is currently scheduled to mature within the next twelve months beyond the issuance date. •While the Company has available capacity under certain pre-existing arrangements to issue shares of the Company’s common stock, including under the Standby Equity Purchase Agreement with YA II PN, Ltd. (“SEPA”), subject to the exchange cap, and at-the-market (“ATM”) offering program, (see Note 18, Shareholders’ Deficit) to aid in funding the Company’s operations, the Company’s ability to secure such funding is dependent upon certain conditions, such as investors’ willingness to purchase the Company’s common stock and at a price that is acceptable to the Company. Accordingly, as of the issuance date there is no assurance the Company will be able to secure funding under these pre-existing arrangements or on terms that are acceptable to the Company. •Similarly, while the Company has historically been successful in raising additional outside capital to fund the Company’s operations, as of the issuance date no assurance can be provided the Company will be successful in obtaining additional outside capital or on terms that are acceptable to the Company. In this regard, the Company continues to progress through the Department of Energy (“DOE”) Loan Programs Office’s (“LPO”) process for its Title XVII loan and is awaiting a conditional approval decision. There can be no assurance that the Company will be able to secure such a loan or on terms that are acceptable to the Company. •The Company is required to remain in compliance with a quarterly minimum financial liquidity covenant under its Senior Secured Term Loan Credit Agreement (“Senior Secured Term Loan”). While the Company was in compliance with this covenant as of June 30, 2023, and expects to remain in compliance as of September 30, 2023, absent the Company’s ability to secure additional outside capital, the Company may be unable to remain in compliance with this covenant beginning on December 31, 2023 and thereafter. In the event the Company is unable to remain in compliance with the minimum financial liquidity covenant and the other nonfinancial covenants required by the Senior Secured Term Loan, and the Company is further unable to cure such noncompliance or secure a waiver, Atlas Credit Partners (ACP) Post Oak Credit I LLC may, at its discretion, exercise any and all of its existing rights and remedies, which may include, among other things, entering into a forbearance agreement with the Company, and/or asserting its rights in the Company’s assets securing the loan. Moreover, the Company’s other lenders may exercise similar rights and remedies under the cross-default provisions of their respective borrowing arrangements with the Company. •Absent an ability to secure additional outside capital in the near term, the Company will be unable to meet its obligations as they become due over the next twelve months beyond the issuance date. •In the event the Company’s ongoing efforts to raise additional outside capital prove unsuccessful, management will be required to seek other strategic alternatives, which may include, among others, a significant curtailment in the Company’s operations, a sale of certain of the Company’s assets, a sale of the entire Company to strategic or financial investors, and/or allowing the Company to become insolvent. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Borrowings - Equipment Financing Facility (Details) - Line of Credit - Equipment financing facility - USD ($) $ in Thousands	1 Months Ended		22 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2023
Debt Instrument [Line Items]
Gross Amount of Initial Draw	$ 4,216	$ 7,000	$ 11,216
Coupon Interest Rate	16.20%	14.30%
Debt Issuance Costs	$ 96	$ 175	$ 271

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 16,186	$ 22,899
Work-in-process	444	361
Finished goods	0	0
Total inventory, net	$ 16,630	$ 23,260

Shareholders’ Deficit - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended		6 Months Ended
	Aug. 05, 2022 USD ($) $ / shares	Apr. 28, 2022 USD ($) shares	Apr. 30, 2023 $ / shares shares	Jun. 30, 2023 USD ($) vote $ / shares shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2023 USD ($) vote $ / shares shares	Jun. 30, 2022 USD ($) shares	May 31, 2023 $ / shares shares	Mar. 31, 2023 shares	Jan. 18, 2023 $ / shares	Dec. 31, 2022 $ / shares shares	Jun. 28, 2022 $ / shares shares	Jun. 27, 2022 $ / shares	Mar. 31, 2022 shares	Dec. 31, 2021 shares	May 22, 2020 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)				1,000,000		1,000,000					1,000,000
Preferred stock, shares issued (in shares)				0		0					0
Preferred stock, shares outstanding (in shares)				0		0					0
Common stock, shares authorized (in shares)				300,000,000		300,000,000					300,000,000	300,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001		$ 0.0001				$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Number of votes for each share \| vote				1		1
Common stock, shares issued (in shares)				127,309,960		127,309,960					82,653,781
Common stock, shares outstanding (in shares)				127,309,960		127,309,960					82,653,781
Common stock to be purchased through warrants (in shares)																9,075,000
Price of common stock to be purchased through warrants (in dollars per share) \| $ / shares																$ 11.50
Shares withheld from employee to cover payroll tax liability \| $				$ 106	$ 26	$ 451	$ 852
Warrants outstanding (in shares)				7,001,654		7,001,654					7,001,654
Other Operating Income (Expense)
Class of Stock [Line Items]
Commitment fee for SEPA settled by common stock \| $		$ 1,061
Common stock
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)				127,309,960	58,519,739	127,309,960	58,519,739		95,222,670		82,653,781			53,980,608	53,786,632
Exercise of warrants (in shares)				0	0	0	600
Commitment fee for SEPA settled by common stock (in shares)					465,117		465,117
Common stock \| April 2023 warrants
Class of Stock [Line Items]
Common stock to be purchased through warrants (in shares)			16,000,000
Warrant issuance price (in dollars per share) \| $ / shares			$ 2.50
Price of common stock to be purchased through warrants (in dollars per share) \| $ / shares			$ 3.14
Warrant not exercisable term from the date of issuance			6 months
Time to expiration			5 years 6 months
Common stock \| May 2023 warrants
Class of Stock [Line Items]
Common stock to be purchased through warrants (in shares)								3,601,980
Warrant issuance price (in dollars per share) \| $ / shares								$ 2.221
Price of common stock to be purchased through warrants (in dollars per share) \| $ / shares								$ 2.50
Time to expiration								5 years
Private Placement
Class of Stock [Line Items]
Authorized value of stock to be sold \| $		75,000
Each sale aggregate value \| $		$ 20,000
Share price as percentage of market price		97.00%
Commitment fee for SEPA settled by common stock (in shares)		465,117
Cash received on issuance of shares \| $						$ 35,550
Sale of stock, number of shares issued in transaction (in shares)						23,630,937	4,433,056
Proceeds from sale of treasury stock \| $							$ 12,350
ATM
Class of Stock [Line Items]
Authorized value of stock to be sold \| $	$ 100,000
Commission on gross sale proceeds	3.00%

Fair Value Measurement - Assumptions used to determine Fair Value of Embedded Derivative Liabilities (Details) - Convertible Notes		6 Months Ended	12 Months Ended
	Jan. 18, 2023	Jun. 30, 2023	Dec. 31, 2022
2021 Convertible Notes Payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term		3 years	3 years 6 months
Effective debt yield		40.00%	25.00%
2021 Convertible Notes Payable \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input		0	0
2021 Convertible Notes Payable \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input		0.044	0.041
2021 Convertible Notes Payable \| Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input		0.650	0.800
AFG Convertible Notes Payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term	3 years 6 months	3 years
Effective debt yield	40.00%	40.00%
AFG Convertible Notes Payable \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0	0
AFG Convertible Notes Payable \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0.036	0.044
AFG Convertible Notes Payable \| Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0.700	0.650

Borrowings (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Debt

The Company’s debt obligations at carrying value consist of the following related and third-party borrowings:


	June 30, 2023				December 31, 2022
	Borrowing Outstanding		Carrying Value*		Borrowing Outstanding		Carrying Value*
2021 Convertible Notes Payable - due June 2026	$	112,442	$	91,862	$	109,167	$	82,950
Senior Secured Term Loan - due March 2026	100,000		83,503		100,000		81,616
AFG Convertible Note - due June 2026	15,390		50,053		—		—
Equipment financing facility - due April 2025	7,196		7,196		8,577		8,577
Yorkville Convertible Promissory Note - due June 2023	—		—		2,000		2,688
Total borrowings	235,028		232,614		219,744		175,831
Current portion	3,093		3,093		5,560		5,560
Total borrowings, non-current	$	231,935	$	229,521	$	214,184	$	170,271

*Carrying value includes unamortized deferred financing costs, unamortized discounts, and fair value of embedded derivative liabilities.

The Senior Secured Term Loan balance is as follows:


	June 30, 2023		December 31, 2022
Principal	$	100,000	$	100,000
Unamortized debt discount	(1,674)		(1,866)
Unamortized debt issuance costs	(14,823)		(16,518)
Aggregate carrying value	$	83,503	$	81,616


Date of Draw	Gross Amount of Initial Draw		Coupon Interest Rate	Debt Issuance Costs
September 2021	$	7,000	14.3%	$	175
September 2022	4,216		16.2%	96
Total Equipment Financing loans	$	11,216		$	271

Schedule of Interest Expense

Interest expense recognized on the 2021 Convertible Notes is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Contractual interest expense	$	1,637	$	1,544	$	3,274	$	3,087
Amortization of debt discount	1,250		924		2,457		1,467
Amortization of debt issuance costs	122		90		239		177
Total	$	3,009	$	2,558	$	5,970	$	4,731

Interest expense recognized on the AFG Convertible Notes is as follows:


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023

Contractual interest expense	$	860	$	1,639
Amortization of debt discount	210		358
Amortization of debt issuance costs	59		101
Total	$	1,129	$	2,098

The following table summarizes interest expense recognized:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Contractual interest expense	$	3,453	$	6,826
Amortization of debt discount	99		192
Amortization of debt issuance costs	873		1,695
Total	$	4,425	$	8,713

Schedule of Balances Recognized upon Issuance of Convertible Notes

The balances for the 2021 Convertible Notes are as follows:


	June 30, 2023		December 31, 2022
Principal	$	112,442	$	109,167
Unamortized debt discount	(22,392)		(24,733)
Unamortized debt issuance costs	(2,164)		(2,402)
Embedded conversion feature	3,976		918
Aggregate carrying value	$	91,862	$	82,950

The balance for the AFG Convertible Notes is as follows:


	June 30, 2023
Principal	$	15,390
Unamortized debt discount	(3,220)
Unamortized debt issuance costs	(908)
Embedded conversion feature	38,791
Aggregate carrying value	$	50,053

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Revenue Recognition - Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 249	$ 5,895	$ 9,084	$ 9,193
Product revenue
Disaggregation of Revenue [Line Items]
Total revenue	249	5,771	8,924	9,065
Service revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 0	$ 124	$ 160	$ 128

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Government Grants	6 Months Ended
Government Grants	Jun. 30, 2023
Government Assistance [Abstract]
Government Grants	Government Grants California Energy Commission From time-to-time, the Company has entered into grant agreements with the California Energy Commission (“CEC”) for conducting studies to demonstrate the benefits of certain energy-saving technologies to utility companies and consumers in the State of California. Under such agreements, the Company is entitled to receive reimbursement of costs incurred by the Company covered by the grants. For the three and six months ended June 30, 2023, grant expense, net was $0 for both periods. For the three and six months ended June 30, 2022, grant (income) expense, net was $(169) and $4, respectively. As of June 30, 2023 and December 31, 2022, the Company had grant receivables related to the CEC in the amounts of $245 and $263, which were included in other current assets on the unaudited condensed consolidated balance sheets, respectively. There was no deferred grant income as of June 30, 2023 and December 31, 2022. Related expenses incurred by the Company are offset against grant income earned or received from the CEC. Inflation Reduction Act of 2022 (“IRA”) On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law. The IRA has significant economic incentives for both energy storage customers and manufacturers for projects placed in service after December 31, 2022. Starting in 2023, there are Production Tax Credits under Internal Revenue Code 45X (“PTC”), that can be claimed on battery components manufactured in the U.S. and sold to U.S. or foreign customers. These tax credits available to manufacturers include a credit for ten percent of the cost incurred to make electrode active materials in addition to credits of $35 per kWh of capacity of battery cells and $10 per kWh of capacity of battery modules. These credits are cumulative, meaning that companies will be able to claim each of the available tax credits based on the battery components produced and sold through 2029, after which the PTC will begin to gradually phase down through 2032. In June 2023, the IRS issued temporary and proposed regulations related to applicable tax credit transferability and direct pay provisions of the Inflation Reduction Act. The Company has reviewed these regulations and believe they do not have a material impact on the financial statements. Since the PTC is a refundable credit (i.e., a credit with a direct-pay option available), the PTC is outside the scope of ASC 740. Therefore, the Company accounts for the PTC under a government grant model. GAAP does not address the accounting for government grants received by a business entity that are outside the scope of ASC 740. The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, under IFRS Accounting Standards. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the relevant conditions of the grant. The PTC is recorded as the applicable items are produced and sold. For the three and six months ended June 30, 2023, the Company recognized PTC of $45 and $844 as a reduction of cost of goods sold on the unaudited condensed consolidated statement of operations and comprehensive loss, respectively. As of June 30, 2023, grant receivable related to the PTC in the amount of $844 is recorded in other assets on the unaudited condensed consolidated balance sheets.

Fair Value Measurement - Fair Value of Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liabilities	$ 57,360	$ 78
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liabilities	0	0
Level 1 \| Embedded derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivative liabilities	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liabilities	455	78
Level 2 \| Embedded derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivative liabilities	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liabilities	56,905	0
Level 3 \| Embedded derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivative liabilities	$ 42,767	$ 1,945

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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+ Details

Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Our stock-based compensation expense is associated with restricted stock units (“RSU”s) and stock options. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally the award vesting term. Stock options generally have a term of five to ten years and vest over periods ranging from three months to five years. RSUs generally vest over periods from three to four years. For awards with performance conditions, stock-based compensation expense is recognized on a straight-line basis based on management’s estimation of achievement of performance conditions. The estimated performance conditions primarily relate to achievement of sales and financing targets. In June 2023, the Company modified 550,000 of performance-based stock options that were issued in June 2022 and December 2022 by extending the period to meet certain performance conditions.

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Stock options	$	239	$	509	$	979	$	1,420
Restricted stock units	2,065		2,925		4,688		5,957
Total	$	2,304	$	3,434	$	5,667	$	7,377

The stock compensation expense has been recorded in cost of goods sold, research and development expenses, and selling, general and administrative expenses.

As of June 30, 2023, total unrecognized compensation expense was $9,495 of which $7,709 was attributable to unvested RSUs and $1,786 was attributable to unvested stock options. Compensation expense for these unvested awards is expected to be recognized over a weighted-average remaining vesting period of 0.7 years for stock options and 1.2 years for RSUs.

Inventory

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventory

The following table provides information about inventory balances:


	June 30, 2023		December 31, 2022
Raw materials	$	16,186	$	22,899
Work-in-process	444		361
Finished goods	—		—
Total inventory, net	$	16,630	$	23,260

Government Grants (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Government Grants (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Government Assistance [Line Items]
Grant (income) expense, net	$ 0	$ (169)	$ 0	$ 4
California Energy Commission
Government Assistance [Line Items]
Noncurrent grants receivables	$ 245		$ 245		$ 263
Government Assistance, Current, Statement of Financial Position [Extensible Enumeration]	Other current assets		Other current assets
Production Tax Credits
Government Assistance [Line Items]
Government assistance amount	$ 45		$ 844
Current grants receivable	$ 844		$ 844
Government Assistance, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other assets		Other assets

Stock-Based Compensation - Narratives (Details) $ in Thousands	1 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock compensation expense	$ 9,495	$ 9,495
Unrecognized stock compensation expense attributable to stock option	$ 1,786	$ 1,786
Stock options \| Performance Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares	550,000
Stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options term		5 years
Vesting term		3 months
Stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options term		10 years
Vesting term		5 years
Stock options \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term		8 months 12 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock compensation expense attributable to RSUs	$ 7,709	$ 7,709
Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term		3 years
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term		4 years
Restricted stock units \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term		1 year 2 months 12 days

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration (Details) - Variable Interest Entity, not primary beneficiary - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Variable Interest Entity [Line Items]
Loan commitment on the consolidated balance sheet	$ 863	$ 863
Financing receivable, allowance for credit loss	$ 2	$ 2

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Cash, Cash Equivalents and Restricted Cash

6 Months Ended

Jun. 30, 2023

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

Restricted cash - current consists of escrow deposits related to U.S. Custom Bonds insurance and escrow deposits related to our credit card program agreements. Additionally, long-term restricted cash relates to interest that is required to be held in escrow per the Senior Secured Term Loan agreement in an amount equal to the aggregate amount of the four immediately following interest payments owed (see Note 12, Borrowings for further discussion).

The following table reconciles reported amounts from the unaudited condensed consolidated balance sheets to cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated statements of cash flows:


	June 30, 2023		June 30, 2022
Cash and cash equivalents	$	23,243	$	16,273
Restricted cash (1)	3,363		1,255
Long-term restricted cash	11,550		—
Total cash, cash equivalents, and restricted cash	$	38,156	$	17,528

(1) Restricted cash, current.

Borrowings - Narrative (Details)						1 Months Ended		2 Months Ended	3 Months Ended		6 Months Ended
Borrowings - Narrative (Details)	Apr. 10, 2023 USD ($)	Mar. 17, 2023 USD ($)	Feb. 01, 2023 USD ($)	Jan. 18, 2023 USD ($) trading_day $ / shares	Jul. 29, 2022 USD ($) interest_payment	Feb. 28, 2023 shares	Jan. 31, 2023 USD ($) shares	Apr. 30, 2023 shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 29, 2022 USD ($)	Sep. 30, 2022 USD ($)	Aug. 05, 2022 $ / shares	Jun. 28, 2022 $ / shares	Jun. 27, 2022 $ / shares	Sep. 30, 2021 USD ($)	Jul. 06, 2021 USD ($)
Debt Instrument [Line Items]
Carrying Value									$ 232,614,000		$ 232,614,000		$ 175,831,000
Loss on debt extinguishment									$ 1,876,000	$ 0	$ 3,510,000	$ 0
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001					$ 0.0001		$ 0.0001		$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001
Outstanding balance									$ 235,028,000		$ 235,028,000		$ 219,744,000
Long-term debt, current									$ 3,093,000		3,093,000		2,872,000
Yorkville Convertible Notes \| Convertible Notes
Debt Instrument [Line Items]
Principal														$ 2,000,000
Converted instrument, shares issued (in shares) \| shares							1,953,612
Yorkville Convertible Promissory Note February 2023
Debt Instrument [Line Items]
Carrying Value			$ 5,887,000
Yorkville Convertible Promissory Note February 2023 \| Convertible Notes
Debt Instrument [Line Items]
Principal			5,000,000
Converted instrument, shares issued (in shares) \| shares						3,879,706
Non-cash interest expense			$ 987,000
March 2023 Promissory Note
Debt Instrument [Line Items]
Carrying Value		$ 20,665,000
March 2023 Promissory Note \| Convertible Notes
Debt Instrument [Line Items]
Principal		15,000,000
Converted instrument, shares issued (in shares) \| shares								8,641,918
Non-cash interest expense		$ 5,965,000
April 2023 Promissory Note
Debt Instrument [Line Items]
Carrying Value	$ 25,319,000
April 2023 Promissory Note \| Convertible Notes
Debt Instrument [Line Items]
Principal	15,000,000
Converted instrument, shares issued (in shares) \| shares									8,471,793
Non-cash interest expense	$ 10,619,000
Embedded Derivatives - Yorkville Convertible Promissory Notes \| Convertible Notes
Debt Instrument [Line Items]
(Loss) gain on change in fair value of derivatives - related party									$ 8,818,000		6,922,000
2021 Convertible Notes Payable
Debt Instrument [Line Items]
Interest payable - related party									0		0		0
2021 Convertible Notes Payable \| Convertible Notes
Debt Instrument [Line Items]
Principal																				$ 100,000,000
Carrying Value									91,862,000		91,862,000		82,950,000
Embedded conversion feature									3,976,000		3,976,000		918,000
Gain (loss) on beneficial conversion feature									(2,176,000)	3,978,000	(2,942,000)	11,673,000
Non-cash interest expense - related party									3,009,000	2,558,000	5,970,000	4,731,000
Outstanding balance									$ 112,442,000		$ 112,442,000		$ 109,167,000
Coupon Interest Rate									40.00%		40.00%		25.00%
AFG Convertible Notes Payable
Debt Instrument [Line Items]
Carrying Value				$ 16,623,000
Interest payable - related party									$ 0		$ 0
Non-cash interest expense - related party				2,873,000
AFG Convertible Notes Payable \| Convertible Notes
Debt Instrument [Line Items]
Carrying Value									50,053,000		50,053,000
Embedded conversion feature				$ 6,451,000					38,791,000		38,791,000
Gain (loss) on beneficial conversion feature									22,068,000		32,340,000
Conversion price per unit (in dollars per share) \| $ / shares				$ 1.67
Percentage of stock price				130.00%
Threshold trading days \| trading_day				20
Consecutive trading days \| trading_day				30
Redemption percentage				100.00%
Non-cash interest expense - related party									1,129,000		2,098,000
Outstanding balance									$ 15,390,000		$ 15,390,000
Coupon Interest Rate				40.00%					40.00%		40.00%
AFG Convertible Notes Payable \| Convertible Notes \| Affiliated Entity
Debt Instrument [Line Items]
Principal							$ 13,750,000
Paid-In-Kind Interest Rate							26.50%
Senior Secured Term Loan
Debt Instrument [Line Items]
Carrying Value									$ 83,503,000		$ 83,503,000		$ 81,616,000
Senior Secured Term Loan \| SOFR \| Minimum
Debt Instrument [Line Items]
Variable rate spread					0.2616%
Senior Secured Term Loan \| NYFRB \| Minimum
Debt Instrument [Line Items]
Variable rate spread					0.50%
Senior Secured Term Loan \| Secured Debt
Debt Instrument [Line Items]
Principal					$ 100,000,000
Carrying Value									83,503,000		83,503,000		81,616,000
Non-cash interest expense - related party									4,425,000		8,713,000
Outstanding balance					$ 100,000				100,000,000		100,000,000		100,000,000
Number of days prior to current maturity date					91 days
Minimum prepayment amount					$ 500,000,000
Repayment applicable treasury rate					0.50%
Number of immediately following interest payments required to be escrowed \| interest_payment					4
Interest escrowed for loan									$ 11,550,000		$ 11,550,000
Maximum borrowing capacity under agreement					$ 15,000,000
Senior Secured Term Loan \| SOFR Loans
Debt Instrument [Line Items]
Variable rate spread					8.50%
Coupon Interest Rate									14.00%		14.00%
Senior Secured Term Loan \| ABR Loans
Debt Instrument [Line Items]
Stated interest rate					7.50%
Equipment financing facility
Debt Instrument [Line Items]
Carrying Value									$ 7,196,000		$ 7,196,000		8,577,000
Non-cash interest expense - related party									292,000	$ 205,000	609,000	$ 424,000
Remaining borrowing capacity															$ 13,784,000
Long-term line of credit									7,196,000		7,196,000		8,577,000
Long-term debt, current									3,093,000		3,093,000		2,872,000
Equipment financing facility \| Line of Credit
Debt Instrument [Line Items]
Carrying Value									7,196,000		7,196,000		8,577,000
Outstanding balance									7,196,000		7,196,000		$ 8,577,000
Coupon Interest Rate															16.20%				14.30%
Maximum borrowing capacity																			$ 25,000,000
Yorkville Convertible Promissory Note \| Convertible Notes
Debt Instrument [Line Items]
Loss on debt extinguishment									$ 1,876,000		$ 3,510,000

Inventory (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Components of Inventories

The following table provides information about inventory balances:


	June 30, 2023		December 31, 2022
Raw materials	$	16,186	$	22,899
Work-in-process	444		361
Finished goods	—		—
Total inventory, net	$	16,630	$	23,260

Fair Value Measurement - Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	$ 0	$ 0	$ 0	$ 0
Additions	29,553	0	29,553	0
Loss (gain) on change in fair value of derivatives - related party	27,352	0	27,352	0
Balance at end of the period	56,905	0	56,905	0
Embedded derivatives
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	21,255	4,664	1,945	12,359
Additions	15,820	21	42,191	21
Loss (gain) on change in fair value of derivatives - related party	5,692	(3,978)	(1,369)	(11,673)
Balance at end of the period	$ 42,767	$ 707	$ 42,767	$ 707

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its 100% owned, direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the unaudited condensed consolidated financial statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2022 Annual Report on Form 10-K. These interim results are not necessarily indicative of results for the full year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Government Grants The Company records grants received or receivable from government agencies as an offset to the related costs for which the grants are intended to compensate the Company. The costs of satisfying the Company’s obligations under the respective grant agreements are recognized as expense when incurred. The Company recognizes grant money once it is reasonably assured that the Company will comply with the conditions of the grant. Recent Accounting Pronouncements There were no new accounting standards or updates during the six months ended June 30, 2023 that would have a material impact on the Company’s unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (203,230)	$ (102,478)
Adjustment to reconcile net loss to net cash used in operating activities
Stock-based compensation	5,667	7,377
Depreciation and amortization	5,151	2,266
Loss on debt extinguishment	3,510	0
Loss from write-down of property, plant and equipment	6,196	2,005
Amortization of right-of-use assets	481	409
Other	5,555	2,690
Changes in operating assets and liabilities:
Prepaid expenses	939	827
Inventory	6,630	35
Accounts receivable	155	(686)
Vendor deposits	(5,423)	(5,268)
Contract assets	(106)	0
Accounts payable	(16,196)	14,734
Accrued expenses	5,184	7,020
Operating lease liabilities	(540)	(303)
Contract liabilities	(1,471)	906
Note payable	0	(4,679)
Other	(1,856)	(950)
Net cash used in operating activities	(75,582)	(86,992)
Cash flows from investing activities
Investment in notes receivable	0	(261)
Purchases of property, plant and equipment	(10,100)	(11,497)
Net cash used in investing activities	(10,100)	(11,758)
Cash flows from financing activities
Principal payments on finance lease obligations	(15)	(6)
Proceeds from exercise of options	355	0
Proceeds from exercise of public warrants	0	7
Repayment of equipment financing facility	(1,381)	(790)
Repurchase of shares from employees for income tax withholding purposes	(451)	(852)
Net cash provided by financing activities	92,612	10,584
Effect of exchange rate changes on cash, cash equivalents and restricted cash	3	2
Net increase (decrease) in cash, cash equivalents and restricted cash	6,933	(88,164)
Cash, cash equivalents and restricted cash, beginning of the period	31,223	105,692
Cash, cash equivalents and restricted cash, end of the period	38,156	17,528
Non-cash investing and financing activities
Accrued and unpaid capital expenditures	0	2,402
Issuance of convertible notes for interest paid in kind	4,915	3,087
Fixed assets acquired with finance lease	0	70
Right-of-use operating lease assets in exchange for lease liabilities	363	2,112
Issuance of common stock upon settlement of Yorkville convertible notes	51,023	0
Accrued and unpaid capitalized internal-use software	130	0
Supplemental disclosures
Cash paid for interest	7,434	434
Nonrelated Party
Adjustment to reconcile net loss to net cash used in operating activities
Non-cash interest expense	2,469	0
Related Party
Adjustment to reconcile net loss to net cash used in operating activities
Non-cash interest expense	23,580	1,752
Loss (gain) on change in fair value of derivatives - related party	87,723	(12,510)
Commitment fee for SEPA agreement settled by common stock - related party	0	1,061
Changes in operating assets and liabilities:
Accounts payable and accrued expenses - related party	0	(1,200)
Cash flows from financing activities
Proceeds from issuance of convertible notes - related party	48,050	7,225
Payment of debt issuance costs - related party	(1,116)	0
Proceeds from issuance of common stock and warrants - related party	49,250	5,000
Payment of equity issuance costs - related party	$ (2,080)	$ 0

Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jul. 29, 2022
Borrowing Outstanding
Total borrowings	$ 235,028	$ 219,744
Current portion	3,093	5,560
Total borrowings, non-current	231,935	214,184
Carrying Value*
Total borrowings	232,614	175,831
Current portion	3,093	5,560
Total borrowings, non-current	229,521	170,271
2021 Convertible Notes Payable - due June 2026
Carrying Value*
Convertible notes payable	91,862	82,950
2021 Convertible Notes Payable - due June 2026 \| Convertible Notes
Borrowing Outstanding
Convertible notes payable	112,442	109,167
Total borrowings	112,442	109,167
Carrying Value*
Convertible notes payable	91,862	82,950
Total borrowings	91,862	82,950
Senior Secured Term Loan - due March 2026
Carrying Value*
Total borrowings	83,503	81,616
Senior Secured Term Loan - due March 2026 \| Secured Debt
Borrowing Outstanding
Total borrowings	100,000	100,000	$ 100
Carrying Value*
Total borrowings	83,503	81,616
AFG Convertible Note - due June 2026 \| Convertible Notes
Borrowing Outstanding
Convertible notes payable	15,390	0
Carrying Value*
Convertible notes payable	50,053	0
Equipment financing facility - due April 2025
Carrying Value*
Total borrowings	7,196	8,577
Equipment financing facility - due April 2025 \| Line of Credit
Borrowing Outstanding
Total borrowings	7,196	8,577
Carrying Value*
Total borrowings	7,196	8,577
Yorkville Convertible Promissory Note - due June 2023 \| Convertible Notes
Borrowing Outstanding
Convertible notes payable	0	2,000
Carrying Value*
Convertible notes payable	$ 0	$ 2,688

Borrowings

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Borrowings

The Company’s debt obligations at carrying value consist of the following related and third-party borrowings:


	June 30, 2023				December 31, 2022
	Borrowing Outstanding		Carrying Value*		Borrowing Outstanding		Carrying Value*
2021 Convertible Notes Payable - due June 2026	$	112,442	$	91,862	$	109,167	$	82,950
Senior Secured Term Loan - due March 2026	100,000		83,503		100,000		81,616
AFG Convertible Note - due June 2026	15,390		50,053		—		—
Equipment financing facility - due April 2025	7,196		7,196		8,577		8,577
Yorkville Convertible Promissory Note - due June 2023	—		—		2,000		2,688
Total borrowings	235,028		232,614		219,744		175,831
Current portion	3,093		3,093		5,560		5,560
Total borrowings, non-current	$	231,935	$	229,521	$	214,184	$	170,271

*Carrying value includes unamortized deferred financing costs, unamortized discounts, and fair value of embedded derivative liabilities.

Yorkville Convertible Promissory Notes - Related Party

On December 29, 2022, the Company issued and sold a convertible promissory note (the “December 2022 Promissory Note”) with an aggregate principal amount of $2,000 in a private placement to Yorkville under a second supplemental agreement to the SEPA (the “Second Supplemental Agreement”). In January 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 1,953,612 shares of common stock to Yorkville to offset all outstanding amounts owed to Yorkville under the December 2022 Promissory Note.

On February 1, 2023, the Company issued a convertible promissory note (the “February 2023 Promissory Note”) with an aggregate principal amount of $5,000 in a private placement to Yorkville under the Second Supplemental Agreement. The fair value of the February 2023 Promissory Note at issuance was $5,887, which was greater than the proceeds received. As such, the Company recorded the excess of fair value of the February 2023 Promissory Note over the proceeds received as interest expense in the amount of $987, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss.

In February 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 3,879,706 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the February 2023 Promissory Note.

On March 17, 2023, the Company issued a convertible promissory note (the “March 2023 Promissory Note”) with an aggregate principal amount of $15,000 in a private placement to Yorkville under a third supplemental agreement to the SEPA. The fair value of the March 2023 Promissory Note at issuance was $20,665, which was greater than the proceeds received. As such, the Company recorded the excess of fair value of the March 2023 Promissory Note over the proceeds received as interest expense in the amount of $5,965, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss.

In March and April 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 8,641,918 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the March 2023 Promissory Note.

On April 10, 2023, the Company issued a convertible promissory note (the “April 2023 Promissory Note”) with an aggregate principal amount of $15,000 in a private placement to Yorkville under a fourth supplemental agreement to the SEPA. The fair value of the April 2023 Promissory Note at issuance was $25,319, which was greater than the proceeds received. As such, the Company recorded the excess of fair value of the April 2023 Promissory Note over the proceeds received as interest expense in the amount of $10,619, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss.

During the second quarter of 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 8,471,793 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the April 2023 Promissory Note.

The Company recognized a loss on debt extinguishment from the issuance of common stock from the Yorkville Convertible Promissory Notes of $1,876 and $3,510 for the three and six months ended at June 30, 2023, respectively which is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss.

Embedded derivatives- Yorkville Convertible Promissory Notes - Related party

The conversion feature for each of the Yorkville Convertible Promissory Notes discussed above did not qualify for the scope exception to derivative accounting, therefore bifurcation was required for each issuance. Upon extinguishment of each Yorkville Promissory Note, the embedded derivatives were adjusted to fair value. This remeasurement resulted in net gains of $8,818 and $6,922 for the three and six months ended June 30, 2023, respectively, which is included in (loss) gain on change in fair value of derivatives - related party on the unaudited condensed consolidated statements of operations and comprehensive loss.

At June 30, 2023, there were no outstanding Yorkville Convertible Notes.

2021 Convertible Notes Payable – Related Party

On July 6, 2021, the Company entered into an investment agreement with Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc. The investment agreement provides for the issuance and sale to Koch Industries of the 2021 Convertible Notes in the aggregate principal amount of $100,000. The maturity date of the 2021 Convertible Notes is June 30, 2026, subject to earlier conversion, redemption, or repurchase.

See Note 14, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of June 30, 2023 and as of December 31, 2022. As of June 30, 2023 and December 31, 2022, the fair value of the embedded conversion feature was $3,976 and $918, respectively. The (loss) gain from the change in fair value of the embedded derivative conversion feature for the three months ended June 30, 2023 and 2022 amounted to $(2,176) and $3,978 and for the six months ended June 30, 2023 and 2022 amounted to $(2,942) and $11,673, respectively.

Interest expense recognized on the 2021 Convertible Notes is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Contractual interest expense	$	1,637	$	1,544	$	3,274	$	3,087
Amortization of debt discount	1,250		924		2,457		1,467
Amortization of debt issuance costs	122		90		239		177
Total	$	3,009	$	2,558	$	5,970	$	4,731

The balances for the 2021 Convertible Notes are as follows:


	June 30, 2023		December 31, 2022
Principal	$	112,442	$	109,167
Unamortized debt discount	(22,392)		(24,733)
Unamortized debt issuance costs	(2,164)		(2,402)
Embedded conversion feature	3,976		918
Aggregate carrying value	$	91,862	$	82,950

The Company is obligated to repay all contractual interest attributable to the 2021 Convertible Notes in-kind in accordance with the terms under the Senior Secured Term Loan. Therefore, as of June 30, 2023, and December 31, 2022, interest payable attributable to the 2021 Convertible Notes was $0 and $0, respectively.

AFG Convertible Notes - Related Party

On January 18, 2023, the Company entered into the Investment Agreement with the Purchasers relating to the issuance and sale to the Purchasers of $13,750 in aggregate principal amount of the Company’s AFG Convertible Notes.

Contractual Interest Rates - The AFG Convertible Notes will bear interest at a rate of 26.5% per annum, which shall be entirely paid-in-kind. All interest payments shall be made through an increase in the principal amount of the outstanding AFG Convertible Notes or through the issuance of additional notes (such interest is referred to herein as “PIK Interest”). Interest on the AFG Convertible Notes is payable semi-annually in arrears on June 30 and December 30, commencing on June 30, 2023. It is expected that the Notes will mature on June 30, 2026, subject to earlier conversion, redemption or repurchase.

Conversion Rights - The AFG Convertible Notes are convertible at the option of the holder (the “Conversion Option”) at any time until the business day prior to the maturity date, including in connection with a redemption by the Company. The AFG Convertible Notes will be convertible into shares of the Company’s common stock, par value $0.0001 per share, based on an initial conversion price of approximately $1.67 per share subject to customary anti-dilution and other adjustments. The Company has the right to settle conversions in shares of common stock, cash, or any combination thereof.

Optional Redemption - On or after June 30, 2024, provided that the Company has obtained stockholder approval, the AFG Convertible Notes will be redeemable by the Company in the event that the closing sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice. The redemption price shall be equal to the then current principal amount of the AFG Convertible Notes (inclusive of all PIK Interest), plus the aggregate amount of all interest payments on the AFG Convertible Notes that the holders of the AFG Convertible Notes to be redeemed would have been entitled to receive had the AFG Convertible Notes remained outstanding to the maturity date.

Contingent Redemption - With certain exceptions, upon the occurrence of certain events and fundamental changes described in the AFG Convertible Notes Agreement, the holders of the AFG Convertible Notes may require that the Company repurchase all or part of the principal amount of the AFG Convertible Notes at a purchase price of 100% of the principal amount of the AFG Convertible Notes, plus accrued and unpaid interest.

Embedded Derivative - The Conversion Option includes an exercise contingency, which requires the Company to obtain shareholder approval for conversions subject to the Exchange Cap. If shareholder approval is not obtained, following commercially reasonable efforts, the Company will be required to settle the conversion in excess of the Exchange Cap in cash. Since settlement in cash may be required in absence of shareholder approval, the embedded conversion feature fails the equity classification guidance in ASC 815 and is thus precluded from being classified in equity. Therefore, the embedded conversion feature is required to be bifurcated from the AFG Convertible Notes and accounted for at fair value at each reporting date, with changes in fair value recognized on the unaudited condensed consolidated statements of operations and comprehensive loss.

The fair value of the embedded derivative upon issuance was $6,451. The embedded derivative is presented on the unaudited condensed consolidated balance sheet as a component of Convertible notes payable - related party. The loss from the change in fair value of the embedded derivative for the three and six months ended June 30, 2023 amounted to $22,068 and $32,340, respectively. See Note 14, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of June 30, 2023 and as of the date of issuance.

The fair value of the AFG Convertible Notes at issuance was $16,623, which was greater than the proceeds received. The Company recorded the difference of $2,873 as interest expense on the unaudited condensed consolidated statement of operations and comprehensive loss.

Interest expense recognized on the AFG Convertible Notes is as follows:


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023

Contractual interest expense	$	860	$	1,639
Amortization of debt discount	210		358
Amortization of debt issuance costs	59		101
Total	$	1,129	$	2,098

The balance for the AFG Convertible Notes is as follows:


	June 30, 2023
Principal	$	15,390
Unamortized debt discount	(3,220)
Unamortized debt issuance costs	(908)
Embedded conversion feature	38,791
Aggregate carrying value	$	50,053

As of June 30, 2023, the Company was obligated to repay all contractual interest attributable to the AFG Convertible Notes in-kind in accordance with the terms of the Investment Agreement by increasing the principal amount of the outstanding Convertible Note. Therefore, as of June 30, 2023, interest payable attributable to the AFG Convertible Notes was $0.

Senior Secured Term Loan

On July 29, 2022, the Company entered into a $100,000 Senior Secured Term Loan Credit Agreement with Atlas Credit Partners (ACP) Post Oak Credit I LLC., as administrative agent for the lenders and collateral agent for the secured parties. As of June 30, 2023, the Company had total borrowings of $100,000 under the Senior Secured Term Loan.

The Senior Secured Term Loan is scheduled to mature on the earlier of (i) July 29, 2026, and (ii) 91 days prior to the current maturity date of the 2021 Convertible Notes of June 30, 2026. The Company has the right at any time to prepay any Borrowing in whole or in part in an amount of not less than $500.

The outstanding principal balance of the Senior Secured Term Loan bears interest, at the applicable margin plus, at the Company’s election, either (i) the benchmark secured overnight financing rate (“SOFR”), which is a per annum rate equal to (y) the Adjusted Term SOFR (as defined in the agreement) plus 0.2616%, or (ii) the alternate base rate (“ABR”), which is a per annum rate equal to the greatest of (x) the Prime Rate (as defined in the agreement), (y) the NYFRB Rate (as defined in the agreement) plus 0.5% and (z) the SOFR. The applicable margin under the Credit Agreement is 8.5% per annum with respect to SOFR loans, and 7.5% per annum with respect to ABR loans. Interest on the Senior Secured Term Loan accrues at a variable interest rate, and interest payments are due quarterly. The Company may elect to convert SOFR Loans to ABR (and ABR Loans to SOFR). As of June 30, 2023, the interest rate in effect for the Senior Secured Term Loan for the second quarter of 2023 interest payment was 14.00%.

Any repayment of principal prior to the second anniversary of the issuance date is subject to a call premium. The call premium is equal to the present value of all interest payments due through June 30, 2024, calculated using a discount rate equal to the applicable treasury rate as of the repayment date plus 50 basis points. The Company deemed that the fair value of the embedded derivative features which qualify for bifurcation was de minimis.

Concurrently, the Company entered into a Guarantee and Collateral Agreement which secures and guarantees the Senior Secured Term Loan with substantially all the assets of the Company and its subsidiaries, other than the Company’s equity interests in Hi-Power and assets of Hi-Power. Additionally, interest is required to be escrowed in an amount equal to the aggregate amount of the four immediately following interest payments owed on the Loans which was $11,550 at June 30, 2023. This escrowed and restricted cash is presented on a separate line item on the unaudited condensed consolidated balance sheets as long-term restricted cash.

The agreements also contain customary affirmative and negative covenants. They limit the Company’s and its subsidiaries’ ability to incur indebtedness, make restricted payments, including cash dividends on its common stock, make certain investments, loans and advances, enter into mergers and acquisitions, sell, assign, transfer or otherwise dispose of its assets, enter into transactions with its affiliates and engage in sale and leaseback transactions, among other restrictions. Furthermore, the limitation on the Company’s ability to incur indebtedness also (i) limits the amount of Pre-Advance Loans that the Company may have outstanding at any time to $15,000 under the SEPA and (ii) requires the payment of principal and interest in kind on each of the Pre-Advance Loans (if any) and the 2021 Convertible Notes. While the Company was in compliance with this covenant as of June 30, 2023 and currently expects to remain in compliance as of September 30, 2023, absent the Company’s ability to secure additional outside capital, the Company may be unable to remain in compliance with this covenant beginning on December 31, 2023 and thereafter (see Note 1, Overview for further discussion).

The following table summarizes interest expense recognized:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023		2023
Contractual interest expense	$	3,453	$	6,826
Amortization of debt discount	99		192
Amortization of debt issuance costs	873		1,695
Total	$	4,425	$	8,713

The Senior Secured Term Loan balance is as follows:


	June 30, 2023		December 31, 2022
Principal	$	100,000	$	100,000
Unamortized debt discount	(1,674)		(1,866)
Unamortized debt issuance costs	(14,823)		(16,518)
Aggregate carrying value	$	83,503	$	81,616

Equipment Financing facility

The Company entered into an agreement on September 30, 2021 with Trinity Capital Inc. (“Trinity”) for a $25,000 equipment financing facility, the proceeds of which will be used to acquire certain manufacturing equipment, subject to Trinity’s approval. Each draw is executed under a separate payment schedule (a “Schedule”) that constitutes a separate financial instrument. The financing fees included in each Schedule are established through monthly payment factors determined by Trinity. Such monthly payment factors are based on the Prime Rate reported in The Wall Street Journal in effect on the first day of the month in which a Schedule is executed. The Company has drawn a portion of the facility as follows:


Date of Draw	Gross Amount of Initial Draw		Coupon Interest Rate	Debt Issuance Costs
September 2021	$	7,000	14.3%	$	175
September 2022	4,216		16.2%	96
Total Equipment Financing loans	$	11,216		$	271

On September 30, 2022, the equipment facility’s unused commitment of $13,784 expired.

As of June 30, 2023 and December 31, 2022, total equipment financing debt outstanding was $7,196 and $8,577, respectively of which $3,093 and $2,872 are recorded as a current liability on the unaudited condensed consolidated balance sheets, respectively. The Company recognized $292 and $205 for the three months ended June 30, 2023 and 2022, and $609 and $424 for the six months ended June 30, 2023 and 2022 as interest expense attributable to the equipment financing agreement, respectively.

Borrowings - Net Carrying Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jan. 18, 2023	Dec. 31, 2022	Jul. 29, 2022
Debt Instrument [Line Items]
Principal	$ 235,028		$ 219,744
Total borrowings	232,614		175,831
2021 Convertible Notes Payable \| Convertible Notes
Debt Instrument [Line Items]
Principal	112,442		109,167
Unamortized debt discount	(22,392)		(24,733)
Unamortized debt issuance costs	(2,164)		(2,402)
Embedded conversion feature	3,976		918
Total borrowings	91,862		82,950
AFG Convertible Notes Payable
Debt Instrument [Line Items]
Total borrowings		$ 16,623
AFG Convertible Notes Payable \| Convertible Notes
Debt Instrument [Line Items]
Principal	15,390
Unamortized debt discount	(3,220)
Unamortized debt issuance costs	(908)
Embedded conversion feature	38,791	$ 6,451
Total borrowings	50,053
Senior Secured Term Loan
Debt Instrument [Line Items]
Total borrowings	83,503		81,616
Senior Secured Term Loan \| Secured Debt
Debt Instrument [Line Items]
Principal	100,000		100,000	$ 100
Unamortized debt discount	(1,674)		(1,866)
Unamortized debt issuance costs	(14,823)		(16,518)
Total borrowings	$ 83,503		$ 81,616

Fair Value Measurement - Assumptions used to determine Fair Value of Warrants (Details)	Jun. 30, 2023 $ / shares	May 15, 2023 $ / shares	Apr. 12, 2023
Time to expiration \| April 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time to expiration	5 years 3 months 14 days		5 years 6 months 3 days
Time to expiration \| May 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time to expiration	5 years 14 days	5 years 2 months 1 day
Common stock price \| April 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	4.34		2.61
Common stock price \| May 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	4.34	2.31
Risk-free interest rate \| April 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.041		0.034
Risk-free interest rate \| May 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.041	0.034
Volatility \| April 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.650		0.700
Volatility \| May 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.650	0.700

Cash, Cash Equivalents and Restricted Cash - Narrative (Details)	Jul. 29, 2022 interest_payment
Senior Secured Term Loan \| Secured Debt
Restricted Cash and Cash Equivalents Items [Line Items]
Number of immediately following interest payments required to be escrowed	4

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three and six months ended June 30, 2023, income tax expense was $2 and $12, respectively, related to taxable earnings from the Company’s foreign operations. For the three and six months ended June 30, 2022, income tax benefit was $(23) and $(65), respectively. The income tax expense differs from the amount computed by applying the statutory U.S. federal income tax rate of 21% to the loss before income taxes. This is due to non-taxable income, foreign operations, and pre-tax losses for which no tax benefit can be recognized for U.S. income tax purposes. The Company estimates and applies the annual effective tax rate to its ordinary earnings each interim period. Any significant unusual or infrequent items, if any, are not included in the estimation of the annual effective tax rate. Rather, these items and their related income tax expense are separately stated in the interim period in which they occur. The quarterly estimate of the annual effective tax rate and related tax expense is subject to variation due to a multitude of factors. Factors may include, but are not limited to, the inability to accurately predict the Company’s pre-tax and taxable income and loss. At each balance sheet date, management assesses the likelihood that the Company will be able to realize its deferred tax assets. Management considered all available positive and negative evidence in assessing the need for a valuation allowance. The realization of deferred tax assets depends on the generation of sufficient taxable income of the appropriate character and in the appropriate taxing jurisdiction during the future periods in which the related temporary differences become deductible. Management has determined that it is unlikely that the Company will be able to utilize its U.S. deferred tax assets at June 30, 2023 and December 31, 2022 due to cumulative losses. Therefore, the Company has a valuation allowance against its net U.S. deferred tax assets. As of June 30, 2023 and December 31, 2022, the Company has unrecognized tax benefits associated with uncertain tax positions that, if recognized, would not affect the effective tax rate on income from continuing operations. The Company is not currently under examination by any taxing jurisdiction, and none of the uncertain tax positions are expected to reverse within the next 12 months. The Company files income tax returns in U.S. federal and various state jurisdictions, as well as Italy and India. The open tax years for federal returns are 2019 and forward, and open tax years for state returns are generally 2018 and forward. In addition, net operating losses generated in closed years and utilized in open years are subject to adjustment by the tax authorities. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law. There are two major corporate tax provisions included in the Act. In general, the IRA creates a 15% corporate alternative minimum tax (“CAMT”) on any corporation that has (or has had) average annual “adjusted financial statement income” for a three-year period preceding the tax year that exceeds $1 billion. The CAMT is effective for tax years beginning after December 31, 2022. The IRA also imposes on publicly traded U.S. corporations a 1% excise tax on certain repurchases of their stock. The excise tax is effective for stock repurchases after December 31, 2022. The Company does not expect the aforementioned provisions in the IRA to have any material impact on the Company’s unaudited condensed consolidated financial statements. In addition to the CAMT discussed above, the IRA has production tax credits that are discussed in Note 10, Government Grants.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Property, Plant and Equipment, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

The following table provides information about property, plant and equipment, net balances:


	Estimated Useful lives	June 30, 2023		December 31, 2022
Equipment	5 to 10 years	$	20,887	$	23,653
Finance lease	5 years	379		379
Furniture	5 to 10 years	1,895		1,868
Leasehold improvements	Lesser of useful life/ remaining lease	7,098		6,303
Tooling	2 to 3 years	3,408		6,926
Total		33,667		39,129
Less: Accumulated depreciation		(13,984)		(11,960)
Total property, plant and equipment, net		$	19,683	$	27,169

Depreciation expense related to property, plant and equipment was $2,444 and $1,261 for the three months ended June 30, 2023 and 2022, respectively and $5,111 and $2,246 for the six months ended June 30, 2023 and 2022, respectively.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Total revenue	$ 249	$ 5,895	$ 9,084	$ 9,193
Costs and expenses
Cost of goods sold	11,246	36,866	38,186	72,443
Research and development expenses	5,026	5,464	10,471	10,427
Selling, general and administrative expenses	13,138	19,115	27,093	33,394
Loss from write-down of property, plant and equipment	5,436	1,997	6,196	2,005
Grant (income) expense, net	0	(169)	0	4
Total costs and expenses	34,846	63,273	81,946	118,273
Operating loss	(34,597)	(57,378)	(72,862)	(109,080)
Other (expense) income
Loss on debt extinguishment	(1,876)	0	(3,510)	0
Other expense	(878)	(632)	(895)	(513)
Loss before income taxes	(131,628)	(56,710)	(203,218)	(102,543)
Income tax expense (benefit)	2	(23)	12	(65)
Net loss	(131,630)	(56,687)	(203,230)	(102,478)
Other comprehensive income
Foreign currency translation adjustment, net of tax	2	5	3	5
Comprehensive loss	$ (131,628)	$ (56,682)	$ (203,227)	$ (102,473)
Basic and diluted loss per share attributable to common shareholders
Basic (in dollars per share)	$ (1.12)	$ (1.01)	$ (1.99)	$ (1.86)
Diluted (in dollars per share)	$ (1.12)	$ (1.01)	$ (1.99)	$ (1.86)
Weighted average shares of common stock
Basic (in shares)	117,320,802	56,021,185	102,106,041	54,991,475
Diluted (in shares)	117,320,802	56,021,185	102,106,041	54,991,475
Nonrelated Party
Other (expense) income
Interest expense, net	$ (4,886)	$ (284)	$ (9,715)	$ (622)
Related Party
Other (expense) income
Interest expense, net	(14,758)	(2,664)	(28,513)	(4,838)
(Loss) gain on change in fair value of derivatives - related party	$ (74,633)	$ 4,248	$ (87,723)	$ 12,510

Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 23,243	$ 17,076	$ 16,273
Restricted cash	3,363	2,725	1,255
Long-term restricted cash	11,550	11,422	0
Total cash, cash equivalents, and restricted cash	$ 38,156	$ 31,223	$ 17,528	$ 105,692

Shareholders’ Deficit

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Shareholders’ Deficit

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. At June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 300,000,000 shares of common stock at $0.0001 par value. The holders of the Company’s common stock are entitled to one vote for each share held. At June 30, 2023 and December 31, 2022, there were 127,309,960 and 82,653,781 shares of common stock issued and outstanding.

April 2023 Transaction and May 2023 Transactions

As discussed in Note 13, Warrants Liability - Related Party, the April 2023 Transaction consisted of issuance of 16,000,000 shares of common stock at a price of $2.50 per share. The Company also issued 16,000,000 private placement warrants to purchase 16,000,000 shares of common stock. The warrants have an exercise price of $3.14 per share, are not exercisable until six months from the date of issuance and expire five and one-half years from the date of issuance.

The May 2023 Transaction consisted of issuance of 3,601,980 shares of common stock at a price of $2.221 per share. The Company also issued 3,601,980 private placement warrants to purchase 3,601,980 shares of common stock. The warrants have an exercise price of $2.50 per share, and became exercisable on July 15, 2023. The warrants expire five years from the date they are initially exercisable.

Treasury Stock

The Company recorded treasury stock of $106 and $26 for the three months ended June 30, 2023 and 2022 and $451 and $852 for the six months ended June 30, 2023 and 2022 for shares withheld from employees to cover the payroll tax liability of RSUs vested, respectively. The treasury stock was immediately retired.

Public Warrants

The Company sold warrants to purchase 9,075,000 shares of the Company’s common stock in a public offering on May 22, 2020 (the “Public Warrants”). Each Public Warrant entitles the holder to purchase a share of common stock at a price of $11.50 per share. There were no Public Warrants exercised for the three months ended June 30, 2023 and 2022. There were 0 and 600 Public Warrants exercised for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, there were 7,001,654 public warrants outstanding.

Standby Equity Purchase Agreement

On April 28, 2022, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, as amended, the Company has the right, but not the obligation, to sell to Yorkville up to $75,000 of shares of its common stock at the Company’s request at any time during the commitment period, which commenced on April 28, 2022 and will end on the earlier of (i) May 1, 2024, or (ii) the date on which Yorkville shall have made payment of advances requested by the Company totaling up to the commitment amount of $75,000. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of common stock with an aggregate value of up to $20,000. The SEPA provides for shares to be sold to Yorkville at 97.0% of market price. Pursuant to the terms and conditions set forth in the SEPA, 465,117 shares were issued to Yorkville in April 2022 as consideration for its irrevocable commitment to purchase shares of common stock. The fair value of these shares of $1,061 was recorded as other expense in the unaudited condensed consolidated statements of operations and comprehensive loss.

During the six months ended June 30, 2023, total funds raised under the SEPA, inclusive of proceeds received from the Yorkville Convertible Promissory Notes, were $35,550. During the six months ended June 30, 2023, total shares issued under the SEPA were 23,630,937.

During the six months ended June 30, 2022, total funds raised under the SEPA, inclusive of proceeds received from the Yorkville Convertible Promissory Notes, were $12,350. During the six months ended June 30, 2022, total shares issued under the SEPA were 4,433,056.

At-the-Market Offering Program

On August 5, 2022, the Company entered into the Sales Agreement with Cowen and Company LLC (“Cowen”), with respect to an ATM offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $100,000 (the “Placement Shares”) through Cowen as its sales agent and/or principal.

The Company will pay Cowen a commission equal to 3.0% of the gross sales proceeds of any Placement Shares sold. The Company will also reimburse Cowen for certain expenses incurred in connection with the Sales Agreement. The Sales Agreement will terminate upon the earlier of (i) the sale of all Placement Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with the terms and conditions set forth therein.

Earnings (Loss) Per Share

Basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating EPS on a diluted basis. As the Company incurred a net loss for the three and six months ended June 30, 2023 and 2022, the potential dilutive shares from stock options, restricted stock units, warrants, and convertible redeemable notes were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented. Therefore, basic and diluted EPS are computed using the same number of weighted average shares for the three and six months ended June 30, 2023 and 2022. The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	For the Three and Six Months Ended June 30,
	2023	2022
Stock options and restricted stock units	6,279,623	8,080,793
Public and private placement warrants	26,928,634	7,326,654
Convertible Notes (if converted)	14,836,450	8,692,061

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 14
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 6
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: 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//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued payroll	$ 4,232	$ 2,706
Warranty reserve	4,421	3,836
Accrued legal and professional expenses	2,574	840
Provision for contract losses	2,166	2,561
Insurance premium payable, current	2,861	2,607
Other	4,633	2,809
Total accrued expenses	$ 20,887	$ 15,359

Revenue Recognition - Narratives (Details) - USD ($)	3 Months Ended		6 Months Ended
Revenue Recognition - Narratives (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Sales-type lease, term of contract	20 years		20 years
Sales-type lease, revenue	$ 0	$ 128,000	$ 0	$ 1,166,000
Increase (decrease) in contract asset			106,000	0
Increase (decrease) in contract liabilities			(1,471,000)	$ 906,000
Revenue recognized in contract liabilities			3,450,000
Increase from customer advance payments			1,979,000
Contract liabilities, current	2,379,000		2,379,000		$ 3,850,000
Contract liabilities, long-term	956,000		956,000		$ 956,000
Contract assets, current	2,036,000		2,036,000
Contract assets, long-term	$ 70,000		$ 70,000
Revenue Benchmark \| Customer 1 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	100.00%	89.60%	97.80%	73.10%
Revenue Benchmark \| Customer 2 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage				12.70%

Revenue Recognition - Information about Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract assets	$ 2,106	$ 2,000
Contract liabilities	$ 3,335	$ 4,806

Property, Plant and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Components of Property, Plant and Equipment, Net

The following table provides information about property, plant and equipment, net balances:


	Estimated Useful lives	June 30, 2023		December 31, 2022
Equipment	5 to 10 years	$	20,887	$	23,653
Finance lease	5 years	379		379
Furniture	5 to 10 years	1,895		1,868
Leasehold improvements	Lesser of useful life/ remaining lease	7,098		6,303
Tooling	2 to 3 years	3,408		6,926
Total		33,667		39,129
Less: Accumulated depreciation		(13,984)		(11,960)
Total property, plant and equipment, net		$	19,683	$	27,169

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Nov. 12, 2020	Nov. 11, 2020
Other Commitments [Line Items]
Future lease payments	$ 6,165
Authorized capital stock (in shares)			125,000,000
Common stock
Other Commitments [Line Items]
Authorized capital stock (in shares)		200,000,000
Common Class A
Other Commitments [Line Items]
Authorized capital stock (in shares)			100,000,000
Common Class B
Other Commitments [Line Items]
Authorized capital stock (in shares)			25,000,000
Minimum Volume Commitment
Other Commitments [Line Items]
Non-cancellable purchase commitment	$ 231

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Recognition

Product revenues, which are generally recognized at a point in time, and service revenues, which are generally recognized over time, are as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Product revenue	$	249	$	5,771	$	8,924	$	9,065
Service revenue	—		124		$	160	$	128
Total revenues	$	249	$	5,895	$	9,084	$	9,193

Schedule of Information about Contract Liabilities from Contracts with Customers

The following table provides information about contract assets and contract liabilities from contracts with customers. Contract assets, current and contract liabilities, current and long-term are included separately on the unaudited condensed consolidated balance sheets and contract assets, long-term are included under other assets, net.


	June 30, 2023		December 31, 2022
Contract assets	$	2,106	$	2,000
Contract liabilities	$	3,335	$	4,806

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Stock options	$	239	$	509	$	979	$	1,420
Restricted stock units	2,065		2,925		4,688		5,957
Total	$	2,304	$	3,434	$	5,667	$	7,377

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 23,243	$ 17,076
Restricted cash	3,363	2,725
Accounts receivable, net	1,521	1,666
Inventory, net	16,630	23,260
Vendor deposits	13,289	4,789
Notes receivable, net	55	36
Contract assets, current	2,036	1,859
Prepaid expenses	1,350	2,289
Other current assets	2,484	1,447
Total current assets	63,971	55,147
Property, plant and equipment, net	19,683	27,169
Intangible assets, net	329	240
Goodwill	4,331	4,331
Notes receivable, long-term, net	808	827
Operating lease right-of-use asset, net	4,198	4,316
Long-term restricted cash	11,550	11,422
Other assets	4,080	3,336
Total assets	108,950	106,788
Current liabilities:
Accounts payable	15,401	34,669
Accrued expenses	20,887	15,359
Operating lease liability, current	1,246	1,106
Long-term debt, current	3,093	2,872
Convertible notes payable, current - related party	0	2,688
Contract liabilities, current	2,379	3,850
Other current liabilities	35	32
Total current liabilities	43,041	60,576
Long-term liabilities:
Operating lease liability	3,813	4,130
Long-term debt	87,606	87,321
Convertible notes payable - related party	141,915	82,950
Contract liabilities, long-term	956	956
Warrants liability - related party	57,360	78
Other liabilities	3,800	3,488
Total long-term liabilities	295,450	178,923
Total liabilities	338,491	239,499
COMMITMENTS AND CONTINGENCIES (NOTE 15)
SHAREHOLDERS' DEFICIT
Common stock, $0.0001 par value, 300,000,000 and 300,000,000 shares authorized, 127,309,960 and 82,653,781 shares outstanding on June 30, 2023 and December 31, 2022, respectively	14	9
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding on June 30, 2023 and December 31, 2022	0	0
Additional paid in capital	620,006	513,614
Accumulated deficit	(849,570)	(646,340)
Accumulated other comprehensive income	9	6
Total shareholders' deficit	(229,541)	(132,711)
Total liabilities and shareholders' deficit	$ 108,950	$ 106,788

Intangible Assets	6 Months Ended
Intangible Assets	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets Intangible assets include patents valued at $400, which represents the cost to acquire the patents. These patents are determined to have useful lives and are amortized into the results of operations over ten years. The Company recorded amortization expense of $10 for each period for the three months ended June 30, 2023 and 2022 and $20 for each period for the six months ended June 30, 2023 and 2022, related to patents. During the six months ended June 30, 2023, the Company capitalized $130 of costs for internal-use software. The software has a useful life and is amortized into the results of operations over 3 years. The Company recorded amortization expense of $10 and $20 for the three and six months ended June 30, 2023 related to software, respectively.

Related Party Transactions (Details) - USD ($)	1 Months Ended
Related Party Transactions (Details) - USD ($)	Jul. 31, 2021	Jan. 31, 2023	Jul. 06, 2021
2021 Convertible Notes Payable \| Affiliated Entity
Related Party Transaction [Line Items]
Notes payable	$ 100,000,000
Payment made for debt issuance cost	$ 3,000,000
2021 Convertible Notes Payable \| Convertible Notes
Related Party Transaction [Line Items]
Principal			$ 100,000,000
AFG Convertible Notes Payable \| Convertible Notes \| Affiliated Entity
Related Party Transaction [Line Items]
Principal		$ 13,750,000
Paid-In-Kind Interest Rate		26.50%

Warrants Liability - Related Party (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended
	May 31, 2023	Apr. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	May 22, 2020
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			7,001,654		7,001,654		7,001,654
Warrants liability - related party			$ 57,360		$ 57,360		$ 78
Common stock to be purchased through warrants (in shares)								9,075,000
Related Party
Class of Warrant or Right [Line Items]
Increase in fair value			27,574	$ 270	27,730	$ 837
(Loss) gain on change in fair value of derivatives - related party			$ (74,633)	$ 4,248	$ (87,723)	$ 12,510
IPO Warrants \| Common stock \| Related Party
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			325,000		325,000		325,000
Warrants liability - related party			$ 455		$ 455		$ 78
April 2023 warrants \| Common stock
Class of Warrant or Right [Line Items]
Common stock to be purchased through warrants (in shares)		16,000,000
April 2023 warrants \| Common stock \| Related Party
Class of Warrant or Right [Line Items]
Warrants liability - related party			45,980		45,980
Common stock to be purchased through warrants (in shares)		16,000,000
Proceeds from Issuance of Warrants		$ 40
Increase in fair value		66,366
(Loss) gain on change in fair value of derivatives - related party		$ 26,366
May 2023 warrants \| Common stock
Class of Warrant or Right [Line Items]
Common stock to be purchased through warrants (in shares)	3,601,980
May 2023 warrants \| Common stock \| Related Party
Class of Warrant or Right [Line Items]
Warrants liability - related party			$ 10,925		$ 10,925
Common stock to be purchased through warrants (in shares)	3,601,980
Proceeds from Issuance of Warrants	$ 8
Increase in fair value	13,267
(Loss) gain on change in fair value of derivatives - related party	$ 5,267

Income Taxes - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 2	$ (23)	$ 12	$ (65)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Fair Value Measurement

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurement

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, contract assets, accounts payable, warrants, convertible notes payable — related party, contract liabilities and long-term debt.

Accounting standards establish a hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Accounting standards require financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and the exercise of this judgment may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments.

The table below summarizes the fair values of certain liabilities that are included within the Company’s accompanying unaudited condensed consolidated balance sheets, and their designations among the three fair value measurement categories:


	June 30, 2023						December 31, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
Warrants liabilities	$	—	$	455	$	56,905	$	—	$	78	$	—
Embedded derivative liabilities	$	—	$	—	$	42,767	$	—	$	—	$	1,945

Warrants Liabilities

The IPO warrants are classified as Level 2 financial instruments in the table above. They are valued on the basis of the quoted price of the Company’s public warrants, adjusted for insignificant difference between the public warrants and the private placement warrants.

The April 2023 warrants and May 2023 warrants are classified as Level 3 financial instruments in the table above. The Company estimated the fair value of the April 2023 warrants and May 2023 warrants using the Black-Scholes model at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, risk-free interest rate, volatility, and time to expiration. The volatility involves unobservable inputs classified as Level 3 of the fair value hierarchy. The assumptions used to determine the fair value of the April 2023 and May 2023 warrants are as follows:


April 2023 warrants	June 30, 2023			April 12, 2023
Time to expiration	5.29 years			5.51 years
Common stock price	$	4.34		$	2.61
Risk-free interest rate	4.1		%	3.4		%
Volatility	65.0		%	70.0		%

May 2023 warrants	June 30, 2023			May 15, 2023
Time to expiration	5.04 years			5.17 years
Common stock price	$	4.34		$	2.31
Risk-free interest rate	4.1		%	3.4		%
Volatility	65.0		%	70.0		%

Embedded derivatives

The Company estimated the fair value of the embedded conversion features using a binomial lattice model at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, dividend yield, risk-free interest rate, the effective debt yield and expected volatility. The effective debt yield and volatility involve unobservable inputs classified as Level 3 of the fair value hierarchy. The assumptions used to determine the fair value of the embedded derivative liabilities are as follows:


2021 Convertible Notes Payable	June 30, 2023		December 31, 2022
Term	3.0 years		3.5 years
Dividend yield	—	%	—	%
Risk-free interest rate	4.4	%	4.1	%
Volatility	65.0	%	80.0	%
Effective debt yield	40.0	%	25.0	%

AFG Convertible Notes Payable	June 30, 2023		January 18, 2023
Term	3.0 years		3.5 years
Dividend yield	—	%	—	%
Risk-free interest rate	4.4	%	3.6	%
Volatility	65.0	%	70.0	%
Effective debt yield	40.0	%	40.0	%

Level 3 liabilities are measured at fair value on a recurring basis using significant unobservable inputs. The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying unaudited condensed consolidated balance sheets and are designated as Level 3:


Level 3	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Embedded derivatives
Balance at beginning of the period	$	21,255	$	4,664	$	1,945	$	12,359
Additions	15,820		21		42,191		21
Loss (gain) on change in fair value of derivatives - related party	5,692		(3,978)		(1,369)		(11,673)
Balance at end of the period	$	42,767	$	707	$	42,767	$	707

Warrants
Balance at beginning of the period	$	—	$	—	$	—	$	—
Additions	29,553		—		29,553		—
Loss on change in fair value of derivatives - related party	27,352		—		27,352		—
Balance at end of the period	$	56,905	$	—	$	56,905	$	—

The estimated fair value of financial instruments not carried at fair value in the unaudited condensed consolidated balance sheets was as follows:


	Level in Fair Value Hierarchy	June 30, 2023				December 31, 2022
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	863	$	707	$	863	$	677
2021 Convertible Notes*	3	91,862		52,860		82,950		62,421
Senior Secured Term Loan	3	83,503		60,430		81,616		77,576
AFG Convertible Notes*	3	50,053		50,613		—		—
Equipment financing facility	3	7,196		3,432		8,577		6,282
Yorkville Convertible Notes*	3	—		—		2,688		2,908
Total		$	233,477	$	168,042	$	176,694	$	149,864

*Includes the embedded derivative liabilities.

- 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

Fair Value Measurement - Estimated Fair Value of Financial Instruments Not Carried at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jan. 18, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 232,614		$ 175,831
Carrying Value	233,477		176,694
Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	863		863
2021 Convertible Notes Payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	91,862		82,950
Senior Secured Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	83,503		81,616
AFG Convertible Notes Payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value		$ 16,623
Carrying Value	50,053		0
Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	7,196		8,577
Yorkville Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	0		2,688
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	168,042		149,864
Level 3 \| Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	707		677
Level 3 \| 2021 Convertible Notes Payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	52,860		62,421
Level 3 \| Senior Secured Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	60,430		77,576
Level 3 \| AFG Convertible Notes Payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	50,613		0
Level 3 \| Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	3,432		6,282
Level 3 \| Yorkville Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 0		$ 2,908

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Capitalized cost	$ 130		$ 130
Amortization of capitalized computer software cost	10		20
Patents
Finite-Lived Intangible Assets [Line Items]
Gross patents value	$ 400		$ 400
Patents useful lives	10 years		10 years
Patents amortization expenses	$ 10	$ 10	$ 20	$ 20
Software
Finite-Lived Intangible Assets [Line Items]
Patents useful lives	3 years		3 years

Cash, Cash Equivalents and Restricted Cash (Tables)

6 Months Ended

Jun. 30, 2023

Cash and Cash Equivalents [Abstract]

Schedule of Cash, Cash Equivalents, and Restricted Cash


	June 30, 2023		June 30, 2022
Cash and cash equivalents	$	23,243	$	16,273
Restricted cash (1)	3,363		1,255
Long-term restricted cash	11,550		—
Total cash, cash equivalents, and restricted cash	$	38,156	$	17,528

(1) Restricted cash, current.

Schedule of Cash, Cash Equivalents, and Restricted Cash


	June 30, 2023		June 30, 2022
Cash and cash equivalents	$	23,243	$	16,273
Restricted cash (1)	3,363		1,255
Long-term restricted cash	11,550		—
Total cash, cash equivalents, and restricted cash	$	38,156	$	17,528

(1) Restricted cash, current.

Property, Plant and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 33,667	$ 39,129
Less: Accumulated depreciation	(13,984)	(11,960)
Total property, plant and equipment, net	19,683	27,169
Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 20,887	23,653
Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	5 years
Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	10 years
Finance lease
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 379	379
Estimated Useful lives	5 years
Furniture
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,895	1,868
Furniture \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	5 years
Furniture \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	10 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 7,098	6,303
Tooling
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 3,408	$ 6,926
Tooling \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	2 years
Tooling \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	3 years

Accrued Expenses

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses were as follows:


	June 30, 2023		December 31, 2022
Accrued payroll	$	4,232	$	2,706
Warranty reserve (1)	4,421		3,836
Accrued legal and professional expenses	2,574		840
Provision for contract losses	2,166		2,561
Insurance premium payable, current	2,861		2,607
Other	4,633		2,809
Total accrued expenses	$	20,887	$	15,359

(1) Refer to the table below for the warranty reserve activity for the three and six months ended June 30, 2023.

The following table summarizes warranty reserve activity:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Warranty reserve - beginning of period	$	3,972	$	3,240	$	3,836	2,112
Additions for current period deliveries	41		828		398		1,501
Changes in the warranty reserve estimate	708		366		708		1,321
Warranty costs incurred	(300)		(798)		(521)		(1,298)
Warranty reserve - end of period	$	4,421	$	3,636	$	4,421	$	3,636

Property, Plant and Equipment, Net - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense related to property and equipment	$ 2,444	$ 1,261	$ 5,111	$ 2,246

Overview (Details) $ in Thousands	3 Months Ended		6 Months Ended
Overview (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments \| segment			1
Number of reportable segments \| segment			1
Net loss	$ (131,630)	$ (56,687)	$ (203,230)	$ (102,478)
Net cash used in operating activities			(75,582)	(86,992)
Accumulated deficit	(849,570)		(849,570)		$ (646,340)
Cash and cash equivalents	23,243	$ 16,273	23,243	$ 16,273	$ 17,076
Working capital	20,930		20,930
Outstanding debt	$ 3,093		$ 3,093

- Definition

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

+ References

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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The Company primarily earns revenue from sales of its energy storage systems and services including installation, commissioning, and extended warranty services. Product revenues, which are generally recognized at a point in time, and service revenues, which are generally recognized over time, are as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Product revenue	$	249	$	5,771	$	8,924	$	9,065
Service revenue	—		124		$	160	$	128
Total revenues	$	249	$	5,895	$	9,084	$	9,193

For the three months ended June 30, 2023, the Company had one customer that accounted for 100.0% of the total revenue and for the six months ended June 30, 2023, we had one customer that accounted for 97.8% of the total revenue, respectively.

For the three months ended June 30, 2022, the Company had one customer that accounted for 89.6% of the total revenue and for the six months ended June 30, 2022, we had two customers that accounted for 73.1% and 12.7%, respectively.

Lessor revenue

The Company leases battery energy storage systems to one customer through a sales-type lease with a 20-year term. For the three and six months ended June 30, 2022, the Company recognized revenue of $128 and $1,166 from the sales-type lease, respectively. No revenue was recognized from the sales-type lease for the three and six months ended June 30, 2023.

Contract assets and Contract liabilities


	June 30, 2023		December 31, 2022
Contract assets	$	2,106	$	2,000
Contract liabilities	$	3,335	$	4,806

The Company recognizes contract assets for certain contracts in which revenue recognition performance obligations have been satisfied but invoicing to the customer has not yet occurred. Contract liabilities primarily relate to consideration received from customers in advance of the Company’s satisfying performance obligations under contractual arrangements. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.

Contract assets increased by $106 during the six months ended June 30, 2023 due to recognition of revenues for which invoicing has not yet occurred. Contract liabilities decreased by $1,471 during the six months ended June 30, 2023, reflecting $3,450 of revenue recognized from customers, partially offset by $1,979 in customer advance payments during the six months ended June 30, 2023 that was included in the contract liability balance at the beginning of the period.

Contract liabilities of $2,379 as of June 30, 2023 are expected to be recognized within the next twelve months and long-term contract liabilities of $956 are expected to be recognized as revenue over approximately the next one to two years. Contract assets of $2,036 as of June 30, 2023 are expected to be recognized within the next twelve months. Long-term contract assets of $70 are expected to be recognized as accounts receivable over approximately the next two years.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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+ Details

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Lease Commitments The Company has lease commitments under lease agreements. As of June 30, 2023, future lease payments amounted to $6,165. Minimum Volume Commitment In June 2022, the Company entered into a long-term supply agreement with a minimum volume commitment with a third party, which provides services to process certain raw materials. Any purchase order issued under this supply agreement will be non-cancellable. To the extent the Company fails to order the guaranteed minimum volume defined in the contract at the end of the term, the Company is required to pay the counterparty an amount equal to the shortfall, if any, multiplied by a fee. As of June 30, 2023, the Company had open purchase commitments of $231 under this agreement. The Company believes that the probability of failing to meet the minimum volume commitment is remote and no shortfall penalty has been accrued as of June 30, 2023. Legal Proceedings Delaware Section 205 Petition On November 12, 2020, BMRG, the predecessor to the Company, held a special meeting of stockholders (the “BMRG Special Meeting”) to approve certain matters relating to the business combination between BMRG and Eos Energy Storage LLC. One of these matters was a proposal to amend and restate BMRG’s certificate of incorporation in order to, among other things, increase the number of authorized shares of common stock from 125,000,000 shares of common stock, consisting of 100,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock, to 200,000,000 shares of common stock, and to reclassify all Class A common stock and Class B common stock as a single class of common stock (the “Charter Amendment Proposal”). The Charter Amendment Proposal was approved by a majority of the outstanding shares of Class A common stock and Class B common stock of BMRG as of the record date for the BMRG Special Meeting, voting together as a single class, although voting records indicate that a majority of each of the shares of Class A common stock and Class B common stock also approved the Charter Amendment Proposal. After the BMRG Special Meeting, BMRG and Eos Energy Storage LLC closed the business combination and the Company’s certificate of incorporation, as amended to give effect to the Charter Amendment Proposal, became effective. A recent ruling by the Delaware Court of Chancery introduced uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”) would have required the Charter Amendment Proposal to be approved by separate votes of the majority of BMRG’s then-outstanding shares of Class A common stock and Class B common stock. To resolve potential uncertainty with respect to the Company’s capital structure, the Company filed a petition in the Delaware Court of Chancery under Section 205 of the DGCL to seek validation of the Charter Amendment Proposal. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts. On February 27, 2023, the Court of Chancery approved the Company’s request for relief and entered an order under Section 205 of the Delaware General Corporation Law (1) declaring the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”), including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the Secretary of State of the State of Delaware on November 16, 2020, and all amendments effected thereby and (2) ordering that the Company’s securities (and the issuance of the securities) described in the Petition and any other securities issued in reliance on the validity of the Charter are validated and declared effective, each as of the original issuance dates. Class Action Complaints On March 8, 2023, Plaintiff Richard Delman filed a class action complaint (the “March Complaint”) in the Court of Chancery of the State of Delaware. The March Complaint names certain of the Company’s former directors as defendants. Neither the Company nor Eos Energy Storage LLC was named as a defendant in the March Complaint, but each was identified as a relevant non-party and the Company owes certain indemnification obligations relating to the lawsuit to the Company’s former directors. On August 1, 2023, a class action complaint was filed against the Company, its Chief Executive Officer, its Chief Financial Officer, and its former Chief Financial Officer (the “August Complaint”) in the United States District Court, District of New Jersey. The August Complaint asserts violations of the federal securities laws in connection with statements and alleged omissions relating to the Company’s business, prospects and reported backlog. The Company believes the August Complaint is without merit and intends to vigorously defend against this action.

Shareholders’ Deficit (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share

The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	For the Three and Six Months Ended June 30,
	2023	2022
Stock options and restricted stock units	6,279,623	8,080,793
Public and private placement warrants	26,928,634	7,326,654
Convertible Notes (if converted)	14,836,450	8,692,061

Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 2,304	$ 3,434	$ 5,667	$ 7,377
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	239	509	979	1,420
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 2,065	$ 2,925	$ 4,688	$ 5,957

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants Liability - Related Party	6 Months Ended
Warrants Liability - Related Party	Jun. 30, 2023
Other Liabilities Disclosure [Abstract]
Warrants Liability - Related Party	Warrants Liability - Related Party The Company issued private placement warrants to purchase shares of common stock to the sponsor of B. Riley Principal Merger Corp. II (“BMRG”) in conjunction with its initial public offering in 2020 (the “IPO warrants”). As of June 30, 2023 and December 31, 2022, 325,000 IPO warrants were outstanding with fair values of $455 and $78, respectively. In April 2023, the Company issued 16,000,000 shares of common stock and 16,000,000 private placement warrants to purchase shares of common stock, and in May 2023, the Company issued another 3,601,980 shares of common stock and 3,601,980 private placement warrants to purchase shares of common stock. The proceeds from the April 2023 and May 2023 Transactions were $40,000, and $8,000, respectively. The fair value of the warrants and common stock for the April 2023 and May 2023 Transactions at issuance was $66,366 and $13,267, respectively, which was greater than the proceeds. As such, the Company recorded the excess as losses in the amounts of $26,366 and $5,267, respectively, as a component of (loss) gain on change in fair value of derivatives - related party in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. The warrants issued as part of the April 2023 Transaction and May 2023 Transaction (“April 2023 warrants” and “May 2023 warrants”, respectively) are classified as Level 3 financial instruments in the fair value hierarchy (refer to Note 15, Fair Value Measurement). As of June 30, 2023, the April 2023 and May 2023 warrants were outstanding with fair values of $45,980 and $10,925, respectively. For all warrants in aggregate, the change in fair value for the three months ended June 30, 2023 and 2022 amounted to increases in the liability of $27,574 and $270 , respectively. The fair value of the warrant liability for the six months ended June 30, 2023 and 2022 increased by $27,730 and $837, respectively. The change has been recognized in (loss) gain on change in fair value of derivatives - related party in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its 100% owned, direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the unaudited condensed consolidated financial statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2022 Annual Report on Form 10-K. These interim results are not necessarily indicative of results for the full year.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification of Prior Year Presentation	Reclassification of Prior Year PresentationCertain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Government Grants	Government Grants The Company records grants received or receivable from government agencies as an offset to the related costs for which the grants are intended to compensate the Company. The costs of satisfying the Company’s obligations under the respective grant agreements are recognized as expense when incurred. The Company recognizes grant money once it is reasonably assured that the Company will comply with the conditions of the grant.
Recent Accounting Pronouncements	Recent Accounting Pronouncements There were no new accounting standards or updates during the six months ended June 30, 2023 that would have a material impact on the Company’s unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands	Total	Common stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balances (in shares) at Dec. 31, 2021		53,786,632
Beginning balances at Dec. 31, 2021	$ 32,447	$ 5	$ 448,969	$ 0	$ (416,527)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	7,377		7,377
Exercise of warrants (in shares)		600
Exercise of warrants	7		7
Release of restricted stock units (in shares)		427,607
Cancellation of shares used to settle payroll tax withholding (in shares)		(128,156)
Cancellation of shares used to settle payroll tax withholding	(852)		(852)
Issuance of common stock (in shares)		3,967,939
Issuance of common stock	4,604	$ 1	4,603
Commitment fee for SEPA settled by common stock (in shares)		465,117
Commitment fee for SEPA settled by common stock	1,061		1,061
Foreign currency translation adjustment, net of tax	5			5
Net loss	(102,478)				(102,478)
Ending balances (in shares) at Jun. 30, 2022		58,519,739
Ending balances at Jun. 30, 2022	(57,829)	$ 6	461,165	5	(519,005)
Beginning balances (in shares) at Mar. 31, 2022		53,980,608
Beginning balances at Mar. 31, 2022	(10,220)	$ 5	452,093	0	(462,318)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	3,434		3,434
Exercise of warrants (in shares)		0
Release of restricted stock units (in shares)		121,956
Cancellation of shares used to settle payroll tax withholding (in shares)		(15,881)
Cancellation of shares used to settle payroll tax withholding	(26)		(26)
Issuance of common stock (in shares)		3,967,939
Issuance of common stock	4,604	$ 1	4,603
Commitment fee for SEPA settled by common stock (in shares)		465,117
Commitment fee for SEPA settled by common stock	1,061		1,061
Foreign currency translation adjustment, net of tax	5			5
Net loss	(56,687)				(56,687)
Ending balances (in shares) at Jun. 30, 2022		58,519,739
Ending balances at Jun. 30, 2022	$ (57,829)	$ 6	461,165	5	(519,005)
Beginning balances (in shares) at Dec. 31, 2022	82,653,781	82,653,781
Beginning balances at Dec. 31, 2022	$ (132,711)	$ 9	513,614	6	(646,340)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	5,667		5,667
Exercise of stock options (in shares)		200,000
Exercise of stock options	268		268
Exercise of warrants (in shares)		0
Release of restricted stock units (in shares)		1,513,333
Cancellation of shares used to settle payroll tax withholding (in shares)		(290,071)
Cancellation of shares used to settle payroll tax withholding	(451)		(451)
Issuance of common stock (in shares)		43,232,917
Issuance of common stock	100,913	$ 5	100,908
Foreign currency translation adjustment, net of tax	3			3
Net loss	$ (203,230)				(203,230)
Ending balances (in shares) at Jun. 30, 2023	127,309,960	127,309,960
Ending balances at Jun. 30, 2023	$ (229,541)	$ 14	620,006	9	(849,570)
Beginning balances (in shares) at Mar. 31, 2023		95,222,670
Beginning balances at Mar. 31, 2023	(175,597)	$ 10	542,326	7	(717,940)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	2,304		2,304
Exercise of stock options (in shares)		200,000
Exercise of stock options	268		268
Exercise of warrants (in shares)		0
Release of restricted stock units (in shares)		598,127
Cancellation of shares used to settle payroll tax withholding (in shares)		(43,354)
Cancellation of shares used to settle payroll tax withholding	(106)		(106)
Issuance of common stock (in shares)		31,332,517
Issuance of common stock	75,218	$ 4	75,214
Foreign currency translation adjustment, net of tax	2			2
Net loss	$ (131,630)				(131,630)
Ending balances (in shares) at Jun. 30, 2023	127,309,960	127,309,960
Ending balances at Jun. 30, 2023	$ (229,541)	$ 14	$ 620,006	$ 9	$ (849,570)

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events through the issuance date of these financial statements. Class Action Complaint On August 1, 2023, a class action complaint was filed against the Company, its Chief Executive Officer, its Chief Financial Officer, and its former Chief Financial Officer (the “August Complaint”) in the United States District Court, District of New Jersey. The August Complaint asserts violations of the federal securities laws in connection with statements and alleged omissions relating to the Company’s business, prospects and reported backlog. The Company believes the August Complaint is without merit and intends to vigorously defend against this action.

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 09, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-39291
Entity Registrant Name	EOS ENERGY ENTERPRISES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4290188
Entity Address, Address Line One	3920 Park Avenue
Entity Address, City or Town	Edison
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08820
City Area Code	732
Local Phone Number	225-8400
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		133,994,506
Entity Central Index Key	0001805077
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Common stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	EOSE
Security Exchange Name	NASDAQ
Public and private placement warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of common stock
Trading Symbol	EOSEW
Security Exchange Name	NASDAQ

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	127,309,960	82,653,781
Common stock, shares outstanding (in shares)	127,309,960	82,653,781
Preferred stock issued per unit (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Liabilities


	June 30, 2023						December 31, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
Warrants liabilities	$	—	$	455	$	56,905	$	—	$	78	$	—
Embedded derivative liabilities	$	—	$	—	$	42,767	$	—	$	—	$	1,945

Schedule of Assumptions used to determine Fair Value of Warrants and Embedded Derivative Liabilities

The assumptions used to determine the fair value of the April 2023 and May 2023 warrants are as follows:


April 2023 warrants	June 30, 2023			April 12, 2023
Time to expiration	5.29 years			5.51 years
Common stock price	$	4.34		$	2.61
Risk-free interest rate	4.1		%	3.4		%
Volatility	65.0		%	70.0		%

May 2023 warrants	June 30, 2023			May 15, 2023
Time to expiration	5.04 years			5.17 years
Common stock price	$	4.34		$	2.31
Risk-free interest rate	4.1		%	3.4		%
Volatility	65.0		%	70.0		%

Embedded derivatives

The assumptions used to determine the fair value of the embedded derivative liabilities are as follows:


2021 Convertible Notes Payable	June 30, 2023		December 31, 2022
Term	3.0 years		3.5 years
Dividend yield	—	%	—	%
Risk-free interest rate	4.4	%	4.1	%
Volatility	65.0	%	80.0	%
Effective debt yield	40.0	%	25.0	%

AFG Convertible Notes Payable	June 30, 2023		January 18, 2023
Term	3.0 years		3.5 years
Dividend yield	—	%	—	%
Risk-free interest rate	4.4	%	3.6	%
Volatility	65.0	%	70.0	%
Effective debt yield	40.0	%	40.0	%

Schedule of Liabilities Measured at Fair Value

The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying unaudited condensed consolidated balance sheets and are designated as Level 3:


Level 3	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Embedded derivatives
Balance at beginning of the period	$	21,255	$	4,664	$	1,945	$	12,359
Additions	15,820		21		42,191		21
Loss (gain) on change in fair value of derivatives - related party	5,692		(3,978)		(1,369)		(11,673)
Balance at end of the period	$	42,767	$	707	$	42,767	$	707

Warrants
Balance at beginning of the period	$	—	$	—	$	—	$	—
Additions	29,553		—		29,553		—
Loss on change in fair value of derivatives - related party	27,352		—		27,352		—
Balance at end of the period	$	56,905	$	—	$	56,905	$	—

Schedule of Estimated Fair Value of Financial Instruments Not Carried at Fair Value

The estimated fair value of financial instruments not carried at fair value in the unaudited condensed consolidated balance sheets was as follows:


	Level in Fair Value Hierarchy	June 30, 2023				December 31, 2022
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	863	$	707	$	863	$	677
2021 Convertible Notes*	3	91,862		52,860		82,950		62,421
Senior Secured Term Loan	3	83,503		60,430		81,616		77,576
AFG Convertible Notes*	3	50,053		50,613		—		—
Equipment financing facility	3	7,196		3,432		8,577		6,282
Yorkville Convertible Notes*	3	—		—		2,688		2,908
Total		$	233,477	$	168,042	$	176,694	$	149,864

*Includes the embedded derivative liabilities.

Accrued Expenses - Warranty Reserve Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty reserve - beginning of period	$ 3,972	$ 3,240	$ 3,836	$ 2,112
Additions for current period deliveries	41	828	398	1,501
Changes in the warranty reserve estimate	708	366	708	1,321
Warranty costs incurred	(300)	(798)	(521)	(1,298)
Warranty reserve - end of period	$ 4,421	$ 3,636	$ 4,421	$ 3,636

Borrowings - Interest Expense (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jan. 18, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
2021 Convertible Notes Payable \| Convertible Notes
Debt Instrument [Line Items]
Contractual interest expense		$ 1,637	$ 1,544	$ 3,274	$ 3,087
Amortization of debt discount		1,250	924	2,457	1,467
Amortization of debt issuance costs		122	90	239	177
Total		3,009	$ 2,558	5,970	$ 4,731
AFG Convertible Note - Related Party
Debt Instrument [Line Items]
Total	$ 2,873
AFG Convertible Note - Related Party \| Convertible Notes
Debt Instrument [Line Items]
Contractual interest expense		860		1,639
Amortization of debt discount		210		358
Amortization of debt issuance costs		59		101
Total		1,129		2,098
Senior Secured Term Loan \| Secured Debt
Debt Instrument [Line Items]
Contractual interest expense		3,453		6,826
Amortization of debt discount		99		192
Amortization of debt issuance costs		873		1,695
Total		$ 4,425		$ 8,713

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions 2021 Convertible Notes Payable In July 2021, the Company issued $100,000 aggregate principal amount of convertible notes to Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc. (the “2021 Convertible Notes”). In connection with these 2021 Convertible Notes, the Company paid $3,000 to B. Riley Securities, Inc., a related party, who acted as a placement agent. Refer to Note 12, Borrowings, for additional information. AFG Convertible Notes In January 2023, the Company issued and sold $13,750 of 26.5% Convertible Senior PIK Notes due 2026 (“AFG Convertible Notes”) to Great American Insurance Company, Ardsley Partners Renewable Energy, LP, CCI SPV III, LP, Denman Street LLC, John B. Berding Irrevocable Children’s Trust, John B. Berding, and AE Convert, LLC, a Delaware limited liability company managed by Russell Stidolph, a related party as Mr. Stidolph is a director of the Company (together, the “Purchasers”). In connection with the issuance and sale of the AFG Convertible Notes, the Company entered into an investment agreement (the “Investment Agreement”) with the Purchasers. Refer to Note 12, Borrowings, for additional information. Warrants Liability The Company has issued private placement warrants to various counterparties since the initial public offering (“IPO”), some of which are exercisable and outstanding as of June 30, 2023 and December 31, 2022. Refer to Note 13, Warrants Liability - Related Party, for additional information. In April 2023 and May 2023, respectively, the Company issued common stock and private placement warrants (the “April 2023 Transaction” and “May 2023 Transaction”, respectively). Refer to Note 18, Shareholders’ Equity and Note 13, Warrants Liability - Related Party for additional information. Standby Equity Purchase Agreement On April 28, 2022, the Company entered into the SEPA. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville shares of its common stock at the Company’s request. See Note 12, Borrowings for pre-advance loans in form of convertible promissory notes and Note 18, Shareholders' Deficit for additional information.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details