0001628280-22-028691 | 10-Q | XBRL Viewer | EOS Energy Enterprises INC

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 02, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
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	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		74,100,703
Entity Central Index Key	0001805077
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
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 - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 38,431	$ 104,831
Restricted cash	1,885	861
Accounts receivable, net (allowance for expected credit losses of $8 and $9)	2,396	1,916
Inventory, net	23,193	12,976
Vendor deposits	9,283	16,653
Notes receivable, net	116	103
Contract assets, current	3,854	1,369
Prepaid expenses	915	2,595
Other current assets	1,562	1,268
Total current assets	81,635	142,572
Property, plant and equipment, net	29,823	12,890
Intangible assets, net	250	280
Goodwill	4,331	4,331
Notes receivable, long-term, net	3,678	3,547
Operating lease right-of-use asset, net	4,546	3,468
Long-term restricted cash	10,731	0
Other assets, net	3,487	2,087
Total assets	138,481	169,175
Current liabilities:
Accounts payable	35,490	12,531
Accrued expenses	15,966	7,674
Accounts payable and accrued expenses - related parties	0	1,200
Operating lease liability, current	1,067	1,084
Note payable, current	0	4,926
Long-term debt, current	2,822	1,644
Contract liabilities, current	465	849
Other current liabilities	31	9
Total current liabilities	55,841	29,917
Long-term liabilities:
Operating lease liability, long-term	4,426	3,224
Note payable, excluding current	0	13,769
Long-term debt, excluding current	81,953	4,727
Convertible notes payable - related party	78,743	84,148
Interest payable - related party	1,590	0
Contract liabilities, long-term	956	0
Warrants liability - related party	137	926
Other liabilities	3,174	17
Total long-term liabilities	170,979	106,811
Total liabilities	226,820	136,728
COMMITMENTS AND CONTINGENCIES (NOTE 16)
SHAREHOLDERS' (DEFICIT) EQUITY
Common Stock, $0.0001 par value, 300,000,000 and 200,000,000 shares authorized, 74,082,289 and 53,786,632 shares outstanding on September 30, 2022 and December 31, 2021, respectively	8	5
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding on September 30, 2022 and December 31, 2021	0	0
Additional paid in capital	501,376	448,969
Accumulated deficit	(589,727)	(416,527)
Accumulated other comprehensive income	4	0
Total shareholders' (deficit) equity	(88,339)	32,447
Total liabilities and shareholders' (deficit) equity	$ 138,481	$ 169,175

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 8	$ 9
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	200,000,000
Common stock, shares issued (in shares)	74,082,289	53,786,632
Common stock, shares outstanding (in shares)	74,082,289	53,786,632
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

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Total revenue	$ 6,065	$ 718	$ 15,258	$ 1,494
Costs and expenses
Cost of goods sold	50,025	12,904	122,468	25,357
Research and development expenses	4,462	5,118	14,889	13,818
Selling, general and administrative expenses	14,651	8,825	48,045	28,952
Loss on pre-existing agreement	0	0	0	30,368
Loss from write-down of property, plant and equipment	496	0	2,501	11
Grant expense, net	0	157	4	113
Total costs and expenses	69,634	27,004	187,907	98,619
Operating loss	(63,569)	(26,286)	(172,649)	(97,125)
Other (expense) income
Interest expense, net	(2,766)	(132)	(3,388)	(307)
Interest expense - related party	(2,960)	(3,611)	(7,798)	(3,611)
Remeasurement of equity method investment	0	0	0	(7,480)
(Loss) gain on change in fair value of derivatives - related party	(416)	10,632	12,094	10,993
Income from equity in unconsolidated joint venture	0	0	0	440
Loss (gain) on debt extinguishment/ (forgiveness)	(942)	1,273	(942)	1,273
Other income (expense)	41	0	(472)	2,194
Loss before income taxes	(70,612)	(18,124)	(173,155)	(93,623)
Tax provision (benefit)	110	0	45	0
Net loss	(70,722)	(18,124)	(173,200)	(93,623)
Other comprehensive income
Foreign currency translation adjustment	(1)	0	4	0
Comprehensive loss	$ (70,723)	$ (18,124)	$ (173,196)	$ (93,623)
Basic and diluted loss per share attributable to common shareholders
Basic (in dollars per share)	$ (1.12)	$ (0.34)	$ (3.00)	$ (1.79)
Diluted (in dollars per share)	$ (1.12)	$ (0.34)	$ (3.00)	$ (1.79)
Weighted average shares of common stock
Basic (in shares)	63,065,884	53,636,894	57,705,811	52,307,820
Diluted (in shares)	63,065,884	53,636,894	57,705,811	52,307,820

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($)	Total	Common stock	Additional Paid-in Capital	Contingently Issuable Common Stock	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balances (in shares) at Dec. 31, 2020		48,943,082
Beginning balances at Dec. 31, 2020	$ 120,785,000	$ 5,000	$ 395,491,000	$ 17,600,000	$ 0	$ (292,311,000)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	10,085,000		10,085,000
Release of Block B Sponsor Earnout Shares from restriction (in shares)		859,000
Issuance of contingently issuable common stock (in shares)		1,999,185
Issuance of Contingently Issuable Common Stock			17,600,000	(17,600,000)
Exercise of stock options (in shares)		123,837
Exercise of stock options	1,074,000		1,074,000
Exercise of warrants (in shares)		1,747,746
Exercise of warrants	20,099,000		20,099,000
Release of restricted stock units (in shares)		25,990
Cancellation of shares used to settle payroll tax withholding	0
Foreign currency translation adjustment	0
Net loss	(93,623,000)					(93,623,000)
Ending balances (in shares) at Sep. 30, 2021		53,698,840
Ending balances at Sep. 30, 2021	58,420,000	$ 5,000	444,349,000	0	0	(385,934,000)
Beginning balances (in shares) at Jun. 30, 2021		53,353,858
Beginning balances at Jun. 30, 2021	68,567,000	$ 5,000	436,372,000	0	0	(367,810,000)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	4,412,000		4,412,000
Exercise of stock options (in shares)		36,660
Exercise of stock options	318,000		318,000
Exercise of warrants (in shares)		282,332
Exercise of warrants	3,247,000		3,247,000
Release of restricted stock units (in shares)		25,990
Cancellation of shares used to settle payroll tax withholding	0
Foreign currency translation adjustment	0
Net loss	(18,124,000)					(18,124,000)
Ending balances (in shares) at Sep. 30, 2021		53,698,840
Ending balances at Sep. 30, 2021	$ 58,420,000	$ 5,000	444,349,000	0	0	(385,934,000)
Beginning balances (in shares) at Dec. 31, 2021	53,786,632	53,786,632
Beginning balances at Dec. 31, 2021	$ 32,447,000	$ 5,000	448,969,000	0	0	(416,527,000)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	10,993,000		10,993,000
Exercise of warrants (in shares)		600
Exercise of warrants	7,000		7,000
Release of restricted stock units (in shares)		567,453
Cancellation of shares used to settle payroll tax withholding (in shares)		(166,690)
Cancellation of shares used to settle payroll tax withholding	(929,000)		(929,000)
Issuance of common stock under conversion of Yorkville Note (in shares)		3,393,663
Issuance of common stock under conversion of Yorkville Note	7,535,000	$ 1,000	7,534,000
Issuance of common stock under ATM offering (in shares)		12,067,575
Issuance of common stock under ATM program	29,139,000	$ 1,000	29,138,000
Issuance of common stock under SEPA (in shares)		3,967,939
Issuance of common stock under SEPA	4,604,000	$ 1,000	4,603,000
Commitment fee for SEPA settled by common stock (in shares)		465,117
Commitment fee for SEPA settled by common stock	1,061,000		1,061,000
Foreign currency translation adjustment	4,000				4,000
Net loss	$ (173,200,000)					(173,200,000)
Ending balances (in shares) at Sep. 30, 2022	74,082,289	74,082,289
Ending balances at Sep. 30, 2022	$ (88,339,000)	$ 8,000	501,376,000	0	4,000	(589,727,000)
Beginning balances (in shares) at Jun. 30, 2022		58,519,739
Beginning balances at Jun. 30, 2022	(57,829,000)	$ 6,000	461,165,000	0	5,000	(519,005,000)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	3,616,000		3,616,000
Exercise of warrants (in shares)		0
Release of restricted stock units (in shares)		139,846
Cancellation of shares used to settle payroll tax withholding (in shares)		(38,534)
Cancellation of shares used to settle payroll tax withholding	(77,000)		(77,000)
Issuance of common stock under conversion of Yorkville Note (in shares)		3,393,663
Issuance of common stock under conversion of Yorkville Note	7,535,000	$ 1,000	7,534,000
Issuance of common stock under ATM offering (in shares)		12,067,575
Issuance of common stock under ATM program	29,139,000	$ 1,000	29,138,000
Foreign currency translation adjustment	(1,000)				(1,000)
Net loss	$ (70,722,000)					(70,722,000)
Ending balances (in shares) at Sep. 30, 2022	74,082,289	74,082,289
Ending balances at Sep. 30, 2022	$ (88,339,000)	$ 8,000	$ 501,376,000	$ 0	$ 4,000	$ (589,727,000)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (173,200)	$ (93,623)
Adjustment to reconcile net loss to net cash used in operating activities
Stock-based compensation	10,993	10,085
Depreciation and amortization	3,847	1,794
Loss from write-down of property, plant and equipment	2,501	11
Loss (gain) on debt extinguishment/ (forgiveness)	942	(1,273)
Amortization of right-of-use assets	635	619
Income from equity in unconsolidated joint venture	0	(440)
Remeasurement of equity method investment	0	7,480
Interest accretion and amortization of debt issuance costs	704	0
Interest accretion and amortization of debt issuance costs - related party	3,121	2,111
Commitment fee for SEPA agreement settled by common stock - related party	1,061	0
Gain on change in fair value of derivatives - related party	(12,094)	(10,993)
Changes in operating assets and liabilities:
Prepaid expenses	1,677	977
Inventory	(10,217)	(2,116)
Accounts receivable	(488)	(1,406)
Vendor deposits	3,960	(7,173)
Contract assets	(2,626)	(13)
Accounts payable	22,047	(339)
Accrued expenses	5,949	1,915
Accounts payable and accrued expenses - related parties	(1,200)	(2,517)
Interest payable - related party	1,590	1,500
Provision for firm purchase commitments	0	(5,475)
Operating lease liabilities	(528)	(586)
Contract liabilities	572	1,122
Note payable	(19,637)	18,530
Other	1,262	(795)
Net cash used in operating activities	(159,129)	(80,605)
Cash flows from investing activities
Investment in notes receivable	(261)	(4,724)
Business acquisition, net of cash acquired	0	(160)
Investment in joint venture	0	(4,000)
Purchases of property, plant and equipment	(18,778)	(11,346)
Net cash used in investing activities	(19,039)	(20,230)
Cash flows from financing activities
Principal payments on finance lease obligations	(6)	(9)
Proceeds from exercise of stock options	0	1,074
Proceeds from exercise of public warrants	7	20,099
Proceeds from issuance of convertible notes - related party, net of issuance cost	7,225	100,000
Proceeds received from the Term Loan, net of discount	92,783	0
Payment of debt issuance costs	(12,703)	(4,369)
Proceeds from equipment financing facility	4,216	7,000
Repayment of equipment financing facility	(1,208)	0
Repurchase of shares from employees for income tax withholding purposes	(929)	0
Repayment of other financing	0	(94)
Net cash provided by financing activities	123,524	123,701
Effect of exchange rate changes on cash and cash equivalents	(1)	0
Net (decrease) increase in cash, cash equivalents and restricted cash	(54,645)	22,866
Cash, cash equivalents and restricted cash, beginning of the period	105,692	121,853
Cash, cash equivalents and restricted cash, end of the period	51,047	144,719
Non-cash investing and financing activities
Accrued and unpaid capital expenditures	1,492	355
Issuance of common stock under conversion of Yorkville Note	7,534	0
Issuance Of Convertible Notes For Interest Paid In Kind	3,087	0
Right-of-use operating lease assets in exchange for lease liabilities	2,112	4,351
Accrued and unpaid debt issuance costs	5,231	0
Supplemental disclosures
Cash paid for interest	2,490	233
ATM
Cash flows from financing activities
Issuance of common stock	29,139	0
Private Placement
Cash flows from financing activities
Issuance of common stock	$ 5,000	$ 0

Nature of Operations and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Nature of Operations and Summary of Significant Accounting Policies	Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Eos Energy Enterprises, Inc. (the “Company” or "Eos") designs, develops, manufactures, and sells innovative energy storage solutions for utility-scale microgrid, and commercial & industrial (“C&I”) applications. Eos has developed a broad range of intellectual property with multiple patents ranging from the unique battery chemistry, mechanical product design, energy block configuration and software operating system (“Battery Management System” or “BMS”). The BMS software uses proprietary, Eos-developed algorithms and includes ambient and battery temperature sensors, as well as voltage and electrical current sensors for the electrical strings and the system. Eos focuses on developing and selling safe, reliable, long-lasting and low-cost turn-key alternating current (“AC”) integrated systems using Eos’ direct current (“DC”) battery energy storage system. The Company has a manufacturing facility in Turtle Creek, Pennsylvania to produce DC energy blocks with an integrated BMS. The Company’s primary applications focus on integrating battery storage solutions with: (1) renewable energy systems that are connected to the utility power grid; (2) renewable energy systems that are not connected to the utility power grid; (3) energy systems utilized to relieve congestion; and (4) storage systems to assist C&I customers in reducing their peak energy usage or participating in the utilities ancillary and demand response markets. The Company’s major market is North America with opportunistic growth opportunities in Europe, Oceania, Africa, and Asia. Unless the context otherwise requires, the use of the terms “Eos,” “the Company,” “we,” “us,” and “our” in these notes to the unaudited condensed consolidated financial statements refers to Eos Energy Enterprises, Inc. and its consolidated subsidiaries. Liquidity and Going Concern Under U.S. GAAP, the Company is required to perform a two-step analysis of its ability to continue as a going concern: It must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued or available to be issued (Step 1). If the Company concludes that substantial doubt is raised, it is also required to consider whether the Company’s plans alleviate the substantial doubt (Step 2). The Company continues to scale its operations, including deploying additional capital for capacity expansion to meet current customer demand. To date, the Company has incurred significant recurring losses and net operating cash outflows from operations. Operating expenses consist primarily of costs related to the Company’s research and development, sales activities, and recurring general and administrative expenses. Management and the Company’s Board of Directors expect the Company will eventually reach a scale of profitability through the sale of battery energy storage systems and other complementary products and services, and therefore, the Company believes the current stage of the Company’s lifecycle justifies continued intensive investment in the development and launch of products. Accordingly, the Company expects to continue to incur significant losses and net operating cash outflows from operations for the foreseeable future and to continue to require additional capital to fund the Company’s operations and obligations as they become due, including funding that is necessary to continue to scale up the Company’s operations to allow for the delivery of backlog, to secure additional order opportunities for its battery storage systems, and to continue to invest in research and development. As of September 30, 2022, the Company had total assets of $138,481, including cash, cash equivalents and restricted cash of $51,047 (refer to Note 4, Cash, Cash Equivalents and Restricted Cash), total liabilities of $226,820, which includes the total amounts owed on the Company’s outstanding convertible notes payable of $78,743 and long-term debt of $84,775 (refer to Note 12, Borrowings) and a total accumulated deficit of $589,727, which is primarily attributable to the significant recurring losses the Company has accumulated since inception. The Company used cash in operating activities of $159,129 for the nine months ended September 30, 2022. The Company has historically relied on outside capital to fund its cost structure and expects this reliance to continue for the foreseeable future until the Company reaches profitability through its planned revenue generating activities. During the third quarter of 2022, the Company obtained the following additional financing: (a) the Company borrowed $94,681 under a Senior Secured Term Loan agreement (the “Term Loan”) to fund the Company’s manufacturing capacity, repay an existing outstanding note, and for general corporate purposes; (b) the Company borrowed an additional $4,216 under the equipment financing facility with Trinity Capital, Inc.; and (c) the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) with respect to an at-the-market offering program. Under the at-the-market-offering program, the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price up to $100,000 through Cowen as sales agent and/or principal. The Company will pay Cowen a commission equal to 3.0% of the gross sales proceeds of any shares of the Company’s common stock sold through Cowen. In the third quarter, under this at-the-market program, the Company issued and sold a total of 12,067,575 shares and raised $30,040 ($29,139 net of commissions) at an average selling price of $2.49 per share. The Term Loan agreement contains customary affirmative and negative covenants, which 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 (refer to Note 12, Borrowings). The Company was in compliance with all Term Loan covenants as of September 30, 2022. In the second quarter of 2022, the Company entered into a $200,000 common stock Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. an affiliate of Yorkville Advisors, which was subsequently amended on June 13, 2022. The SEPA gives the Company the right, but not the obligation, to sell up to $200,000 of common equity to Yorkville at times of the Company’s choosing during the two-year term of the agreement. The SEPA provides for shares to be issued to Yorkville at a discounted price of 97.0% of the 3-day volume-weighted average price following notification to Yorkville that the Company seeks to draw upon the facility (refer to Note 11, Related Party Transactions and Note 12, Borrowings). Through the date of this filing, funds raised under the SEPA were $12,500; the Company did not utilize the SEPA in the third quarter. As previously reported, the Company has moved through Part I of the application under the U.S. Department of Energy’s Loan Guarantee Solicitation for Applications for Renewable Energy Projects and Efficient Energy Projects (the “DOE Loan Program”) and submitted an application under Part II of the loan program in May 2022. In September 2022, the Company was invited to the due diligence stage of the DOE Loan Program. During this stage, the Company and the DOE will work to negotiate a term sheet setting out the principal terms and conditions of the loan. This work provides the DOE the foundation to advance the loan towards a conditional commitment. However, the DOE invitation to the due diligence stage is not an assurance that the DOE will offer a conditional commitment, or that the Company will secure a loan under the DOE Loan Program. The Company is seeking additional capital through securities offerings, other financing arrangements and grants to raise additional funding to support its operations. There can be no assurance that the Company will be able to utilize the full value under the Sales Agreement with Cowen, utilize the SEPA to its full $200,000 capacity, successfully complete the DOE Loan Program, or otherwise be able to obtain new funding from other sources on terms acceptable to the Company, on a timely basis, or at all. As of the date the accompanying condensed consolidated financial statements were issued, management concluded that the Company did not have sufficient capital on hand to support its current cost structure for twelve months after the date the accompanying condensed consolidated financial statements were issued. The Company expects to continue to incur significant losses and net operating cash outflows from operations for the foreseeable future. The Company expects to continue to require additional capital to fund operations and meet its obligations as they become due. The Company believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital, on acceptable terms, or at all, the Company may have to significantly delay, scale back or ultimately discontinue the development or commercialization of its product and/or consider a sale or other strategic transactions. The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going-concern, which contemplates the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. The accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. Basis of Presentation The accompanying 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 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”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These interim results are not necessarily indicative of results for the full year. 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. Foreign Currency The Company follows the provisions of ASC 830, Foreign Currency Matters. The Company’s foreign subsidiaries use the local currency of their respective countries as their functional currency. The assets and liabilities of foreign operations are translated at the exchange rates in effect at the balance sheet date. The operating results of foreign operations are translated at weighted average exchange rates. The related translation gains or losses are reported as a separate component of shareholders’ (deficit) equity in accumulated other comprehensive loss. Gains and losses from foreign currency transactions, which were insignificant for the three and nine months ended September 30, 2022 and 2021, are included as other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2016-02, Leases (“Topic 842”), using the transition method introduced by ASU 2018-11, which does not require revisions to comparative periods. The adoption of the new standard resulted in the recording of lease assets and lease liabilities of $3,662 and $4,465, respectively, as of January 1, 2021. The difference between the lease assets and lease liabilities primarily relates to deferred rent recorded in accordance with the previous leasing guidance. The new standard did not materially impact the Company’s condensed consolidated statements of operations and comprehensive loss or statements of cash flows. On January 1, 2021, the Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses (“Topic 326”), and the subsequent amendments. The standard sets forth an expected credit loss model which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements As of September 30, 2022, the Company implemented all applicable new accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that were in effect. There were no new standards or updates issued during the nine months ended September 30, 2022 that would have a material impact on the Company’s condensed consolidated financial statements.

Acquisition

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition

On April 8, 2021, the Company entered into a unit purchase agreement (the “Purchase Agreement”) with Holtec Power, Inc. (“Holtec”). In accordance with the terms and conditions of which the Company purchased from Holtec the remaining 51% interest in HI-POWER, LLC (“Hi-Power”) that was not already owned by the Company. Hi-Power was incorporated as a joint venture between the Company and Holtec in 2019. In connection with the transaction, the Company also entered into a transition services agreement and a sublease with Holtec. The transaction closed on April 9, 2021. Following the consummation of the transactions set forth in the Purchase Agreement (the “Transactions”), Hi-Power became a 100% indirect, wholly-owned subsidiary of the Company and the obligations of the parties under the Hi-Power joint venture terminated.

The aggregate purchase price of $25,000 shall be paid pursuant to the following schedule: $5,000 on each of May 31, 2021, May 31, 2022, May 31, 2023, May 31, 2024, and May 31, 2025, as evidenced by a secured promissory note secured by the assets of the Company. The Purchase Agreement also required that the Company pay to Holtec, on the closing of the Transactions, an amount in cash equal to $10,283. Total payments to Holtec under this Purchase Agreement will be $35,283. During the third quarter of 2022, the Company repaid all outstanding amounts under the Purchase Agreement, which resulted in a loss on debt extinguishment of $942.

The fair value of these payments was $33,474 at the Acquisition Date and included $32,750 allocated to the termination of a pre-existing agreement with Holtec and $724 allocated to the acquisition.

The obligations and rights of both parties under the pre-existing Joint Venture Agreement were terminated at the time of acquisition and $32,750 of the fair value of the consideration transferred was allocated to the termination of the agreement, which resulted in a loss on the pre-existing agreement of $— and $30,368 for the three and nine months ended September 30, 2021, respectively.

Prior to the acquisition of the remaining 51% ownership interest in Hi-Power, the Company accounted for its initial 49% ownership interest in Hi-Power as an unconsolidated joint venture under the equity method of accounting. In connection with the acquisition of the remaining 51% ownership interest in Hi-Power, the Company’s condensed consolidated financial statements include all of the accounts of Hi-Power, and all intercompany balances and transactions have been eliminated in consolidation. The results of operations of Hi-Power have been included in the Company’s condensed consolidated financial statements since the date of acquisition.

The consideration transferred for the 100% ownership interest in connection with the acquisition, net of intercompany balances between the Company and Hi-Power, totaled $418, of which $205 represents the fair value of the Company’s previously held 49% ownership interest in Hi-Power. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the Company remeasured the previously held 49% ownership interest in Hi-Power at its acquisition date fair value. As of the acquisition date, a loss of $7,480 was recognized in earnings for the remeasurement of the previously held 49% ownership interest.

The following table summarizes the final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the Acquisition Date.


	Amount
Inventory	$	2,666
Vendor deposits	818
Property, plant and equipment, net	74
Goodwill	4,331
Accounts payable and accrued expenses	(3,634)
Provision for firm purchase commitments	(3,890)
Net assets acquired, net of cash and cash equivalents of $53 (1)	$	365

(1) Net assets acquired exclude the intercompany balance between Eos and Hi-Power and cash acquired.

The Company expects the goodwill recognized as part of the acquisition will be deductible for U.S. income tax purposes. The Company also incurred insignificant non-consideration acquisition expenses including legal and accounting services related to the acquisition, which are recorded in selling, general and administrative expenses on the Company’s condensed consolidated statements of operations and comprehensive loss.

Revenue Recognition

9 Months Ended

Sep. 30, 2022

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 September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Product revenue	$	6,055	$	714	$	15,120	$	1,478
Service revenue	10		4		138		16
Total revenues	$	6,065	$	718	$	15,258	$	1,494

With respect to contracts for which revenue is recognized over time, the Company performs reviews of the progress and execution of its performance obligations under these contracts periodically. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. Based upon these reviews, if at any time management determines that in the case of a particular contract total costs will exceed total contract revenue, a provision for the entire anticipated contract loss is recorded at that time. The Company recognized losses from contracts of $444 and $1,693 for the three and nine months ended September 30, 2022, respectively. No loss was recognized for the three and nine months ended September 30, 2021.

For the three months ended September 30, 2022, the Company had two customers who accounted for approximately 86.5% and 13.4% of the total revenue, respectively, and for the nine months ended September 30, 2022, the Company had one customer who accounted for 78.4% of the total revenue.

For the three months ended September 30, 2021, the Company had three customers who accounted for 49.4%, 33.0% and 17.5% of the total revenue and for the nine months ended September 30, 2021, the Company had three customers who accounted for 64.7%, 15.9% and 11.0% of the total revenue, respectively.

Contract assets and Contract liabilities

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


	September 30, 2022		December 31, 2021
Contract assets	$	3,995	$	1,369
Contract liabilities	$	1,421	$	849

The Company recognizes contract assets for certain contracts in which revenue recognition performance obligations have been satisfied, however, 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 $2,626 during the nine months ended September 30, 2022 due to recognition of revenues for which invoicing has not yet occurred. Contract liabilities increased by $572 during the nine months ended September 30, 2022, reflecting $1,184 in customer advance payments, partially offset by the recognition of $612 of revenue during the nine months ended September 30, 2022 that was included in the contract liability balance at the beginning of the period.

Contract liabilities of $465 as of September 30, 2022 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 three years. Contract assets of $3,854 as of September 30, 2022 are expected to be recognized within the next twelve months. Long-term contract assets of $141 are expected to be recognized as accounts receivable over approximately the next three 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Cash, Cash Equivalents and Restricted Cash

9 Months Ended

Sep. 30, 2022

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheets that sum to the total of the same such amounts presented in the accompanying condensed consolidated statements of cash flows consisted of the following:


	September 30, 2022		December 31, 2021		September 30, 2021
Cash and cash equivalents	$	38,431	$	104,831	$	144,194
Restricted cash	1,885		861		525
Long-term restricted cash	10,731		—		—
Total cash, cash equivalents, and restricted cash	$	51,047	$	105,692	$	144,719

Inventory

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Inventory

The following table provides information about inventory balances:


	September 30, 2022		December 31, 2021
Raw materials	$	23,065	$	11,898
Work-in-process	128		43
Finished goods	—		1,035
Total inventory, net	$	23,193	$	12,976

Property, Plant and Equipment, Net

9 Months Ended

Sep. 30, 2022

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	September 30, 2022		December 31, 2021
Equipment	3 to 10 years	$	25,160	$	13,489
Finance lease	5 years	379		226
Furniture	3 to 10 years	1,688		808
Leasehold improvements	Lesser of useful life/ remaining lease	5,383		2,933
Tooling	2 to 3 years	6,821		3,053
Total		39,431		20,509
Less: Accumulated depreciation		(9,608)		(7,619)
Total property, plant and equipment, net		$	29,823	$	12,890

Depreciation expense related to property, plant and equipment was $1,571 and $687 for the three months ended September 30, 2022 and 2021, respectively, and $3,817 and $1,764 for the nine months ended September 30, 2022 and 2021, respectively.

For the three and nine months ended September 30, 2022, the Company recorded a loss from write-down of property, plant and equipment of $496 and $2,501, respectively. For the three and nine months ended September 30, 2021, the loss from write-down of property, plant and equipment was $— and $11, respectively.

Intangible Assets

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consist of various 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 September 30, 2022 and 2021, respectively, and $30 for each period for the nine months ended September 30, 2022 and 2021 related to patents, respectively.

Estimated future amortization expense of intangible assets as of September 30, 2022 are as follows:


	Amortization Expense
Remainder of 2022	$	10
2023	40
2024	40
2025	40
2026	40
Thereafter	80
Total	$	250

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration	9 Months Ended
	Sep. 30, 2022
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, all of which are subject to change. 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 of $3,794 and $3,650 outstanding as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company recorded an allowance for expected credit loss from the notes receivable of $7 and $6, 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 consolidated financial statements but rather disclosed in the notes to the Company’s consolidated financial statements under ASC 810, Consolidation. The maximum loss exposure is limited to the carrying value of notes receivable as of the balances sheet dates.

Accrued Expenses

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses were as follows:


	September 30, 2022		December 31, 2021
Accrued payroll	$	4,659	$	3,069
Warranty reserve	3,956		2,112
Accrued legal and professional expenses	987		826
Provision for contract losses	1,693		—
Insurance premium payable, current (1)	2,356		—
Other	2,315		1,667
Total accrued expenses	$	15,966	$	7,674

(1) Refer to Note 12, Borrowings for additional information.

The following table summarizes warranty reserve activity:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Warranty reserve - beginning of period	$	3,636	$	872	$	2,112	$	—
Additions for current period deliveries	962		917		2,463		1,757
Changes in the warranty reserve estimate	—		(61)		1,321		(29)
Warranty costs incurred	(642)		—		(1,940)		—
Warranty reserve - end of period	$	3,956	$	1,728	$	3,956	$	1,728

Grant Expense, Net	9 Months Ended
Grant Expense, Net	Sep. 30, 2022
Other Income and Expenses [Abstract]
Grant Expense, Net	Grant Expense, Net 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 nine months ended September 30, 2022, grant (income) expense, net was $— and $4, respectively. For the three and nine months ended September 30, 2021, grant (income) expense, net was $157 and $113, respectively. For the three and nine months ended of September 30, 2022 and 2021, the Company received no payments from the CEC. As of September 30, 2022 and December 31, 2021, the Company had grant receivables in the amounts of $1,250 and $1,020, which were included in other current assets, and deferred grant income of $157 and $—, which were included in accrued expenses, on the condensed consolidated balance sheets, respectively. The expenses incurred by the Company are offset against grant revenue earned or received from the CEC.

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
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. This transaction was reviewed and approved as a related party transaction. Refer to Note 12, Borrowings, for additional information. Loss on pre-existing agreement For the three and nine months ended September 30, 2021, $— and $30,368 was charged to loss on pre-existing agreement in connection with the acquisition of Hi-Power, respectively. Refer to Note 2, Acquisition, for the acquisition details. Disgorgement of short swing profits For the nine months ended September 30, 2021, the Company received $432 from its then affiliated company B. Riley Securities, Inc. resulting from disgorgement of short swing profits under Section 16 (b) of the Exchange Act. This amount was recognized as an increase to Additional Paid in Capital as a capital contribution from stockholder when it was earned. Warrants liability The Company issued private warrants to an affiliated company owned by B. Riley Financial, Inc. as of September 30, 2022 and December 31, 2021. Refer to Note 13, Warrants Liability - Related Party, for additional information. Standby Equity Purchase Agreement On April 28, 2022, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $200,000 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 $200,000. 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 the Market Price (as defined below) and further provides that Yorkville cannot purchase any shares that would result in it owning more than 9.99% of the Company’s outstanding common stock at the time of an Advance or 19.99% of the Company's outstanding common stock as of the date of the SEPA (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including if the Company’s stockholders approve issuances in excess of the Exchange Cap. On June 28, 2022, shareholder approval was obtained to issue shares under the SEPA in excess of the Exchange Cap. “Market Price” is defined in the SEPA as the average of the VWAPs (as defined below) during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville. “VWAP” is defined in the SEPA to mean, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the Nasdaq Capital Market as reported by Bloomberg L.P. during regular trading hours. Subject to Yorkville’s consent, the Company may request one or more pre-advance loans in amounts not to exceed $50,000 (each, a “Pre-Advance Loan”) from Yorkville. Pursuant to the terms and conditions set forth in the SEPA and the accompanying promissory note, Pre-Advance Loans must be repaid with the proceeds from sales of equity to Yorkville, to the extent outstanding at the time of an Advance, or otherwise in cash. Upon the terms and subject to the satisfaction of the conditions set forth in the SEPA, 465,117 shares were issued as consideration for its irrevocable commitment to purchase the Common Shares. As of September 30, 2022, there were no outstanding balances for Pre-Advance loans. As the Company has the right, but not the obligation, to sell up to $200,000 of common stock to Yorkville, subject to certain limitations, at the time of the Company’s choosing during the term of the agreement, the Company determined that SEPA represents a derivative financial instrument under ASC 815, Derivatives and Hedging, which should be recorded at fair value at inception and each reporting date thereafter. The financial instrument was classified as a derivative asset with a fair value of zero at the inception of the SEPA and as of September 30, 2022. For the nine months ended September 30, 2022, the Company has received cash of $5,000 from the issuance of 3,967,939 shares. Yorkville owned 4,433,056 shares of common stock immediately following this issuance. On June 13, 2022, the Company issued and sold a convertible promissory note with an aggregate principal amount of $7,500 (the “Promissory Note” or “Yorkville Convertible Notes”) in a private placement to Yorkville under a supplemental agreement dated as of June 13, 2022 (the “Supplemental Agreement”) to the SEPA between the Company and Yorkville. The Supplemental Agreement gave Yorkville the right to deliver notices (each, an “Investor Notice”) requiring the Company to deliver an Advance notice under the SEPA for the issuance and sale of common stock for so long as there was an outstanding balance owed under the Promissory Note. In July and August 2022, the Company issued 3,393,663 shares of common stock at a price of $2.21 per share, and used the proceeds from the issuance to repay all outstanding amounts owed to Yorkville pursuant to the Promissory Note (see Note 12, Borrowings).

Borrowings

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Borrowings

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


	September 30, 2022				December 31, 2021
	Borrowing Outstanding		Carrying Value		Borrowing Outstanding		Carrying Value
Yorkville Convertible Promissory Note - Related party - due September 2022(1)	$	—	$	—	$	—	$	—
2021 Convertible Notes Payable – Related party - due June 2026	105,987		78,743		102,900		84,148
Total Convertible Notes Payable - Related Party	$	105,987	$	78,743	$	102,900	$	84,148

Senior Secured Term Loan - due March 2026	$	94,681	$	75,492	$	—	$	—
Equipment financing facility - due April 2025	9,299		9,283		6,389		6,371
Total long-term debt outstanding	103,980		84,775		6,389		6,371
Long-term debt, current	2,822		2,822		1,644		1,644
Long-term debt, excluding current	$	101,158	$	81,953	$	4,745	$	4,727

(1) The outstanding balance of the Yorkville Convertible Promissory Note was converted into common shares during the third quarter of 2022.

Yorkville Convertible Promissory Note - Related Party

On June 13, 2022, the Company issued and sold the Promissory Note with a stated principal amount of $7,500 in a private placement to Yorkville under a Supplemental Agreement. The Promissory Note had a maturity date of September 15, 2022. The Promissory Note was issued with a 2% original issue discount and bears interest only upon the occurrence of an Event of Default. The Promissory Note gives Yorkville the right, but not the obligation, to convert principal and accrued interest into shares of the Company’s common stock at a conversion price of $2.21 (the “Conversion Price”) any time prior to the maturity date, subject to the terms and conditions of the Promissory Note.

The Company incurred $125 of legal fees in connection with the issuance of the Promissory Note. These costs were accounted for as debt issuance costs and recorded as a reduction to the initial carrying value of the Promissory Note. Interest expense for the Promissory Note was $201 and $309 for the three and nine months ended September 30, 2022, respectively.

In July and August 2022, pursuant to the terms of the Supplemental Agreement, Yorkville delivered six Investor Notices under the SEPA requiring the Company to issue and sell an aggregate of 3,393,663 shares of common stock at a price of $2.21 per share. The total purchase price of the shares of common stock was $7,500. The proceeds from the issuance of the shares were used to repay all outstanding amounts owed to Yorkville pursuant to the Promissory Note. As of September 30, 2022, the outstanding balance of the Promissory Note was zero.

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. The investment agreement provides for the issuance and sale to Koch Industries of convertible notes in the aggregate principal amount of $100,000 (the “2021 Convertible Notes”). The maturity date of the 2021 Convertible Notes is June 30, 2026, subject to earlier conversion, redemption, or repurchase.

The Company estimated the fair value of the embedded conversion feature using a binomial lattice model at the 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 (refer to Note 15, Fair Value Measurement). The assumptions used to determine the fair value of the embedded conversion feature are as follows:


	September 30, 2022		December 31, 2021
Term	3.8 years		4.5 years
Dividend yield	—	%	—	%
Risk-free interest rate	4.1	%	1.2	%
Volatility	75.0	%	60.0	%
Effective debt yield	25.0	%	19.0	%

As of September 30, 2022 and December 31, 2021, the fair value of the embedded conversion feature was $1,076 and $12,359, respectively. The (loss) gain from the change in fair value of the embedded derivative conversion feature for the three months ended September 30, 2022 and 2021 amounted to $(369) and $9,927 and for the nine months ended September 30, 2022 and 2021 amounted to $11,304 and $9,927, respectively.

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


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Contractual interest expense	$	1,590	$	1,500	$	4,677	$	1,500
Amortization of debt discount	1,065		781		2,532		781
Amortization of debt issuance costs	104		1,330		281		1,330
Total	$	2,759	$	3,611	$	7,490	$	3,611

The balances for the 2021 Convertible Notes are as follows:


	September 30, 2022		December 31, 2021
Principal	$	105,987	$	102,900
Unamortized debt discount	(25,811)		(28,321)
Unamortized debt issuance costs	(2,509)		(2,790)
Embedded conversion feature	1,076		12,359
Aggregate carrying value	$	78,743	$	84,148

During the second quarter of 2022, the contractual interest in-kind of $3,087 was recorded as an increase to the 2021 Convertible Note’s principal balance on the condensed consolidated balance sheets. As of September 30, 2022 and December 31, 2021, interest payable attributable to the 2021 Convertible Notes was $1,590 and $—, respectively. As of September 30, 2022, the Company was 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 (see below). Therefore, such interest was recorded as a long-term liability on the condensed consolidated balance sheets.

Senior Secured Term Loan

On July 29, 2022, the Company entered into a Senior Secured Term Loan Agreement (the “Term Loan”) with Atlas Credit Partners (ACP) Post Oak Credit I LLC, as administrative agent for the lenders and collateral agent for the secured parties. The Term Loan agreement provided for an aggregate commitment of $94,681 during the third quarter of 2022. Any additional funding under the Term Loan facility is at the discretion of the agent and lenders. The 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 Company agreed to use the proceeds from the Term Loan to (i) fund growth investments and for general corporate purposes including corporate-level research and development investments, (ii) expand the manufacturing facility of the Company’s wholly owned subsidiary, Hi-Power, in the Turtle Creek, Pittsburgh area in Pennsylvania, (iii) redeem in full the Company’s existing indebtedness to Holtec Power, Inc. and (iv) pay certain insurance premiums, interest reserves, fees and expenses incurred in connection with the Term Loan agreement.

The outstanding principal balance of the 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 Term Loan 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 Term Loan), (y) the NYFRB Rate (as defined in the Term Loan 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 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 September 30, 2022, the interest rate in effect for the Term Loan for the third quarter of 2022 interest payment was 11.3% (at the SOFR).

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. Also, there are no embedded derivatives from the Term Loan that required bifurcation.

Debt issuance costs of $12,607 and fees of $1,898 were paid to the Lenders in connection with the Credit Agreement. These fees shall be amortized, utilizing the effective interest method through loan maturity. The amortization shall be included in interest expense in the condensed consolidated statements of operations and comprehensive loss. The debt issuance costs include credit wrap insurance policy premiums in the amount of $11,724. The credit wrap insurance provides the Lender with a guarantee on the Company’s credit risk. In the event the Term Loan remains outstanding on the first, second and third anniversaries of the closing date, the Company will be required to pay additional insurance premiums equal to 3%, 3%, and 2%, respectively of the Term Loan balance then outstanding. At closing, the Company accrued $5,231 for the present value of the future credit wrap insurance policy premiums.

On the closing date, the Company also entered into a Guarantee and Collateral Agreement. The Term Loans issued are secured by 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, and are guaranteed by the Company's subsidiaries other than 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 $10,731 at September 30, 2022. This escrowed and restricted cash is presented on a separate line item on the 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. The Company was in compliance with all Term Loan covenants as of September 30, 2022.

The effective annual interest rate of the Term Loan is 19.2%.

The following table summarizes interest expense recognized:


	Three and Nine Months Ended September 30,
	2022
Contractual interest expense	$	1,861
Amortization of debt discount	53
Amortization of debt issuance costs	495
Total	$	2,409

The Term Loan balance is as follows:


	September 30, 2022
Principal	$	94,681
Unamortized debt discount	(1,846)
Unamortized debt issuance costs	(17,343)
Aggregate carrying value	$	75,492

Equipment Financing facility

Long-term debt consists of the outstanding balances from the $25,000 equipment financing facility with Trinity Capital Inc. ("Trinity"). As of September 30, 2022, the Company had drawn a total of $11,216 from the equipment financing facility. On September 30, 2022, the Company borrowed $4,216 with an effective interest rate of 16.2%, and debt issuance costs of $96. On September 30, 2021, the Company borrowed $7,000 with an effective interest rate of 14.3% and debt issuance costs of $175. Additionally, a commitment fee of $188 was paid at the 2021 closing of the equipment financing facility. On September 30, 2022, an amendment to the Master Equipment Financing Agreement removed the non-utilization fee. Also, on this date, the equipment facility’s unused commitment of $13,784 expired.

As of September 30, 2022 and December 31, 2021, equipment financing debt outstanding was $84,775 and $6,371, with $2,822 and $1,644 of the principal recorded as a current liability on the condensed consolidated balance sheets, respectively. For the three and nine months ended September 30, 2022, the Company recognized $190 and $615 as interest expense attributable to the equipment financing agreement, respectively. For the three and nine months ended September 30, 2021, the Company did not recognize any interest expense for the equipment financing agreement.

Other Borrowings

Note Payable – Hi-Power

In connection with the Hi-Power acquisition (refer to Note 2, Acquisition), the Company agreed to pay an aggregate purchase price of $25,000. Principal payments of $5,000 were paid in May 2021 and 2022. The fair value of the note payable was estimated using active market quotes, based on the Company’s incremental borrowing rates for similar types of borrowing arrangements, which were Level 2 inputs (refer to Note 15, Fair Value Measurement). As of December 31, 2021, notes payable included a current portion of $4,926 and a long-term portion of $13,769, respectively. The Note was extinguished during the third quarter of 2022 with proceeds from the Term Loan. The Company recognized a loss of $942 from debt extinguishment for the three and nine months ended September 30, 2022.

Warrants Liability - Related Party	9 Months Ended
Warrants Liability - Related Party	Sep. 30, 2022
Other Liabilities Disclosure [Abstract]
Warrants Liability - Related Party	Warrants Liability - Related Party The private placement warrants issued to the Sponsor of BMRG in its initial public offering on May 22, 2020 became exercisable on May 22, 2021. The private placement warrants are classified as Level 2 financial instruments in the fair value hierarchy (refer to Note 15, Fair Value Measurement). 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. As of September 30, 2022 and December 31, 2021, 325,000 private placement warrants were outstanding with a fair value of $137 and $926, respectively. The change in fair value for the three months ended September 30, 2022 and 2021 amounted to $(47) and $705 and for the nine months ended September 30, 2022 and 2021 amounted to $790 and $1,066, respectively. The change has been recognized in loss (gain) on change in fair value of derivatives - related party in the Company’s condensed consolidated statements of operations and comprehensive loss.

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

LeasesOn January 1, 2021, the Company adopted ASU 2016-02, Leases (“Topic 842”), and the related amendments (collectively “ASC 842”). The Company elected the modified retrospective approach, under which results and disclosures for periods before January 1, 2021 were not adjusted for the new standard and the cumulative effect of the change in accounting, is recognized through accumulated deficit at the date of adoption.

Lessee

The Company leases machinery, manufacturing facilities, office space, land, and equipment under both operating and finance leases. Lease assets and lease liabilities as of September 30, 2022 and December 31, 2021 were as follows:


	Classification on Balance Sheet	September 30, 2022		December 31, 2021
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	4,546	$	3,468
Finance lease assets	Property, plant and equipment, net	163		28
Total lease assets		$	4,709	$	3,496

	Classification on Balance Sheet	September 30, 2022		December 31, 2021
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,067	$	1,084
Finance lease liability	Other current liabilities	31		8
Long-term
Operating lease liability	Operating lease liability, long-term	4,426		3,224
Finance lease liability	Other liabilities	134		17
Total lease liabilities		$	5,658	$	4,333

Operating lease costs for the three months ended September 30, 2022 and 2021 were $352 and $279, respectively, and for the nine months ended September 30, 2022 and 2021 were $1,029 and $752, respectively. As of September 30, 2022, the weighted average remaining term for the operating leases was 4.06 years and the weighted average discount rate was 10.4%. The weighted average remaining term for the finance leases was 4.18 years and the weighted average discount rate was 19.9%.

Future minimum lease payments are as follows:


	Operating Leases		Financing Leases		Total
Remainder of 2022	$	378	$	15	$	393
2023	1,538		60		1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
Later years	—		19		19
Total minimum lease payments	$	6,654	$	244	$	6,898
Less amounts representing interest	1,161		79		1,240
Present value of minimum lease payments	$	5,493	$	165	$	5,658

Lessor

The Company leases battery energy storage systems to one customer with a 20-year term through sales-type leases. Leases offered by the Company include purchase options during the lease term with a bargain purchase option at the end of the term. At the time of accepting a lease that qualifies as a sales-type lease, the Company records the gross amount of lease payments receivable, estimated residual value of the leased equipment and unearned finance income. The unearned finance income is recognized interest income over the lease term using the interest method.

For the three and nine months ended September 30, 2022, the Company recognized revenue of $— and $1,166 from the sales-type lease, respectively. No revenue was recognized from the sales-type lease for the three and nine months ended September 30, 2021. Net sales-type lease receivables of $1,456 and $347, net of unearned finance income, are recorded under other assets on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively.

Leases

Lessee


	Classification on Balance Sheet	September 30, 2022		December 31, 2021
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	4,546	$	3,468
Finance lease assets	Property, plant and equipment, net	163		28
Total lease assets		$	4,709	$	3,496

	Classification on Balance Sheet	September 30, 2022		December 31, 2021
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,067	$	1,084
Finance lease liability	Other current liabilities	31		8
Long-term
Operating lease liability	Operating lease liability, long-term	4,426		3,224
Finance lease liability	Other liabilities	134		17
Total lease liabilities		$	5,658	$	4,333

Future minimum lease payments are as follows:


	Operating Leases		Financing Leases		Total
Remainder of 2022	$	378	$	15	$	393
2023	1,538		60		1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
Later years	—		19		19
Total minimum lease payments	$	6,654	$	244	$	6,898
Less amounts representing interest	1,161		79		1,240
Present value of minimum lease payments	$	5,493	$	165	$	5,658

Lessor

Leases

Lessee


	Classification on Balance Sheet	September 30, 2022		December 31, 2021
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	4,546	$	3,468
Finance lease assets	Property, plant and equipment, net	163		28
Total lease assets		$	4,709	$	3,496

	Classification on Balance Sheet	September 30, 2022		December 31, 2021
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,067	$	1,084
Finance lease liability	Other current liabilities	31		8
Long-term
Operating lease liability	Operating lease liability, long-term	4,426		3,224
Finance lease liability	Other liabilities	134		17
Total lease liabilities		$	5,658	$	4,333

Future minimum lease payments are as follows:


	Operating Leases		Financing Leases		Total
Remainder of 2022	$	378	$	15	$	393
2023	1,538		60		1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
Later years	—		19		19
Total minimum lease payments	$	6,654	$	244	$	6,898
Less amounts representing interest	1,161		79		1,240
Present value of minimum lease payments	$	5,493	$	165	$	5,658

Lessor

Fair Value Measurement

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, private placement warrants, accounts receivable, notes receivable, contract assets, accounts payable, note payable, 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 condensed consolidated balance sheets, and their designations among the three fair value measurement categories:


	September 30, 2022						December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
Private placement warrants	$	—	$	137	$	—	$	—	$	926	$	—
Embedded derivative liability within the 2021 Convertible Notes	$	—	$	—	$	1,076	$	—	$	—	$	12,359

The following table presents a roll-forward of the activity of the embedded derivative liability within the 2021 Convertible Notes. This liability was measured at fair value on a recurring basis using significant unobservable inputs (Level 3).


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Balance at beginning of the period	$	707	$	—	$	12,359	$	—
Additions	—		29,866		21		29,866
Change in fair value included in earnings	369		(9,927)		(11,304)		(9,927)
Balance at end of the period	$	1,076	$	19,939	$	1,076	$	19,939

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


	Level in Fair Value Hierarchy	September 30, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	3,794	$	1,907	$	3,650	$	2,805
Note payable	3	$	—	$	—	$	18,695	$	14,607
2021 Convertible Notes*	3	$	77,667	$	58,140	$	71,789	$	61,866
Term Loan Agreement	3	$	75,492	$	73,666	$	—	$	—
Equipment financing facility	3	$	9,283	$	8,108	$	6,371	$	5,951

*The 2021 Convertible Notes excluded the embedded derivative liability.

- 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

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Lease Commitments The Company has lease commitments under lease agreements. Refer to Note 14, Leases, for additional information. Firm Purchase Commitment To ensure adequate and timely supply of raw material for production, the Company, from time to time, enters into non-cancellable purchase and service contracts with vendors. As of September 30, 2022, the Company had open inventory purchase commitments of $127 under these contracts. 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 September 30, 2022, the Company had open purchase commitments of $501 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 September 30, 2022. Legal Proceedings On July 7, 2022, the Company entered into a settlement agreement with the U.S. Department of Justice (the “DOJ”) and Vincent Icolari (“Relator”) to resolve the previously disclosed investigation by the DOJ for underpayment of certain custom duties in past years in connection with imports of batteries and battery components manufactured abroad. The investigation resulted from a qui tam lawsuit (the “Civil Action”) filed by the Relator in December 2019 alleging violations of the False Claims Act. Pursuant to the terms of the settlement agreement, the Company has agreed to pay a total of $1,017 to the United States Department of Justice and $70 to Relator’s counsel. Upon receipt of such payments, the DOJ and the Relator have agreed to release the Company from civil monetary and administrative claims under the False Claims Act and the Relator has agreed to release the Company from any claims related to the Civil Action. The Company has fully settled this liability as of September 30, 2022. As previously disclosed, in April 2022, the Company received a subpoena from the U.S. Securities and Exchange Commission (“SEC”). On August 29, 2022, the Company received a letter from the SEC informing the Company that the SEC’s investigation relating to the subpoena has concluded without any recommendation for enforcement action as to the Company.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

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


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Stock options	$	1,357	$	657	$	2,778	$	3,204
Restricted stock units	2,259		3,755		8,215		6,881
Total	$	3,616	$	4,412	$	10,993	$	10,085

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

The following table summarizes stock option activity for the nine months ended September 30, 2022:


	Units	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (years)
Options Outstanding at December 31, 2021	2,023,460	$	9.51	6.3
Granted	2,950,224	$	1.31
Cancelled/Forfeited	(288,728)	$	7.69
Options Outstanding at September 30, 2022	4,684,956	$	4.46	7.8
Options Exercisable at September 30, 2022	2,388,088	$	6.33	7.0

A summary of restricted stock units (RSUs) activity during the nine months ended September 30, 2022 is as follows:


	Units	Weighted-Average Grant-Data Fair Value
RSUs Outstanding at December 31, 2021	2,194,756	$	16.36
Granted	2,321,885	$	3.04
Cancelled/Forfeited	(699,279)	$	11.05
Vested	(567,453)	$	17.44
RSUs Outstanding at September 30, 2022	3,249,909	$	7.80

In 2022, the Company reserved an additional 2,537,866 shares for the Amended and Restated 2020 Incentive Plan. As of September 30, 2022 and December 31, 2021, 536,670 and 2,282,906 shares, respectively, remain for future issuance. 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. During the nine months ended September 30, 2022, the Company granted 75,000 RSUs and 2,000,000 options with performance and service conditions. Stock compensation is recognized on a straight-line basis over the requisite service period of the award, which is generally the award vesting term. For awards with performance conditions, compensation expense is recognized using an accelerated attribution method over the vesting period. The performance conditions primarily relate to achievement of sales and financing targets. As of September 30, 2022, there were 1,950,000 and 60,000 performance-based stock options and RSUs, respectively, all of which are expected to vest in the next four years.

As of September 30, 2022, total unrecognized compensation expense was $20,101 of which $18,182 was attributable to unvested RSUs and $1,919 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 1.7 years for RSUs.

The weighted average assumptions used to determine the fair value of options granted in the nine months ended September 30, 2022 and 2021 were as follows:


	2022		2021
Volatility	61.42	%	58.70	%
Risk free interest rate	3.19	%	0.70	%
Expected life (years)	4.55		4.28
Dividend yield	0	%	0	%

The RSUs issued were valued at the stock price of the Company on the date of grant.

The weighted average grant date fair value of all options granted was $0.68 and $8.08 per option for the nine months ended September 30, 2022 and 2021, respectively.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three and nine months ended September 30, 2022, income tax expense was $110 and $45, respectively, related to taxable earnings from the Company’s foreign operations. There was no income tax expense recorded for the three and nine months ended September 30, 2021. 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 gains, 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 September 30, 2022 and December 31, 2021 due to cumulative losses. Therefore, the Company has a valuation allowance against its net deferred tax assets. As of September 30, 2022 and December 31, 2021, 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 Company expects the goodwill recognized as part of the acquisition is amortizable for U.S. income tax purposes. The open tax years for federal returns is 2018 and forward, and open tax years for state returns is generally 2017 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 (“IRA”) 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 financial statements. IRA features significant economic incentives for both energy storage customers and manufacturers that begin for projects placed in service after December 31, 2022. Customers placing new energy storage facilities in service after this date will be allowed to claim at least a thirty percent investment tax credit under certain conditions. The Company expects the enactment of the IRA will be favorable for the overall business. The IRA includes economic incentives for energy storage manufacturers starting in 2023 that can be claimed on battery components manufactured in the U.S. These incentives can be monetized by direct payment from the Internal Revenue Service for up to five consecutive years, after which these tax credits can be sold to other companies for cash. The Company is still assessing the overall impact and applicability of the tax credit provisions included within the IRA.

- Definition

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

+ References

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

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

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

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

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

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+ Details

Shareholders’ (Deficit) Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Shareholders’ (Deficit) Equity

Preferred Shares

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 September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Common Stock

On June 28, 2022, the Company’s shareholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock with $0.0001 par value from 200,000,000 to 300,000,000. The holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 74,082,289 and 53,786,632 shares of common stock issued and outstanding.

Contingently Issuable Common Stock

Following the closing of the Merger, and as additional consideration for the transaction, the Company was obligated to issue within five years from the closing date to each unitholder of Eos Energy Storage LLC (“EES”) its pro-rata proportion of a one-time issuance of an aggregate of 2,000,000 Shares (the “Earnout Shares” or "Contingently Issuable Common Stock"). The event would be triggered if within 5 business days after (i) the closing share price of the Company's shares traded equaling or exceeding $16.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period or (ii) a Change of Control (or a definitive agreement providing for a Change of Control having been entered into) during the Earnout Period (each of clauses (i) and (ii), a “Triggering Event”).

On January 22, 2021, the Triggering Event for the issuance of the Earnout Shares occurred as the Company's stock price exceeded $16.00 per share for 20 trading days within a consecutive 30-trading day period during the Earnout Period. Accordingly, 1,999,185 Earnout Shares were issued to the unitholders of EES.

Sponsor Earnout Shares

Pursuant to the Sponsor Earnout letter signed in connection with the Merger, 1,718,000 shares of common stock issued and outstanding held by BMRG ("Sponsor Earnout Shares") were subject to certain transfer and other restrictions, under which (a) 859,000 Sponsor Earnout Shares ("Block A Sponsor Earnout Shares") are restricted from being transferred unless and until either, for a period of five years after the Closing, (i) the share price of the Company’s common stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period or (ii) a change of control occurs for a share price equaling or exceeding $12.00 per share, and (b) the remaining 859,000 Sponsor Earnout Shares ("Block B Sponsor Earnout Shares") are subject to similar restrictions except that the threshold is increased from $12.00 to $16.00. If after the five year period, there are no Triggering Events, the Sponsor Earnout Shares will be forfeited and canceled for no consideration. If after the five year period, only the Triggering Event described in clause (a) above has occurred, the remaining 859,000 Sponsor Earnout Shares described in clause (b) will be forfeited and canceled for no consideration.

On January 22, 2021, as the Company's stock price exceeded $16.00 per share for 20 trading days within a consecutive 30-trading day period, the Block B Sponsor Earnout Shares were released from restriction.

Treasury Stock

For the three and nine months ended September 30, 2022, the Company recorded treasury stock of $77 and $929 for shares withheld from employees to cover the payroll tax liability of RSUs vested. The treasury stock was immediately retired. No treasury stock was recorded for the three and nine months ended September 30, 2021.

Public warrants

The Company sold warrants to purchase 9,075,000 shares of the Company's common stock in a public offering and a private placement on May 22, 2020. Each warrant entitles the holder to purchase a share of common stock at a price of $11.50 per share. For the three months ended September 30, 2022 and 2021, — and 282,332 of public warrants were exercised, respectively, and for the nine months ended September 30, 2022 and 2021, 600 and 1,747,746 of public warrants were exercised, respectively. On September 30, 2022 and December 31, 2021, there were 7,001,654 and 7,002,254 public warrants outstanding.

Standby Equity Purchase Agreement

On April 28, 2022, the Company entered into the SEPA with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $200,000 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 $200,000. 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 the Market Price and further provides that Yorkville cannot purchase any shares that would result in it owning more than 9.99% of the Company’s outstanding common stock at the time of an Advance or 19.99% of the Company's outstanding common stock as of the date of the SEPA (refer to Note 11, Related Party Transactions).

Upon the Company’s entry into the SEPA, 465,117 shares were issued to Yorkville as consideration for its irrevocable commitment to purchase common stock pursuant to the SEPA. The fair value of these shares of $1,061 was recorded as other expense in the condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2022, the Company generated net proceeds of $5,000 from the issuance of 3,967,939 shares at an average price of $1.26 per common share under the SEPA. In July and August 2022, the Company issued and sold 3,393,663 shares of common stock at a price of $2.21 per share, and used the proceeds from the issuance to repay all outstanding amounts owed to Yorkville pursuant to the Promissory Note (see Note 12, Borrowings).

At-the-Market Offering Program

On August 5, 2022, the Company entered into the Sales Agreement with Cowen, with respect to an at-the-market (“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.

During the third quarter of 2022, the Company sold 12,067,575 shares raising net proceeds of $29,139, at an average selling price of $2.49 per share, which was recognized as an adjustment to Common Stock and Additional Paid-in Capital.

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 nine months ended September 30, 2022 and 2021, 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 nine months ended September 30, 2022 and 2021. 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 Nine Months Ended September 30,
	2022	2021
Stock options and restricted stock units	7,934,865	4,451,952
Public and private placement warrants	7,326,654	7,327,254
Convertible Notes (if converted)	5,298,396	4,999,100

- Definition

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

+ References

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+ Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company has evaluated subsequent events through the issuance date of these financial statements. No material subsequent events were identified that require disclosure.

Nature of Operations and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying 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 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”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These interim results are not necessarily indicative of results for the full year.
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.
Foreign Currency	Foreign Currency The Company follows the provisions of ASC 830, Foreign Currency Matters. The Company’s foreign subsidiaries use the local currency of their respective countries as their functional currency. The assets and liabilities of foreign operations are translated at the exchange rates in effect at the balance sheet date. The operating results of foreign operations are translated at weighted average exchange rates. The related translation gains or losses are reported as a separate component of shareholders’ (deficit) equity in accumulated other comprehensive loss. Gains and losses from foreign currency transactions, which were insignificant for the three and nine months ended September 30, 2022 and 2021, are included as other income (expense) in the condensed consolidated statements of operations and comprehensive loss.
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2016-02, Leases (“Topic 842”), using the transition method introduced by ASU 2018-11, which does not require revisions to comparative periods. The adoption of the new standard resulted in the recording of lease assets and lease liabilities of $3,662 and $4,465, respectively, as of January 1, 2021. The difference between the lease assets and lease liabilities primarily relates to deferred rent recorded in accordance with the previous leasing guidance. The new standard did not materially impact the Company’s condensed consolidated statements of operations and comprehensive loss or statements of cash flows. On January 1, 2021, the Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses (“Topic 326”), and the subsequent amendments. The standard sets forth an expected credit loss model which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements As of September 30, 2022, the Company implemented all applicable new accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that were in effect. There were no new standards or updates issued during the nine months ended September 30, 2022 that would have a material impact on the Company’s condensed consolidated financial statements.

Acquisition (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the Acquisition Date.


	Amount
Inventory	$	2,666
Vendor deposits	818
Property, plant and equipment, net	74
Goodwill	4,331
Accounts payable and accrued expenses	(3,634)
Provision for firm purchase commitments	(3,890)
Net assets acquired, net of cash and cash equivalents of $53 (1)	$	365

(1) Net assets acquired exclude the intercompany balance between Eos and Hi-Power and cash acquired.

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

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 September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Product revenue	$	6,055	$	714	$	15,120	$	1,478
Service revenue	10		4		138		16
Total revenues	$	6,065	$	718	$	15,258	$	1,494

Information about Contract Liabilities from Contracts with Customers


	September 30, 2022		December 31, 2021
Contract assets	$	3,995	$	1,369
Contract liabilities	$	1,421	$	849

Cash, Cash Equivalents and Restricted Cash (Tables)

9 Months Ended

Sep. 30, 2022

Cash and Cash Equivalents [Abstract]

Cash, cash equivalents, and restricted cash


	September 30, 2022		December 31, 2021		September 30, 2021
Cash and cash equivalents	$	38,431	$	104,831	$	144,194
Restricted cash	1,885		861		525
Long-term restricted cash	10,731		—		—
Total cash, cash equivalents, and restricted cash	$	51,047	$	105,692	$	144,719

Cash, cash equivalents, and restricted cash


	September 30, 2022		December 31, 2021		September 30, 2021
Cash and cash equivalents	$	38,431	$	104,831	$	144,194
Restricted cash	1,885		861		525
Long-term restricted cash	10,731		—		—
Total cash, cash equivalents, and restricted cash	$	51,047	$	105,692	$	144,719

Inventory (Tables)

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Components of Inventories

The following table provides information about inventory balances:


	September 30, 2022		December 31, 2021
Raw materials	$	23,065	$	11,898
Work-in-process	128		43
Finished goods	—		1,035
Total inventory, net	$	23,193	$	12,976

Property, Plant and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Components of Property and Equipment

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


	Estimated Useful lives	September 30, 2022		December 31, 2021
Equipment	3 to 10 years	$	25,160	$	13,489
Finance lease	5 years	379		226
Furniture	3 to 10 years	1,688		808
Leasehold improvements	Lesser of useful life/ remaining lease	5,383		2,933
Tooling	2 to 3 years	6,821		3,053
Total		39,431		20,509
Less: Accumulated depreciation		(9,608)		(7,619)
Total property, plant and equipment, net		$	29,823	$	12,890

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Estimated Future Amortization Expense of Intangible Assets

Estimated future amortization expense of intangible assets as of September 30, 2022 are as follows:


	Amortization Expense
Remainder of 2022	$	10
2023	40
2024	40
2025	40
2026	40
Thereafter	80
Total	$	250

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses were as follows:


	September 30, 2022		December 31, 2021
Accrued payroll	$	4,659	$	3,069
Warranty reserve	3,956		2,112
Accrued legal and professional expenses	987		826
Provision for contract losses	1,693		—
Insurance premium payable, current (1)	2,356		—
Other	2,315		1,667
Total accrued expenses	$	15,966	$	7,674

(1) Refer to Note 12, Borrowings for additional information.

Schedule of Product Warranty Liability

The following table summarizes warranty reserve activity:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Warranty reserve - beginning of period	$	3,636	$	872	$	2,112	$	—
Additions for current period deliveries	962		917		2,463		1,757
Changes in the warranty reserve estimate	—		(61)		1,321		(29)
Warranty costs incurred	(642)		—		(1,940)		—
Warranty reserve - end of period	$	3,956	$	1,728	$	3,956	$	1,728

Borrowings (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long Term Debt

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


	September 30, 2022				December 31, 2021
	Borrowing Outstanding		Carrying Value		Borrowing Outstanding		Carrying Value
Yorkville Convertible Promissory Note - Related party - due September 2022(1)	$	—	$	—	$	—	$	—
2021 Convertible Notes Payable – Related party - due June 2026	105,987		78,743		102,900		84,148
Total Convertible Notes Payable - Related Party	$	105,987	$	78,743	$	102,900	$	84,148

Senior Secured Term Loan - due March 2026	$	94,681	$	75,492	$	—	$	—
Equipment financing facility - due April 2025	9,299		9,283		6,389		6,371
Total long-term debt outstanding	103,980		84,775		6,389		6,371
Long-term debt, current	2,822		2,822		1,644		1,644
Long-term debt, excluding current	$	101,158	$	81,953	$	4,745	$	4,727

(1) The outstanding balance of the Yorkville Convertible Promissory Note was converted into common shares during the third quarter of 2022.

The Term Loan balance is as follows:


	September 30, 2022
Principal	$	94,681
Unamortized debt discount	(1,846)
Unamortized debt issuance costs	(17,343)
Aggregate carrying value	$	75,492

Assumptions Used to Determine Fair Value of Embedded Conversion Feature

The assumptions used to determine the fair value of the embedded conversion feature are as follows:


	September 30, 2022		December 31, 2021
Term	3.8 years		4.5 years
Dividend yield	—	%	—	%
Risk-free interest rate	4.1	%	1.2	%
Volatility	75.0	%	60.0	%
Effective debt yield	25.0	%	19.0	%

Summary of Interest Expense

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


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Contractual interest expense	$	1,590	$	1,500	$	4,677	$	1,500
Amortization of debt discount	1,065		781		2,532		781
Amortization of debt issuance costs	104		1,330		281		1,330
Total	$	2,759	$	3,611	$	7,490	$	3,611

The following table summarizes interest expense recognized:


	Three and Nine Months Ended September 30,
	2022
Contractual interest expense	$	1,861
Amortization of debt discount	53
Amortization of debt issuance costs	495
Total	$	2,409

Summary of Balances Recognized upon Issuance of Convertible Notes

The balances for the 2021 Convertible Notes are as follows:


	September 30, 2022		December 31, 2021
Principal	$	105,987	$	102,900
Unamortized debt discount	(25,811)		(28,321)
Unamortized debt issuance costs	(2,509)		(2,790)
Embedded conversion feature	1,076		12,359
Aggregate carrying value	$	78,743	$	84,148

- 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

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Assets And Liabilities, Lessee

Lease assets and lease liabilities as of September 30, 2022 and December 31, 2021 were as follows:


	Classification on Balance Sheet	September 30, 2022		December 31, 2021
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	4,546	$	3,468
Finance lease assets	Property, plant and equipment, net	163		28
Total lease assets		$	4,709	$	3,496

	Classification on Balance Sheet	September 30, 2022		December 31, 2021
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,067	$	1,084
Finance lease liability	Other current liabilities	31		8
Long-term
Operating lease liability	Operating lease liability, long-term	4,426		3,224
Finance lease liability	Other liabilities	134		17
Total lease liabilities		$	5,658	$	4,333

Lessee, Operating Lease, Liability, Maturity

Future minimum lease payments are as follows:


	Operating Leases		Financing Leases		Total
Remainder of 2022	$	378	$	15	$	393
2023	1,538		60		1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
Later years	—		19		19
Total minimum lease payments	$	6,654	$	244	$	6,898
Less amounts representing interest	1,161		79		1,240
Present value of minimum lease payments	$	5,493	$	165	$	5,658

Finance Lease, Liability, Fiscal Year Maturity

Future minimum lease payments are as follows:


	Operating Leases		Financing Leases		Total
Remainder of 2022	$	378	$	15	$	393
2023	1,538		60		1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
Later years	—		19		19
Total minimum lease payments	$	6,654	$	244	$	6,898
Less amounts representing interest	1,161		79		1,240
Present value of minimum lease payments	$	5,493	$	165	$	5,658

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis


	September 30, 2022						December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
Private placement warrants	$	—	$	137	$	—	$	—	$	926	$	—
Embedded derivative liability within the 2021 Convertible Notes	$	—	$	—	$	1,076	$	—	$	—	$	12,359

Liabilities measured at fair value on recurring basis using significant unobservable inputs (Level 3)


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Balance at beginning of the period	$	707	$	—	$	12,359	$	—
Additions	—		29,866		21		29,866
Change in fair value included in earnings	369		(9,927)		(11,304)		(9,927)
Balance at end of the period	$	1,076	$	19,939	$	1,076	$	19,939

Fair Value, Liabilities Measured on Recurring Basis

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


	Level in Fair Value Hierarchy	September 30, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	3,794	$	1,907	$	3,650	$	2,805
Note payable	3	$	—	$	—	$	18,695	$	14,607
2021 Convertible Notes*	3	$	77,667	$	58,140	$	71,789	$	61,866
Term Loan Agreement	3	$	75,492	$	73,666	$	—	$	—
Equipment financing facility	3	$	9,283	$	8,108	$	6,371	$	5,951

*The 2021 Convertible Notes excluded the embedded derivative liability.

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Cost by Plan

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


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Stock options	$	1,357	$	657	$	2,778	$	3,204
Restricted stock units	2,259		3,755		8,215		6,881
Total	$	3,616	$	4,412	$	10,993	$	10,085

Summary of Outstanding Stock Option Activity

The following table summarizes stock option activity for the nine months ended September 30, 2022:


	Units	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (years)
Options Outstanding at December 31, 2021	2,023,460	$	9.51	6.3
Granted	2,950,224	$	1.31
Cancelled/Forfeited	(288,728)	$	7.69
Options Outstanding at September 30, 2022	4,684,956	$	4.46	7.8
Options Exercisable at September 30, 2022	2,388,088	$	6.33	7.0

Share-based Payment Arrangement, Restricted Stock Unit, Activity

A summary of restricted stock units (RSUs) activity during the nine months ended September 30, 2022 is as follows:


	Units	Weighted-Average Grant-Data Fair Value
RSUs Outstanding at December 31, 2021	2,194,756	$	16.36
Granted	2,321,885	$	3.04
Cancelled/Forfeited	(699,279)	$	11.05
Vested	(567,453)	$	17.44
RSUs Outstanding at September 30, 2022	3,249,909	$	7.80

Weighted-Average Assumptions Used to Determine the Fair Value of Options Granted

The weighted average assumptions used to determine the fair value of options granted in the nine months ended September 30, 2022 and 2021 were as follows:


	2022		2021
Volatility	61.42	%	58.70	%
Risk free interest rate	3.19	%	0.70	%
Expected life (years)	4.55		4.28
Dividend yield	0	%	0	%

Shareholders’ (Deficit) Equity (Deficit) (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Antidilutive Shares Excluded from Calculation of Earnings 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 Nine Months Ended September 30,
	2022	2021
Stock options and restricted stock units	7,934,865	4,451,952
Public and private placement warrants	7,326,654	7,327,254
Convertible Notes (if converted)	5,298,396	4,999,100

Nature of Operations and Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		9 Months Ended		21 Months Ended
	Aug. 05, 2022	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Jun. 13, 2022	Apr. 28, 2022	Dec. 31, 2021	Jan. 01, 2021	Dec. 31, 2020
Product Warranty Liability [Line Items]
Assets		$ 138,481,000		$ 138,481,000		$ 138,481,000			$ 169,175,000
Cash, cash equivalents and restricted cash		51,047,000		51,047,000	$ 144,719,000	51,047,000			105,692,000		$ 121,853,000
Liabilities		226,820,000		226,820,000		226,820,000			136,728,000
Convertible notes payable		78,743,000		78,743,000		78,743,000
Other long-term debt		84,775,000		84,775,000		84,775,000
Accumulated deficit		(589,727,000)		(589,727,000)		(589,727,000)			(416,527,000)
Net cash used in operating activities				(159,129,000)	(80,605,000)
Proceeds received from the Term Loan, net of discount				92,783,000	0
Proceeds from equipment financing facility				4,216,000	7,000,000
Operating lease right-of-use asset, net		4,546,000		4,546,000		4,546,000			$ 3,468,000	$ 3,662,000
Present value of minimum lease payments		5,493,000		5,493,000		5,493,000				$ 4,465,000
ATM
Product Warranty Liability [Line Items]
Authorized value of stock to be sold	$ 100,000,000	$ 100,000,000		100,000,000		$ 100,000,000
Commission on gross sale proceeds	3.00%	3.00%
Sale of stock, number of shares issued in transaction (in shares)		12,067,575
Issuance of common stock		$ 30,040,000		$ 29,139,000	0
Cash received on issuance of shares		$ 29,139,000
Sale of stock, price per share (in dollars per share)		$ 2.49		$ 2.49		$ 2.49
Private Placement
Product Warranty Liability [Line Items]
Authorized value of stock to be sold			$ 200,000,000				$ 200,000,000	$ 200,000,000
Sale of stock, number of shares issued in transaction (in shares)		3,967,939		3,967,939
Issuance of common stock				$ 5,000,000	0
Cash received on issuance of shares		$ 5,000,000		$ 5,000,000
Sale of stock, price per share (in dollars per share)		$ 1.26		$ 1.26		$ 1.26
Agreement term			2 years
Share price as percentage of market price			97.00%					97.00%
Proceeds from sale of treasury stock		$ 12,500,000
Term Loan Agreement \| Secured Debt
Product Warranty Liability [Line Items]
Proceeds received from the Term Loan, net of discount		94,681,000
Equipment financing facility \| Line of Credit
Product Warranty Liability [Line Items]
Proceeds from equipment financing facility		$ 4,216,000		$ 4,216,000	$ 7,000,000	$ 11,216,000

Acquisition - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
Acquisition - Narrative (Details) - USD ($) $ in Thousands	Apr. 09, 2021	Apr. 08, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Business acquisition, net of cash acquired					$ 0	$ 160
Loss on debt extinguishment			$ (942)	$ 1,273	(942)	1,273
Loss on pre-existing agreement			$ 0	$ 0	$ 0	$ 30,368
Hi-Power
Business Acquisition [Line Items]
Initial ownership interest	100.00%	49.00%	49.00%		49.00%
Hi-Power
Business Acquisition [Line Items]
Percentage of voting interests acquired	51.00%	51.00%	51.00%		51.00%
Aggregate purchase price	$ 25,000
Aggregate purchase price payment due this year	5,000
Aggregate purchase price payment due year one	5,000
Aggregate purchase price payment due year two	5,000
Aggregate purchase price payment due year three	5,000
Aggregate purchase price payment due year four	5,000
Loss on debt extinguishment			$ 942
Payment to terminate agreement	724
Consideration transferred		$ 418
Fair value of previously held ownership interest		205
Loss on remeasurement		$ 7,480
Hi-Power \| Holtec Power, Inc.
Business Acquisition [Line Items]
Aggregate purchase price	35,283
Business acquisition, net of cash acquired	10,283
Fair value	33,474
Payment to terminate agreement	$ 32,750

Acquisition - Related Fair Values (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Apr. 09, 2021
Business Acquisition [Line Items]
Goodwill	$ 4,331	$ 4,331
Hi-Power
Business Acquisition [Line Items]
Inventory			$ 2,666
Vendor deposits			818
Property, plant and equipment, net			74
Goodwill			4,331
Accounts payable and accrued expenses			(3,634)
Provision for firm purchase commitments			(3,890)
Net assets acquired, net of cash and cash equivalents of $53			365
Cash and cash equivalents			$ 53

Revenue Recognition - Revenue Recognition Table (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 6,065	$ 718	$ 15,258	$ 1,494
Transferred at Point in Time
Disaggregation of Revenue [Line Items]
Total revenue	6,055	714	15,120	1,478
Transferred over Time
Disaggregation of Revenue [Line Items]
Total revenue	$ 10	$ 4	$ 138	$ 16

- 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.

+ References

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+ Details

Revenue Recognition - Narratives (Details) - USD ($)	3 Months Ended		9 Months Ended
Revenue Recognition - Narratives (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Loss on contracts	$ 444,000	$ 0	$ 1,693,000	$ 0
Contract assets			2,626,000	13,000
Increase (decrease) in contract liabilities			572,000	$ 1,122,000
Contract liabilities, due to advance payments			1,184,000
Revenue recognized in contract liabilities			612,000
Contract liabilities, current	465,000		465,000		$ 849,000
Contract liabilities, long-term	956,000		956,000		0
Contract assets, current	3,854,000		3,854,000		$ 1,369,000
Contract assets, long-term	$ 141,000		$ 141,000
Revenue Benchmark \| Customer 1 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	86.50%	49.40%	78.40%	64.70%
Revenue Benchmark \| Customer 2 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	13.40%	33.00%		15.90%
Revenue Benchmark \| Customer 3 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage		17.50%		11.00%

Revenue Recognition - Information about Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract assets	$ 3,995	$ 1,369
Contract liabilities	$ 1,421	$ 849

Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 38,431	$ 104,831	$ 144,194
Restricted cash	1,885	861	525
Long-term restricted cash	10,731	0	0
Total cash, cash equivalents, and restricted cash	$ 51,047	$ 105,692	$ 144,719	$ 121,853

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 23,065	$ 11,898
Work-in-process	128	43
Finished goods	0	1,035
Total inventory, net	$ 23,193	$ 12,976

Property, Plant and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 39,431	$ 20,509
Less: Accumulated depreciation	(9,608)	(7,619)
Total property, plant and equipment, net	29,823	12,890
Equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 25,160	13,489
Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	3 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 and finance lease right-of-use asset	$ 379	226
Estimated Useful lives	5 years
Furniture
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 1,688	808
Furniture \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	3 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 and finance lease right-of-use asset	$ 5,383	2,933
Tooling
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 6,821	$ 3,053
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

Property, Plant and Equipment, Net - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense related to property and equipment	$ 1,571	$ 687	$ 3,817	$ 1,764
Write down of property, plant and equipment	$ 496	$ 0	$ 2,501	$ 11

Intangible Assets - Narratives (Details) - Patents - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Gross patents value	$ 400		$ 400
Patents useful lives			10 years
Patents amortization expenses	$ 10	$ 10	$ 30	$ 30

Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2022	$ 10
2023	40
2024	40
2025	40
2026	40
Thereafter	80
Total	$ 250	$ 280

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration (Details) - Variable Interest Entity, not primary beneficiary - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Loan commitment on the consolidated balance sheet	$ 3,794	$ 3,650
Financing receivable, allowance for credit loss	$ 7	$ 6

- Definition

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

+ References + Details

Accrued Expenses - Schedule of Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued payroll	$ 4,659	$ 3,069
Warranty reserve	3,956	2,112
Accrued legal and professional expenses	987	826
Provision for contract losses	1,693	0
Insurance premium payable, current	2,356	0
Other	2,315	1,667
Total accrued expenses	$ 15,966	$ 7,674

Accrued Expenses - Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty reserve - beginning of period	$ 3,636	$ 872	$ 2,112	$ 0
Additions for current period deliveries	962	917	2,463	1,757
Changes in the warranty reserve estimate	0	(61)	1,321	(29)
Warranty costs incurred	(642)	0	(1,940)	0
Warranty reserve - end of period	$ 3,956	$ 1,728	$ 3,956	$ 1,728

Grant Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Grant Expense, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Other Income and Expenses [Abstract]
Grant expense, net	$ 0	$ 157	$ 4	$ 113
Grant payments received	0	$ 0	0	$ 0
Grants receivable, current	1,250		1,250		$ 1,020
Deferred grant income, current	$ 157		$ 157		$ 0

Related Party Transactions (Details)			1 Months Ended	2 Months Ended	3 Months Ended		9 Months Ended
Related Party Transactions (Details)	Jun. 13, 2022 USD ($)	Apr. 28, 2022 USD ($) loan shares	Jul. 31, 2021 USD ($)	Aug. 31, 2022 $ / shares shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jul. 06, 2021 USD ($)
Related Party Transaction [Line Items]
Payment made for debt issuance cost							$ 12,703,000	$ 4,369,000
Selling, general and administrative expenses					$ 14,651,000	$ 8,825,000	48,045,000	28,952,000
Private Placement
Related Party Transaction [Line Items]
Authorized value of stock to be sold	$ 200,000,000	$ 200,000,000							$ 200,000,000
Each sale aggregate value		$ 20,000,000
Share price as percentage of market price		97.00%							97.00%
Sale of stock, percentage of ownership after transaction		9.99%
Sale of stock ownership threshold after exchange cap percent		19.99%
Number of pre-advance loans by request (or more) \| loan		1
Maximum borrowing capacity under agreement		$ 50,000
Equity interests issued or issuable number of shares issued (in shares) \| shares		465,117
Derivative instruments in hedges, assets, at fair value		$ 0							$ 0
Cash received on issuance of shares					$ 5,000,000		$ 5,000,000
Sale of stock, number of shares issued in transaction (in shares) \| shares					3,967,939		3,967,939
Private Placement \| Yorkville
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares							4,433,056
2021 Convertible Notes \| Convertible Notes
Related Party Transaction [Line Items]
Principal										$ 100,000,000
Yorkville Convertible Promissory Note
Related Party Transaction [Line Items]
Converted instrument, shares issued (in shares) \| shares				3,393,663
Yorkville Convertible Promissory Note \| Convertible Notes
Related Party Transaction [Line Items]
Payment made for debt issuance cost	125,000
Principal	$ 7,500,000
Converted instrument, shares issued (in shares) \| shares				3,393,663
Conversion price per share (in usd per share) \| $ / shares				$ 2.21
Yorkville Convertible Promissory Note \| Convertible Notes \| Common stock
Related Party Transaction [Line Items]
Converted instrument, shares issued (in shares) \| shares				3,393,663
Conversion price per share (in usd per share) \| $ / shares				$ 2.21
Spring Creek Capital, LLC \| 2021 Convertible Notes
Related Party Transaction [Line Items]
Notes receivable, related parties			$ 100,000,000
B. Riley Securities, Inc \| Affiliated Entity
Related Party Transaction [Line Items]
Due from related parties, current						432,000		432,000
B. Riley Securities, Inc \| 2021 Convertible Notes
Related Party Transaction [Line Items]
Payment made for debt issuance cost			$ 3,000,000
Holtec International \| Equity Method Investee
Related Party Transaction [Line Items]
Selling, general and administrative expenses						$ 0		$ 30,368,000

Borrowings - Schedule of Debt (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Borrowing Outstanding
Total long-term debt outstanding	$ 103,980,000	$ 6,389,000
Long-term debt, current	2,822,000	1,644,000
Long-term debt, excluding current	101,158,000	4,745,000
Carrying Value
Total long-term debt outstanding	84,775,000	6,371,000
Long-term debt, current	2,822,000	1,644,000
Long-term debt, excluding current	81,953,000	4,727,000
Convertible Notes
Borrowing Outstanding
Total Convertible Notes Payable - Related Party	105,987,000	102,900,000
Carrying Value
Total Convertible Notes Payable - Related Party	78,743,000	84,148,000
Yorkville Convertible Promissory Note - due September 2022 \| Convertible Notes
Borrowing Outstanding
Total Convertible Notes Payable - Related Party	0	0
Total long-term debt outstanding	0
Carrying Value
Total Convertible Notes Payable - Related Party	0	0
2021 Convertible Notes Payable – Related party - due June 2026
Carrying Value
Total Convertible Notes Payable - Related Party	77,667,000	71,789,000
2021 Convertible Notes Payable – Related party - due June 2026 \| Convertible Notes
Borrowing Outstanding
Total Convertible Notes Payable - Related Party	105,987,000	102,900,000
Total long-term debt outstanding	105,987,000	102,900,000
Carrying Value
Total Convertible Notes Payable - Related Party	78,743,000	84,148,000
Total long-term debt outstanding	78,743,000	84,148,000
Senior Secured Term Loan - due March 2026
Carrying Value
Total long-term debt outstanding	75,492,000	0
Senior Secured Term Loan - due March 2026 \| Secured Debt
Borrowing Outstanding
Total long-term debt outstanding	94,681,000	0
Carrying Value
Total long-term debt outstanding	75,492,000	0
Equipment financing facility - due April 2025
Carrying Value
Total long-term debt outstanding	9,283,000	6,371,000
Equipment financing facility - due April 2025 \| Line of Credit
Borrowing Outstanding
Total long-term debt outstanding	9,299,000	6,389,000
Carrying Value
Total long-term debt outstanding	$ 9,283,000	$ 6,371,000

Borrowings - Narrative (Details)				1 Months Ended		2 Months Ended	3 Months Ended			9 Months Ended		21 Months Ended
Borrowings - Narrative (Details)	Jul. 29, 2022 USD ($)	Jun. 13, 2022 USD ($) $ / shares	Apr. 09, 2021 USD ($)	May 31, 2022 USD ($)	May 31, 2021 USD ($)	Aug. 31, 2022 notice $ / shares shares	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 06, 2021 USD ($)
Debt Instrument [Line Items]
Payment made for debt issuance cost										$ 12,703,000	$ 4,369,000
Outstanding balance							$ 103,980,000			103,980,000		$ 103,980,000	$ 6,389,000
Interest payable - related party							1,590,000			1,590,000		1,590,000	0
Proceeds received from the Term Loan, net of discount										92,783,000	0
Received from credit agreement										4,216,000	7,000,000
Long-term debt, current							2,822,000			2,822,000		2,822,000	1,644,000
Note payable, current							0			0		0	4,926,000
Note payable, excluding current							0			0		0	13,769,000
Loss on debt extinguishment							(942,000)		$ 1,273,000	(942,000)	1,273,000
Hi-Power
Debt Instrument [Line Items]
Aggregate purchase price			$ 25,000,000
Business acquisition, net of cash acquired				$ 5,000,000	$ 5,000,000
Loss on debt extinguishment							942,000
Yorkville Convertible Promissory Note
Debt Instrument [Line Items]
Conversion price per unit (in dollars per share) \| $ / shares						$ 2.21
Converted instrument, shares issued (in shares) \| shares						3,393,663
Yorkville Convertible Promissory Note \| Convertible Notes
Debt Instrument [Line Items]
Principal		$ 7,500,000
Discount rate percentage		2.00%
Conversion price per unit (in dollars per share) \| $ / shares		$ 2.21
Payment made for debt issuance cost		$ 125,000
Interest expense							201,000			309,000
Number Of Investor Notices \| notice						6
Converted instrument, shares issued (in shares) \| shares						3,393,663
Conversion price per share (in usd per share) \| $ / shares						$ 2.21
Outstanding balance							0			0		0
2021 Convertible Notes
Debt Instrument [Line Items]
Interest accretion and amortization of debt issuance costs								$ 3,087,000
Interest payable - related party							1,590,000			1,590,000		1,590,000	0
2021 Convertible Notes \| Convertible Notes
Debt Instrument [Line Items]
Principal														$ 100,000,000
Outstanding balance							105,987,000			105,987,000		105,987,000	102,900,000
Embedded conversion feature							1,076,000			1,076,000		$ 1,076,000	$ 12,359,000
Gain (loss) on beneficial conversion feature							$ (369,000)		9,927,000	$ 11,304,000	9,927,000
Annual effective interest rates in excess							25.00%			25.00%		25.00%	19.00%
Interest accretion and amortization of debt issuance costs - related party							$ 2,759,000		3,611,000	$ 7,490,000	3,611,000
Term Loan Agreement \| SOFR \| Minimum
Debt Instrument [Line Items]
Variable rate spread	0.2616%
Term Loan Agreement \| NYFRB \| Minimum
Debt Instrument [Line Items]
Variable rate spread	0.50%
Term Loan Agreement \| Secured Debt
Debt Instrument [Line Items]
Outstanding balance							94,681,000			$ 94,681,000		$ 94,681,000	$ 0
Proceeds received from the Term Loan, net of discount							$ 94,681,000
Number of days prior to current maturity date	91 days
Minimum prepayment amount	$ 500,000,000
Annual effective interest rates in excess							19.20%			19.20%		19.20%
Debt issuance costs	12,607,000
Debt issuance costs, Gross	1,898,000
Insurance premiums amount	11,724,000
Accrued insurance policy premiums	$ 5,231,000
Number of Immediately following interest payments required to be escrowed	4
Interest escrowed for loan							$ 10,731,000			$ 10,731,000		$ 10,731,000
Maximum borrowing capacity under agreement	$ 15,000,000
Interest accretion and amortization of debt issuance costs - related party							$ 2,409,000			$ 2,409,000
Term Loan Agreement \| Secured Debt \| First Anniversary
Debt Instrument [Line Items]
Additional premium percentage to be paid	3.00%
Term Loan Agreement \| Secured Debt \| Second Anniversary
Debt Instrument [Line Items]
Additional premium percentage to be paid	3.00%
Term Loan Agreement \| Secured Debt \| Third Anniversary
Debt Instrument [Line Items]
Additional premium percentage to be paid	2.00%
Term Loan Agreement \| SOFR Loans
Debt Instrument [Line Items]
Variable rate spread	8.50%
Annual effective interest rates in excess							11.30%			11.30%		11.30%
Term Loan Agreement \| ABR Loans
Debt Instrument [Line Items]
Debt instruments, coupon rate	7.50%
Equipment financing facility
Debt Instrument [Line Items]
Remaining borrowing capacity							$ 13,784,000			$ 13,784,000		$ 13,784,000
Long-term line of credit							84,775,000			84,775,000		84,775,000	6,371,000
Long-term debt, current							2,822,000			2,822,000		2,822,000	1,644,000
Interest accretion and amortization of debt issuance costs - related party							190,000		$ 0	615,000	$ 0
Equipment financing facility \| Line of Credit
Debt Instrument [Line Items]
Outstanding balance							$ 9,299,000			$ 9,299,000		$ 9,299,000	6,389,000
Annual effective interest rates in excess							16.20%		14.30%	16.20%	14.30%	16.20%
Debt issuance costs							$ 96,000		$ 175,000	$ 96,000	$ 175,000	$ 96,000
Maximum borrowing capacity							25,000,000			25,000,000		25,000,000
Received from credit agreement							4,216,000			4,216,000	7,000,000	$ 11,216,000
Commitment fee amount											$ 188,000
Hi-Power Purchase Agreement \| Notes Payable
Debt Instrument [Line Items]
Note payable, current													13,769,000
Note payable, excluding current													$ 4,926,000
Loss on debt extinguishment							$ (942,000)			$ (942,000)

Borrowings - Debt Assumptions (Details) - 2021 Convertible Notes - Convertible Notes	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt instrument, term	3 years 9 months 18 days	4 years 6 months
Annual effective interest rates in excess	25.00%	19.00%
Dividend yield
Debt Instrument [Line Items]
Debt Instrument, measurement input	0	0
Risk-free interest rate
Debt Instrument [Line Items]
Debt Instrument, measurement input	0.041	0.012
Volatility
Debt Instrument [Line Items]
Debt Instrument, measurement input	0.750	0.600

Borrowings - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
2021 Convertible Notes \| Convertible Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 1,590	$ 1,500	$ 4,677	$ 1,500
Amortization of debt discount	1,065	781	2,532	781
Amortization of debt issuance costs	104	1,330	281	1,330
Total	2,759	$ 3,611	7,490	$ 3,611
Term Loan Agreement \| Secured Debt
Debt Instrument [Line Items]
Contractual interest expense	1,861		1,861
Amortization of debt discount	53		53
Amortization of debt issuance costs	495		495
Total	$ 2,409		$ 2,409

Borrowings - Net Carrying Value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal	$ 103,980	$ 6,389
Total long-term debt outstanding	84,775	6,371
2021 Convertible Notes \| Convertible Notes
Debt Instrument [Line Items]
Principal	105,987	102,900
Unamortized debt discount	(25,811)	(28,321)
Unamortized debt issuance costs	(2,509)	(2,790)
Embedded conversion feature	1,076	12,359
Total long-term debt outstanding	78,743	84,148
Term Loan Agreement
Debt Instrument [Line Items]
Total long-term debt outstanding	75,492	0
Term Loan Agreement \| Secured Debt
Debt Instrument [Line Items]
Principal	94,681	0
Unamortized debt discount	(1,846)
Unamortized debt issuance costs	(17,343)
Total long-term debt outstanding	$ 75,492	$ 0

Borrowings - Note Payable (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 09, 2021	May 31, 2022	May 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt, current				$ 2,822		$ 2,822		$ 1,644
Long-term debt, excluding current				81,953		81,953		$ 4,727
Loss on debt extinguishment				(942)	$ 1,273	(942)	$ 1,273
Hi-Power Purchase Agreement \| Notes Payable
Debt Instrument [Line Items]
Loss on debt extinguishment				(942)		$ (942)
Hi-Power
Debt Instrument [Line Items]
Aggregate purchase price	$ 25,000
Business acquisition, net of cash acquired		$ 5,000	$ 5,000
Loss on debt extinguishment				$ 942

Warrants Liability - Related Party (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	7,001,654		7,001,654		7,002,254
Warrants liability - related party	$ 137		$ 137		$ 926
Change in fair value, warrants liability - related party	$ (47)	$ 705	$ 790	$ 1,066
Private Placement
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	325,000		325,000		325,000

Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Leases [Abstract]
Operating lease right-of-use asset, net	$ 4,546	$ 3,468	$ 3,662
Finance lease assets	$ 163	$ 28
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, plant and equipment, net	Property, plant and equipment, net
Total lease assets	$ 4,709	$ 3,496
Liabilities
Operating lease liability, current	1,067	1,084
Finance lease liability	$ 31	$ 8
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Operating lease liability, long-term	$ 4,426	$ 3,224
Finance lease liability	$ 134	$ 17
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other liabilities	Other liabilities
Present value of minimum lease payments	$ 5,658	$ 4,333

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Leases [Abstract]
Operating lease, cost	$ 352	$ 279	$ 1,029	$ 752
Operating lease, weighted average remaining lease term	4 years 21 days		4 years 21 days
Operating lease, weighted average discount rate, percent	10.40%		10.40%
Finance lease, weighted average remaining lease term	4 years 2 months 4 days		4 years 2 months 4 days
Finance lease, weighted average discount rate, percent	19.90%		19.90%
Sales-type lease, term of contract	20 years		20 years
Sales-type lease, interest income, lease receivable	$ 0	$ 0	$ 1,166	$ 0
Sales-type lease, lease receivable	$ 1,456		$ 1,456		$ 347

Leases - Future Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Operating Leases
Remainder of 2022	$ 378
2023	1,538
2024	1,617
2025	1,701
2026	1,420
Later years	0
Total minimum lease payments	6,654
Less amounts representing interest	1,161
Present value of minimum lease payments	5,493		$ 4,465
Financing Leases
Remainder of 2022	15
2023	60
2024	60
2025	55
2026	35
Later years	19
Total minimum lease payments	244
Less amounts representing interest	79
Present value of minimum lease payments	165
Total
Remainder of 2022	393
2023	1,598
2024	1,677
2025	1,756
2026	1,455
Later years	19
Total minimum lease payments	6,898
Less amounts representing interest	1,240
Present value of minimum lease payments	$ 5,658	$ 4,333

Fair Value Measurement - Fair Value of Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private placement warrants	$ 137	$ 926
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private placement warrants	0	0
Level 1 \| Embedded Derivative Financial Instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivative liability within the 2021 Convertible Notes	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private placement warrants	137	926
Level 2 \| Embedded Derivative Financial Instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivative liability within the 2021 Convertible Notes	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private placement warrants	0	0
Level 3 \| Embedded Derivative Financial Instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivative liability within the 2021 Convertible Notes	$ 1,076	$ 12,359

Fair Value Measurement - Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	$ 1,076	$ 19,939	$ 1,076	$ 19,939	$ 707	$ 12,359	$ 0	$ 0
Additions	0	29,866	21	29,866
Change in fair value included in earnings	369	(9,927)	(11,304)	(9,927)
Balance at end of the period	$ 1,076	$ 19,939	$ 1,076	$ 19,939

Fair Value Measurement - Carrying Value and Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 84,775	$ 6,371
Carrying Value	0	18,695
Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	3,794	3,650
2021 Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	77,667	71,789
Term Loan Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	75,492	0
Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	9,283	6,371
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	14,607
Level 3 \| Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	1,907	2,805
Level 3 \| 2021 Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	58,140	61,866
Level 3 \| Term Loan Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	73,666	0
Level 3 \| Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 8,108	$ 5,951

Commitments and Contingencies (Details) $ in Thousands	9 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Sep. 30, 2022 USD ($)
U.S. Department of Justice
Other Commitments [Line Items]
Settlement, amount awarded to other party	$ 1,017
Relator
Other Commitments [Line Items]
Settlement, amount awarded to other party	70
Firm Commitment
Other Commitments [Line Items]
Non-cancellable purchase commitment	127
Minimum Volume Commitment
Other Commitments [Line Items]
Non-cancellable purchase commitment	$ 501

Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 3,616	$ 4,412	$ 10,993	$ 10,085
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	1,357	657	2,778	3,204
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 2,259	$ 3,755	$ 8,215	$ 6,881

Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Units
Beginning outstanding balance (in shares)	2,023,460
Grants in period (in shares)	2,950,224
Cancelled/Forfeited (in shares)	(288,728)
Ending outstanding balance (in shares)	4,684,956	2,023,460
Exercisable (in shares)	2,388,088
Weighted-Average Grant-Data Fair Value
Beginning outstanding balance (in dollars per share)	$ 9.51
Granted (in dollars per share)	1.31
Cancelled/Forfeited (in dollars per share)	7.69
Ending outstanding balance (in dollars per share)	4.46	$ 9.51
Exercisable (in dollars per share)	$ 6.33
Weighted-Average Remaining Contractual Term (years)
Options outstanding	7 years 9 months 18 days	6 years 3 months 18 days
Options exercisable	7 years

Stock-Based Compensation - Summary of Restricted Unit Activity (Details) - Restricted stock units	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Units
Beginning outstanding balance (in shares) \| shares	2,194,756
Granted (in shares) \| shares	2,321,885
Cancelled/ Forfeited (in shares) \| shares	(699,279)
Vested (in shares) \| shares	(567,453)
Ending outstanding balance (in shares) \| shares	3,249,909
Weighted-Average Grant-Data Fair Value
Beginning outstanding balance (in dollars per share) \| $ / shares	$ 16.36
Granted (in dollars per share) \| $ / shares	3.04
Forfeited (in dollars per share) \| $ / shares	11.05
Vested (in dollars per share) \| $ / shares	17.44
Ending outstanding balance (in dollars per share) \| $ / shares	$ 7.80

Stock-Based Compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized for issuance (in shares)	2,537,866
Number of shares remain for future issuance (in shares)	536,670		2,282,906
Grants in period (in shares)	2,950,224
Unrecognized stock compensation expense	$ 20,101
Unrecognized stock compensation expense attributable to stock option	$ 1,919
Weighted average grant date fair value of options granted (in dollars per share)	$ 0.68	$ 8.08
Share-Based Payment Arrangement, Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	4 years
Options, vested and expected to vest, outstanding, number (in shares)	1,950,000
Share-Based Payment Arrangement, Option \| Performance and Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period (in shares)	2,000,000
Share-Based Payment Arrangement, Option \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options term	5 years
Options vesting term	3 months
Share-Based Payment Arrangement, Option \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options term	10 years
Options vesting term	5 years
Share-Based Payment Arrangement, Option \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	8 months 12 days
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	2,321,885
Awards outstanding (in shares)	60,000
Unrecognized stock compensation expense attributable to RSUs	$ 18,182
Restricted Stock Units (RSUs) \| Performance and Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	75,000
Restricted Stock Units (RSUs) \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	3 years
Restricted Stock Units (RSUs) \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	4 years
Restricted Stock Units (RSUs) \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	1 year 8 months 12 days

Stock-Based Compensation - Weighted-Average Assumptions Used to Determine the Fair Value of Options Granted (Details)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement [Abstract]
Volatility	61.42%	58.70%
Risk free interest rate	3.19%	0.70%
Expected life (years)	4 years 6 months 18 days	4 years 3 months 10 days
Dividend yield	0.00%	0.00%

Income Taxes - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Tax provision (benefit)	$ 110	$ 0	$ 45	$ 0

- Definition

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

+ References + Details

Shareholders’ (Deficit) Equity - Additional Information (Details)					2 Months Ended	3 Months Ended		9 Months Ended
	Aug. 05, 2022 USD ($) $ / shares	Apr. 28, 2022 USD ($)	Jan. 22, 2021 tradingDay $ / shares shares	Nov. 16, 2020 tradingDay $ / shares shares	Aug. 31, 2022 $ / shares shares	Sep. 30, 2022 USD ($) vote $ / shares shares	Sep. 30, 2021 USD ($) shares	Sep. 30, 2022 USD ($) vote $ / shares shares	Sep. 30, 2021 USD ($) shares	Jun. 30, 2022 USD ($) shares	Jun. 28, 2022 $ / shares shares	Jun. 27, 2022 $ / shares shares	Jun. 13, 2022 USD ($)	Dec. 31, 2021 $ / shares shares	Jun. 30, 2021 shares	Dec. 31, 2020 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, par value (in dollars per share) \| $ / shares	$ 0.0001					$ 0.0001		$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares)						300,000,000		300,000,000			300,000,000	200,000,000		200,000,000
Number of votes for each share \| vote						1		1
Common stock, shares issued (in shares)				2,000,000		74,082,289		74,082,289						53,786,632
Common stock, shares outstanding (in shares)						74,082,289		74,082,289						53,786,632
Earnout period				5 years
Earnout period, threshold, business days \| tradingDay				5
Earnout period, stock price trigger (in dollars per share) \| $ / shares			$ 16.00	$ 16.00
Contingent consideration, equity, earnout period, threshold trading days \| tradingDay			20	20
Earnout period, threshold consecutive trading days \| tradingDay			30	30
Contingent consideration, liability (in shares)				1,718,000
Contingent consideration, liability, earnout period				5 years
Contingent liability, earnout period, threshold trading days \| tradingDay			20	20
Contingent liability, earnout period, threshold consecutive trading days \| tradingDay			30	30
Shares withheld from employee to cover payroll tax liability \| $						$ 77,000	$ 0	$ 929,000	$ 0
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
Warrants outstanding (in shares)						7,001,654		7,001,654						7,002,254
Yorkville Convertible Promissory Note
Class of Stock [Line Items]
Converted instrument, shares issued (in shares)					3,393,663
Conversion price per unit (in dollars per share) \| $ / shares					$ 2.21
Block A Sponsor Earnout Shares
Class of Stock [Line Items]
Contingent consideration, liability (in shares)				859,000
Earnout period, stock price trigger (in dollars per share) \| $ / shares				$ 12.00
Block B Sponsor Earnout Shares
Class of Stock [Line Items]
Contingent consideration, liability (in shares)				859,000
Earnout period, stock price trigger (in dollars per share) \| $ / shares			$ 16.00	$ 16.00
Common stock
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)						74,082,289	53,698,840	74,082,289	53,698,840	58,519,739				53,786,632	53,353,858	48,943,082
Issuance of contingently issuable common stock (in shares)			1,999,185						1,999,185
Exercise of warrants (in shares)						0	282,332	600	1,747,746
Commitment fee for SEPA settled by common stock (in shares)								465,117
Other Operating Income (Expense)
Class of Stock [Line Items]
Commitment fee for SEPA settled by common stock \| $								$ 1,061,000
ATM
Class of Stock [Line Items]
Authorized value of stock to be sold \| $	$ 100,000,000					$ 100,000,000		$ 100,000,000
Cash received on issuance of shares \| $						$ 29,139,000
Sale of stock, number of shares issued in transaction (in shares)						12,067,575
Sale of stock, price per share (in dollars per share) \| $ / shares						$ 2.49		$ 2.49
Commission on gross sale proceeds	3.00%					3.00%
Private Placement
Class of Stock [Line Items]
Authorized value of stock to be sold \| $		$ 200,000,000								$ 200,000,000			$ 200,000,000
Each sale aggregate value \| $		$ 20,000,000
Share price as percentage of market price		97.00%								97.00%
Sale of stock, percentage of ownership after transaction		9.99%
Sale of stock ownership threshold after exchange cap percent		19.99%
Commitment fee for SEPA settled by common stock (in shares)								465,117
Cash received on issuance of shares \| $						$ 5,000,000		$ 5,000,000
Sale of stock, number of shares issued in transaction (in shares)						3,967,939		3,967,939
Sale of stock, price per share (in dollars per share) \| $ / shares						$ 1.26		$ 1.26

Shareholders’ (Deficit) Equity - Anti-dilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
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)	7,934,865	4,451,952	7,934,865	4,451,952
Public and private placement warrants
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	7,326,654	7,327,254	7,326,654	7,327,254
Convertible Notes (if converted)
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	5,298,396	4,999,100	5,298,396	4,999,100