0001628280-23-005647 | 10-K | XBRL Viewer | EOS Energy Enterprises INC

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Feb. 22, 2023	Jun. 30, 2022
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity Registrant Name	EOS ENERGY ENTERPRISES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39291
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 53.7
Entity Common Stock, Shares Outstanding		84,890,812
Entity Central Index Key	0001805077
Document Fiscal Year Focus	2022
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY)	FY
Amendment Flag	false
Common Stock
Entity 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
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of common stock
Trading Symbol	EOSEW
Security Exchange Name	NASDAQ

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	Deloitte & Touche LLP
Auditor Location	New York, NY
Auditor Firm ID	34

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 17,076	$ 104,831
Restricted cash	2,725	861
Accounts receivable, net	1,666	1,916
Inventory, net	23,260	12,976
Vendor deposits	4,789	16,653
Notes receivable, net	36	103
Contract assets, current	1,859	1,369
Prepaid expenses	2,289	2,595
Other current assets	1,447	1,268
Total current assets	55,147	142,572
Property, plant and equipment, net	27,169	12,890
Intangible assets, net	240	280
Goodwill	4,331	4,331
Notes receivable, net	827	3,547
Operating lease right-of-use asset, net	4,316	3,468
Long-term restricted cash	11,422	0
Other assets, net	3,336	2,087
Total assets	106,788	169,175
Current liabilities:
Accounts payable	34,669	12,531
Accrued expenses	15,359	7,674
Accounts payable and accrued expenses - related parties	0	1,200
Operating lease liability, current	1,106	1,084
Note payable, current	0	4,926
Long-term debt, current	2,872	1,644
Convertible notes payable - related party	2,688	0
Contract liabilities, current	3,850	849
Other current liabilities	32	9
Total current liabilities	60,576	29,917
Long-term liabilities:
Operating lease liability	4,130	3,224
Notes payable	0	13,769
Long-term debt	87,321	4,727
Convertible notes payable - related party	82,950	84,148
Contract liabilities, long-term	956	0
Warrants - related party	78	926
Other liabilities	3,488	17
Total long-term liabilities	178,923	106,811
Total liabilities	239,499	136,728
Commitments and Contingencies (Note 17)
SHAREHOLDERS' (DEFICIT) EQUITY
Common Stock, $0.0001 par value, 300,000,000 and 200,000,000 shares authorized, 82,653,781 and 53,786,632 shares outstanding at December 31, 2022 and 2021, respectively	9	5
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding at December 31, 2022 and 2021	0	0
Additional paid in capital	513,614	448,969
Accumulated deficit	(646,340)	(416,527)
Accumulated other comprehensive income	6	0
Total shareholders' (deficit) equity	(132,711)	32,447
Total liabilities and shareholders’ (deficit) equity	$ 106,788	$ 169,175

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	200,000,000
Common stock, shares issued (in shares)	82,653,781	53,786,632
Common stock, shares outstanding (in shares)	82,653,781	53,786,632
Preferred stock issued per unit (in usd 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

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue
Total revenue	$ 17,924	$ 4,598
Costs and expenses
Cost of goods sold	153,260	46,483
Research and development expenses	18,469	19,154
Selling, general and administrative expenses	60,623	42,998
Loss on pre-existing agreement	0	30,368
Loss from write-down of property, plant and equipment	6,846	50
Grant (income) expense, net	(16)	269
Total costs and expenses	239,182	139,322
Operating loss	(221,258)	(134,724)
Other (expense) income
Interest expense, net	(7,915)	(604)
Interest expense – related party	(10,898)	(4,597)
Remeasurement of equity method investment	0	(7,480)
Gain on change in fair value of derivatives - related parties	11,728	19,282
Income from equity in unconsolidated joint venture	0	440
(Loss) gain on debt (extinguishment)/forgiveness	(942)	1,273
Other (expense) income	(477)	2,194
Loss before income taxes	(229,762)	(124,216)
Income tax expense	51	0
Net loss	(229,813)	(124,216)
Other comprehensive income
Foreign currency translation adjustment, net of tax	6	0
Comprehensive loss	$ (229,807)	$ (124,216)
Basic and diluted loss per share attributable to common shareholders
Basic (in usd per share)	$ (3.68)	$ (2.36)
Diluted (in usd per share)	$ (3.68)	$ (2.36)
Weighted average shares of common stock
Basic (in shares)	62,439,857	52,664,349
Diluted (in shares)	62,439,857	52,664,349

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands	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 balance at Dec. 31, 2020	$ 120,785	$ 5	$ 395,491	$ 17,600	$ 0	$ (292,311)
Increase (decrease) in stockholders' equity [Roll Forward]
Release of restricted stock units (in shares)		859,000
Issuance of earnout shares (in shares)		1,999,185
Issuance of earnout shares	0		17,600	(17,600)
Stock-based compensation	$ 15,058		15,058
Exercise of options (in shares)	123,837	123,837
Exercise of options	$ 1,074		1,074
Exercise of warrants (in shares)		1,747,746
Exercise of warrants	20,099		20,099
Release of restricted stock units (in shares)		154,600
Cancellation of shares used to settle payroll tax withholding (in shares)		(40,818)
Cancellation of shares used to settle payroll tax withholding	(353)		(353)
Foreign currency translation adjustment, net of tax	0
Net loss	$ (124,216)					(124,216)
Ending balances (in shares) at Dec. 31, 2021	53,786,632	53,786,632
Ending balance at Dec. 31, 2021	$ 32,447	$ 5	448,969	0	0	(416,527)
Increase (decrease) in stockholders' equity [Roll Forward]
Release of restricted stock units (in shares)		704,178
Stock-based compensation	13,794		13,794
Exercise of warrants (in shares)		600
Exercise of warrants	7		7
Cancellation of shares used to settle payroll tax withholding (in shares)		(203,951)
Cancellation of shares used to settle payroll tax withholding	(978)		(978)
Issuance of common stock under June 2022 Promissory Note (in shares)		3,393,663
Issuance of common stock under June 2022 Promissory Note	7,535	$ 1	7,534
Issuance of common stock under ATM program (in shares)		20,539,603
Issuance of common stock under ATM program	38,626	$ 2	38,624
Issuance of common stock under SEPA (in shares)		3,967,939
Issuance of common stock under SEPA	4,604	$ 1	4,603
Commitment fee for SEPA settled by common stock (in shares)		465,117
Commitment fee for SEPA settled by common stock	1,061		1,061
Foreign currency translation adjustment, net of tax	6				6
Net loss	$ (229,813)					(229,813)
Ending balances (in shares) at Dec. 31, 2022	82,653,781	82,653,781
Ending balance at Dec. 31, 2022	$ (132,711)	$ 9	$ 513,614	$ 0	$ 6	$ (646,340)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (229,813)	$ (124,216)
Adjustment to reconcile net loss to net cash used in operating activities
Stock-based compensation	13,794	15,058
Depreciation and amortization	6,814	2,613
Loss from write-down of property, plant and equipment	6,846	50
Amortization of right-of-use assets	865	924
Remeasurement of equity method investment	0	7,480
Income from equity in unconsolidated joint venture	0	(440)
Interest accretion and amortization of debt issuance costs	1,886	0
Interest accretion and amortization of debt issuance costs - related party	4,584	2,950
Commitment fee for SEPA settled by common stock - related party	1,061	0
Loss (gain) on debt extinguishment/(forgiveness)	942	(1,273)
Gain on change in fair value of derivatives - related parties	(11,728)	(19,282)
Other	5,918	2,900
Changes in operating assets and liabilities:
Prepaid expenses	304	(284)
Inventory	(10,284)	(10,096)
Accounts receivable	234	(1,916)
Vendor deposits	6,808	(7,419)
Contract assets	(631)	(1,369)
Accounts payable	19,516	5,823
Accrued expenses	5,079	2,581
Accounts payable and accrued expenses-related parties	(1,200)	(1,317)
Provision for firm purchase commitments	0	(5,475)
Operating lease liabilities	(785)	(846)
Contract liabilities	3,957	772
Note payable	(19,637)	18,695
Other	(1,387)	(2,060)
Net cash used in operating activities	(196,857)	(116,147)
Cash flows from investing activities
Investment in notes receivable	(261)	(4,907)
Proceeds from notes receivable	3,163	1,320
Business acquisition, net of cash acquired	0	(160)
Investment in joint venture	0	(4,000)
Purchases of property, plant and equipment	(20,072)	(15,589)
Net cash used in investing activities	(17,170)	(23,336)
Cash flows from financing activities
Proceeds from issuance of convertible notes payable – related party, net of discount	9,310	100,000
Payment of debt issuance costs - related party	(304)	0
Proceeds received from the Senior Secured Term Loan, net of discount	97,992	0
Payment of debt issuance costs	(12,398)	(4,370)
Principal payments on finance lease obligations	(14)	(11)
Repayment of other financing	0	(94)
Proceeds from equipment financing facility	4,216	7,000
Repayment of equipment financing facility	(1,913)	(455)
Proceeds from exercise of stock options	0	1,074
Proceeds from exercise of public warrants	7	20,099
Repurchase of shares from employees for income tax withholding purposes	(978)	(353)
Other	0	432
Net cash provided by financing activities	139,544	123,322
Effect of foreign exchange on cash, cash equivalents and restricted cash	14	0
Net decrease in cash, cash equivalents and restricted cash	(74,469)	(16,161)
Cash, cash equivalents and restricted cash, beginning of year	105,692	121,853
Cash, cash equivalents and restricted cash, end of year	31,223	105,692
Non-cash investing and financing activities:
Right-of-use operating lease assets in exchange for lease liabilities	2,112	4,351
Fixed assets acquired with finance lease	147	21
Accrued and unpaid capital expenditures	2,626	576
Issuance of convertible notes for interest paid-in-kind	6,267	2,900
Issuance of common stock under June 2022 Promissory Note	7,534	0
Accrued and unpaid debt issuance costs	5,536	0
Supplemental disclosures
Cash paid for interest	5,766	157
At The Market Program
Cash flows from financing activities
Issuance of common stock	38,626	0
SEPA
Cash flows from financing activities
Issuance of common stock	$ 5,000	$ 0

Overview	12 Months Ended
Overview	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Overview	Overview Eos Energy Enterprises, Inc. (the “Company,” “we,” “us,” “our,” and “Eos”) designs, develops, manufactures, and markets innovative energy storage solutions for utility-scale, microgrid, and commercial & industrial (“C&I”) applications. Eos developed a broad range of intellectual property with multiple patents covering unique battery chemistry, mechanical product design, energy block configuration and a software operating system (Battery Management System). The Company has only one operating and reportable segment. Liquidity and Going Concern As a growth company in the early commercialization stage of its lifecycle, Eos is subject to inherent risks and uncertainties associated with the development of an enterprise. In this regard, substantially all of the Company’s efforts to date have been devoted to the development and manufacturing of battery energy storage systems and complimentary products and services, recruitment of management and technical staff, deployment of capital to expand the Company’s operations to meet customer demand and raising capital to fund the Company’s development. As a result of these efforts, the Company has incurred significant losses and negative cash flows from operations since its inception and expects to continue to incur such losses and negative cash flows for the foreseeable future until such time that the Company can reach a scale of profitability to sustain its operations. In order to execute its development strategy, the Company has historically relied on outside capital through the issuance of equity, debt, and borrowings under financing arrangements (collectively “outside capital”) to fund its cost structure and expects to continue to rely on outside capital for the foreseeable future. While the Company believes it will eventually reach a scale of profitability to sustain its operations, there can be no assurance the Company will be able to achieve such profitability or do so in a manner that does not require its continued reliance on outside capital. Moreover, while the Company has historically been successful in raising outside capital, there can be no assurance the Company will be able to continue to obtain outside capital in the future or do so on terms that are acceptable to the Company. As of the date the accompanying consolidated financial statements were issued (the “issuance date”), management evaluated the significance of the following negative financial conditions in accordance with Accounting Standard Codification 205-40, Going Concern: •Since its inception, the Company has incurred significant losses and negative cash from operations in order to fund its development. During the year ended December 31, 2022, the Company incurred a net loss of $(229,813), incurred negative cash flows from operations of $(196,857), and had an accumulated deficit of $(646,340) as of December 31, 2022. •As of December 31, 2022, the Company had $17,076 of unrestricted cash and cash equivalents available to fund the Company’s operations, no additional borrowings available to fund its operations under pre-existing financing arrangements (see Note 13, Borrowings) and negative working capital of $(5,429), inclusive of $5,560 of outstanding debt that is currently scheduled to mature within the next twelve months beyond the issuance date. •While the Company has available capacity under certain pre-existing arrangements to issue shares of the Company’s common stock, including under the SEPA and the ATM offering program, (see also Note 20, Shareholders’ Equity) to aid in funding the Company’s operations, the Company’s ability to secure such funding is dependent upon certain conditions, such as investors’ willingness to purchase the Company’s common stock and at a price that is acceptable to the Company. Accordingly, as of the issuance date there is no assurance the Company will be able to secure funding under these pre-existing arrangements or on terms that are acceptable to the Company. •Similarly, while the Company has historically been successful in raising additional outside capital to fund the Company’s operations, as of the issuance date no assurance can be provided the Company will be successful in obtaining additional outside capital or on terms that are acceptable to the Company. In this regard, the Company is currently in the process of negotiating additional outside capital under the U.S. Department of Energy’s (“DOE”) Loan Guarantee Solicitation for Applications for Renewable Energy Projects and Efficient Energy Projects (the “DOE Loan Program”). As of the issuance date, the Company remains in the due diligence phase of negotiations with the DOE, however, there can be no assurance that the Company will be able to secure such loan or on terms that are acceptable to the Company. •The Company is required to remain in compliance with a quarterly minimum financial liquidity covenant under its Senior Secured Term Loan. While the Company was in compliance with this covenant as of December 31, 2022, and expects to remain in compliance as of March 31, 2023, absent the Company’s ability to secure additional outside capital, the Company may be unable to remain in compliance with this covenant beginning on June 30, 2023 and thereafter. In the event the Company is unable to remain in compliance with the minimum financial liquidity covenant and the other nonfinancial covenants required by the Senior Secured Term Loan, and the Company is further unable to cure such noncompliance or secure a waiver, Atlas may, at its discretion, exercise any and all of its existing rights and remedies, which may include, among other things, entering into a forbearance agreement with the Company, and/or asserting its rights in the Company’s assets securing the loan. Moreover, the Company’s other lenders may exercise similar rights and remedies under the cross-default provisions of their respective borrowing arrangements with the Company. •Absent an ability to secure additional outside capital in the near term, the Company will be unable to meet its obligations as they become due over the next twelve months beyond the issuance date. •In the event the Company’s ongoing efforts to raise additional outside capital prove unsuccessful, management will be required to seek other strategic alternatives, which may include, among others, a significant curtailment in the Company’s operations, a sale of certain of the Company’s assets, a sale of the entire Company to strategic or financial investors, and/or allowing the Company to become insolvent. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Principles of Consolidation The Company follows accounting standards established by the Financial Accounting Standards Board (“FASB”) to ensure consistent reporting of financial condition, results of operations and cash flows. References to accounting principles generally accepted in the United States (“GAAP”) in these notes are to the FASB Accounting Standards Codification™ (“ASC”) and related updates (“ASU”). The financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with GAAP. All intercompany transactions and balances have been eliminated in consolidation. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. 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 years ended December 31, 2022 and 2021, are included as other income (expense) in the consolidated statements of operations and comprehensive loss. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the consolidated financial statements include the calculation of the warranty liability and valuation of embedded derivatives within certain of our debt obligations. Allowance for Expected Credit Losses The Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded in the allowance for expected credit losses. As of December 31, 2022 and 2021, the allowances for expected credit loss related to Accounts Receivable was $3 and $9, respectively. The Company also has an immaterial allowance related to its Notes Receivable, net, which is included on the accompanying consolidated balance sheets. Business Combinations The Company accounts for the acquisition of a business using the acquisition method of accounting and allocates the purchase price of acquired entities to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, with any excess recorded as goodwill. The operating results of acquired businesses are included in the Company’s results of operations beginning as of their effective acquisition dates. Additional information regarding acquisitions can be found in Note 3, Acquisition. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. Embedded derivatives Some of our debt financings contain embedded derivatives, such as conversion features in our Convertible Notes- Related Party, as well as in our Yorkville Convertible Promissory Note. The Company evaluates each debt agreement to determine whether the embedded derivative feature requires bifurcation from the host liability, in which case would require to be accounted for as a derivative liability. The Company uses valuation models to estimate the fair value of the embedded derivatives. The change in fair value of the embedded derivatives is presented separately on the consolidated statements of operations and comprehensive loss. Earnings (loss) Per Share In accordance with the provisions of ASC Topic 260, Earnings 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. See Note 20, Shareholders' Equity for further information. Fair Value of Financial Instruments The carrying amounts for the Company’s financial instruments classified as current assets and liabilities, including cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities and accounts payable approximate fair value due to their short maturities. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Goodwill Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is reviewed for impairment each year using a qualitative or quantitative process that is performed at least annually or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount. Prior to performing a quantitative evaluation, an assessment of qualitative factors may be performed to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value. If it is determined that it is unlikely that the carrying value exceeds the fair value, the Company is not required to complete the quantitative goodwill impairment evaluation. If it is determined that the carrying value may exceed fair value when considering qualitative factors, a quantitative goodwill impairment evaluation is performed. When performing the quantitative evaluation, if the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. The Company completed the annual goodwill impairment test as of November 30, 2022, using a qualitative assessment for the reporting unit. The Company concluded that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount, and a quantitative goodwill impairment test was not necessary. As a result of the annual assessment, there were no impairment charges for the year ended December 31, 2022. Government Grants The Company records grants received or receivable from government agencies as an offset to the related costs for which the grants are intended to compensate the Company. The costs of satisfying the Company’s obligations under the respective grant agreements are recognized as expense when incurred. Once the expenses are approved by the government agencies the Company records the grant receivable and related grant income. Grants received from government agencies for which expenses have not been incurred are included within accrued expenses. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An assessment is performed to determine whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of any long-lived asset impairment is measured based on fair value and is charged to operations in the period in which a long-lived assets impairment is determined by management. During the fourth quarter of 2022, the Company recorded a loss from write-down of property, plant and equipment (see Note 7, Property, Plant & Equipment for further discussion). Income Taxes and Deferred Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, Income Taxes ("ASC 740"). Income taxes are computed under the asset and liability method reflecting both current and deferred taxes, which reflect the tax impact of all events included in the financial statements. The balance sheet approach (i) reflects a current tax liability or asset recognized for estimated taxes payable or refundable on tax returns for the current and prior years, (ii) reflects a deferred tax liability or asset recognized for the estimated future tax effects attributable to temporary differences and carryforwards, (iii) measures current and deferred tax liabilities and assets using the enacted tax rate of which the effects of future changes in tax laws or rates are not anticipated, and (iv) reduces deferred tax assets, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company recognizes deferred tax assets only to the extent that management concludes these assets are more-likely-than-not to be realized. Significant judgement is required in assessing and estimating the more-likely-than-not tax consequences of the events included in the financial statements. Management considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) management determines whether it is more-likely-than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Intangible Assets, net Intangible assets are stated at their historical cost and amortized on a straight-line basis over their expected useful lives. Inventory, net Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost which approximates actual cost on a first-in, first-out basis. The Company records inventory when it takes delivery and title to the product according to the terms of each supply contract. The Company evaluates its ending inventories for excess quantities and obsolescence. A valuation allowance is recorded for inventories that management considers excess or obsolete. Management considers forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases. Leases The Company accounts for its leases under ASU 2016-02, Leases (“ASC 842”). Under ASC 842, the right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value represents our incremental borrowing rate and is calculated based on the treasury yield curve that is commensurate with the term of each lease, and a spread representative of our borrowing costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases may be classified as either operating leases or finance leases. Leases with an initial term of 12 months or less are excluded from the scope of ROU assets and liabilities, as allowed by ASC 842. The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient to account for non-lease components as part of the lease component for all asset classes. The majority of the Company's lease agreements are real estate leases. Property, Plant and Equipment, net Equipment is stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the improvements or the life of the lease. Maintenance and repair expenditures are expensed as incurred. Expenditures which significantly improve or extend the life of an asset are capitalized. Research and Development Expenses Research and development costs are expensed as incurred, which include materials, supplies, salaries, benefits and other costs related to research, development and testing of products. Revenue Recognition Revenue is earned from the sales, installation, and commissioning of BESS, the terms of which are dictated by supply agreements the Company enters into with its customers. Revenue is recognized to depict the transfer of promised goods and/or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer. As most contracts contain multiple goods delivered to the customer at different times, the transaction price is allocated to each good based on the relative standalone selling price and revenue is recognized when or as the performance obligation is satisfied. The Company uses either the expected cost-plus margin approach or adjusted market assessment approach to estimate the standalone selling prices of its goods and services. Product Revenue Product revenue is comprised of revenue from the BESS, along with other products, including inverters and spare parts, and is recognized at the point in time at which control passes, the determination of which is made in accordance with ASC 606, based on indicators of control. Generally, passage of control will be determined based upon the shipping terms, which vary by contract. Many of the Company’s contracts with customers contain some component of variable consideration. The Company estimates variable consideration, such as refunds, penalties including liquidated damages, and the customer’s right to return, using the expected value method, and adjusts transaction price for its estimate of variable consideration. We update our estimates of variable consideration and adjust the transaction price accordingly by recording an adjustment to net revenue and refund liability with respect to variable consideration such as penalties, refunds, and credits to customers. The Company has concluded that its estimation of variable consideration results in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Shipping and handling costs are included in cost of goods sold. Sales tax collected from customers are recorded on a net basis and therefore, not included in revenue. Sales tax is recorded as a liability (payable) until remitted to governmental authorities. Service Revenue Service revenue includes commissioning, installation and engineering, procurement and construction revenue. As the customer simultaneously receives and consumes the benefits provided by the Company’s performance, these performance obligations are satisfied over time. The Company uses an input method to measure progress towards satisfaction. 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. Warranty related revenue In addition to a standard two-year limited warranty against defects, the Company offers customers the option to purchase an extended warranty, a maintenance and monitoring service and/or a performance guarantee. As the standard two-year limited warranty is classified as an assurance-type warranty, based on criteria set forth in ASC 606, it is not accounted for as a separate performance obligation. The extended warranty, maintenance and monitoring service warranty and performance guarantee, however, represent distinct services and are accounted for as separate performance obligations based on a time-lapsed measure of progress resulting in a ratable recognition of revenue over the respective performance period. For these performance obligations, at any time if management determines that in the case of a particular warranty that total costs will exceed total warranty revenue, a provision for the entire anticipated warranty loss is recorded at that time and included in warranty liability on the consolidated balance sheets. Contract Assets and Contract Liabilities 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 advance 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. Payment terms are generally aligned with meeting various contractual milestones, beginning with purchase order execution and extending through manufacturing release, ready to ship, delivery and commissioning. Practical Expedients and Exemptions As permitted by ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company elected to use certain practical expedients. The Company treats costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset recognized by the Company is one year or less. Segments The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer and President. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. Stock-Based Compensation Stock-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The Company uses the Black-Scholes option pricing model to estimate the fair value of awards, and generally these awards only have service conditions. The Company recognizes compensation cost 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, we recognize compensation costs using an accelerated attribution method over the vesting period. Compensation costs are recognized only if it is probable that the performance condition will be satisfied. Determining the appropriate fair value model and related assumptions requires judgment, including estimating volatility of the Company’s common stock and expected terms. The expected volatility rates are estimated based on historical and implied volatilities of comparable publicly traded companies. The expected term represents the average time that the options that vest are expected to be outstanding based on the vesting provisions, which is determined through the simplified method, since the Company does not have sufficient historical experience regarding the exercise of options. The Company has elected to recognize forfeitures as incurred. Warranty liability Warranty obligations are incurred in connection with the sale of the Company’s products. Costs to provide for warranty obligations are estimated and recorded as a liability at the time of recording the sale. Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, which is based on various factors, including the use of actual claim data to date, results of lab testing, factory quality data, and field monitoring. Recently Adopted Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-10, Disclosures by Business Entities about Government Assistance (“Topic 832”). The amendments in this Update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity's financial statements. The Company adopted this standard prospectively as of January 1, 2022. The adoption of this standard update did not have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this standard update address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination and require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. This standard update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the standard is permitted, including adoption in an interim period. T

Acquisition

12 Months Ended

Dec. 31, 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 the Purchase Agreement, 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 (the “Acquisition Date”). 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 was to be paid in annual increments of $5,000 beginning on May 31, 2021, 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, 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 $30,368 for the year ended December 31, 2021.

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 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 consolidated financial statements since the date of acquisition.

The consideration transferred for our now 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 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 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 consolidated statements of operations and comprehensive loss.

Revenue Recognition

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The Company's revenues comprised of the following:


	For the Years Ended December 31,
	2022		2021
Product revenue	$	17,429	$	4,562
Service revenue	495		36
Total revenues	$	17,924	$	4,598

For the year ended December 31, 2022, we had one customer who accounted for 80.8% of the total revenue. For the year ended December 31, 2021, we had two customers, who accounted for 36.8% and 21.4% of the total revenue.

Contract Balances

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


	December 31,
	2022		2021
Contract assets	$	2,000	$	1,369
Contract liabilities	$	4,806	$	849

Contract assets increased by $631 during the year ended December 31, 2022 due to recognition of revenues for which invoicing has not yet occurred. Contract liabilities increased by $3,957 during the year ended December 31, 2022, reflecting $4,639 in customer advance payments, partially offset by the recognition of $682 of revenue during the year ended December 31, 2022 that was included in the contract liability balance at the beginning of the period.

Contract liabilities of $3,850 as of December 31, 2022 are expected to be recognized within the next twelve months and contract liabilities, long-term of $956 are expected to be recognized as revenue over approximately the next three years. Contract assets of $1,859 as of December 31, 2022 are expected to be recognized as accounts receivable 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

12 Months Ended

Dec. 31, 2022

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

Restricted cash - current consists of escrow deposits related to U.S. Custom Bonds insurance and escrow deposits related to our credit card program agreements. Additionally, long-term restricted cash relates to interest that is required to be held in escrow per the Senior Secured Term Loan Agreement in an amount equal to the aggregate amount of the four immediately following interest payments owed (see Note 13, Borrowings for further discussion).

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


	December 31,
	2022		2021
Cash and cash equivalents	$	17,076	$	104,831
Restricted cash (1)	2,725		861
Long-term restricted cash	11,422		—
Total cash, cash equivalents, and restricted cash	$	31,223	$	105,692

(1) Restricted cash, current.

Inventory

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventory

InventoryThe following table provides information about inventory balances:


	December 31,
	2022		2021
Raw materials	$	22,899	$	11,898
Work-in-process	361		43
Finished goods	—		1,035
Total Inventory, net	$	23,260	$	12,976

Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

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


			December 31,
	Useful lives		2022		2021
Equipment	5	10 years	$	23,653	$	13,489
Finance lease	5	years	379		226
Furniture	5	10 years	1,868		808
Leasehold improvements	Lesser of useful life/remaining lease		6,303		2,933
Tooling	2	3 years	6,926		3,053
Total			39,129		20,509
Less: Accumulated depreciation			(11,960)		(7,619)
Total property, plant and equipment, net			$	27,169	$	12,890

Depreciation expense related to property, plant and equipment was $6,774 and $2,573 during the years ended December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the Company recorded a loss from write-down of property, plant and equipment of $6,846 and $50, respectively, mainly due to replacement of equipment, outsourcing of certain production processes, and the shift in production from the current generation Gen 2.3 BESS to the next generation Z3 battery system.

Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consisted 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. During the years ended December 31, 2022 and 2021, the Company recorded amortization expense of $40 for each period, related to patents.

Estimated future amortization expense of intangible assets as of December 31, 2022 are as follows:


	Amortization Expense
2023	$	40
2024	40
2025	40
2026	40
2027	40
Thereafter	40
	$	240

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration	12 Months Ended
	Dec. 31, 2022
Receivables [Abstract]
Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration	Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration Notes receivable primarily consist of amounts due to the Company related to the financing we offered to certain customers. The Company reports notes receivable at the principal balance outstanding less an allowance for losses. The estimate of credit losses is based on historical trends, customers’ financial condition and current economic trends. The Company charges interest at a fixed rate and calculates interest income by applying the effective rate to the outstanding principal balance. The Company had notes receivable, net of $863 and $3,650 outstanding as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company recorded an allowance for expected credit loss from the notes receivable of $2 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. The maximum loss exposure is limited to the carrying value of notes receivable as of the balances sheet dates.

Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses were as follows:


	December 31,
	2022		2021
Accrued payroll	$	2,706	$	3,069
Warranty reserve (1)	3,836		2,112
Accrued legal and professional expenses	840		826
Provision for contract losses	2,561		—
Insurance premium payable, current (2)	2,607		—
Other	2,809		1,667
Total accrued expenses	$	15,359	$	7,674

(1) Refer to the table below for the warranty reserve activity.

(2) Refer to Note 13, Borrowings for additional information.

The following table summarizes warranty reserve activity:


	For the Years Ended December 31,
	2022		2021
Warranty reserve - beginning of period	$	2,112	$	—
Additions for current year deliveries	2,460		2,343
Changes in the warranty reserve estimate	1,284		—
Warranty costs incurred	(2,020)		(231)
Warranty reserve - end of period	$	3,836	$	2,112

Grant Expense, Net	12 Months Ended
Grant Expense, Net	Dec. 31, 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 years ended December 31, 2022 and 2021, the Company received $1,007 and $— in reimbursement payments, respectively, from the CEC. As of December 31, 2022 and 2021, the Company had grant receivables in the amounts of $263 and $1,020, which were included in other current assets in the consolidated balance sheets. There was no deferred grant income as of December 31, 2022 and 2021. Related expenses incurred by the Company are offset against grant income earned or received from the CEC. During the years ended December 31, 2022 and 2021, grant (income) expense, net was ($16) and $269, respectively.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 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., a related party due to its beneficial ownership exceeding 10% of the Company's Common Shares (the “2021 Convertible Notes”). In connection with these 2021 Convertible Notes, the Company paid $3,000 to B. Riley Securities, Inc., also related party, who acted as a placement agent. Refer to Note 13, Borrowings, for additional information. Loss on pre-existing agreement For the year ended December 31, 2021, a loss on pre-existing agreement of $30,368 was recorded in connection with the acquisition of Hi-Power. See Note 3, Acquisition for additional information. Disgorgement of short swing profits For the year ended December 31, 2021, the Company received $432 from its then affiliated company B. Riley Securities, Inc. resulting from a 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. which were outstanding as of December 31, 2022 and 2021. See Note 14, Warrants Liability - Related Party for additional information. Standby Equity Purchase Agreement On April 28, 2022, the Company entered into the Standby Equity Purchase Agreement with YA II PN, Ltd. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville shares of its common stock at the Company’s request. See Note 20, Shareholders' Equity for additional information. On June 13, 2022, the Company issued and sold a convertible promissory note with an aggregate principal amount of $7,500 in a private placement to Yorkville under a supplemental agreement dated as of June 13, 2022 to the SEPA. On December 29, 2022, the Company issued and sold a convertible promissory note with an aggregate principal amount of $2,000 in a private placement to Yorkville under a supplemental agreement dated as of December 29, 2022 to the SEPA. See Note 13, Borrowings for additional information. Settlement Agreement As disclosed at the time of the Merger Agreement, prior to the execution and delivery of the Merger Agreement, certain unitholders of EES (“Hellman parties”) asserted claims (“Threatened Claims”) against another director and affiliated investors, including AltEnergy Storage VI, LLC (the "Securityholder Representative"), questioning the dilutive effect of a certain historical security issuances on the former EES common unitholders. Under the Merger Agreement, the Securityholder Representative had the obligation to defend against the Threatened Claims, and the Company had the obligation to advance or cause to be advanced to the Securityholder Representative up to $5,000 of defense costs, subject to a deductible of $2,000 (the "Deductible"), in connection with the investigation, defense, or settlement of any Threatened Claims. The Deductible was to be borne by the Company, and any additional amounts advanced were reimbursable by the former unitholders of EES. On December 1, 2021, a Settlement Agreement was entered into between Hellman Parties and the Securityholder Representative pursuant to which, 300,000 Eos Shares (“Settlement Shares”) would be transferred to the Hellman parties from the EES unitholders at the time of merger. On December 28, 2021, the independent members of the Board approved a contribution of $1,200 towards the Settlement. The approval was based on the independent members of the Board’s business judgment that, among other reasons, such a contribution (i) would ensure that the Company would not have to spend the entire $2,000 Deductible towards the costs of defense of any litigation, (ii) would avoid the additional cost, distraction, uncertainty, and overhang of litigation relating to the Mergers, (iii) would benefit the Company’s future relationships with its long-term investors, and (iv) would generate future goodwill with such investors during an important growth stage of the Company. As the Company’s contribution benefits certain Eos shareholders at the time of the Merger Agreement, including AltEnergy LLC and B. Riley Financial Inc, who are considered as related parties owning more than 5% of the equity interest in the Company, this transaction is considered, reviewed and approved as a related party transaction. On December 29, 2021, an amendment to the Settlement Agreement between the Hellman Parties and the Securityholder Representative was entered into, pursuant to which, $1,200 of the value represented by the Settlement Shares was to be paid in cash, representing the equivalent of 140,023 of the Settlement Shares. The Company accrued $1,200 in accounts payable and accrued expenses - related party on December 31, 2021, which was paid on January 4, 2022. The remaining 159,977 in Settlement Shares were transferred to the Hellman parties from the former EES unitholders, on a pro rata basis, on December 29, 2021.

Borrowings

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Borrowings

The Company’s borrowings consist of the following related and third-party borrowings:


	December 31, 2022				December 31, 2021
	Borrowing Outstanding		Carrying Value*		Borrowing Outstanding		Carrying Value*
Yorkville Convertible Promissory Note - due June 2023	$	2,000	$	2,688	$	—	$	—
2021 Convertible Notes Payable – due June 2026	109,167		82,950		102,900		84,148
Senior Secured Term Loan - due March 2026	100,000		81,616		—		—
Note Payable - Hi-Power	—		—		20,000		18,695
Equipment financing facility - due April 2025	8,577		8,577		6,389		6,371
Total borrowings	219,744		175,831		129,289		$	109,214
Current portion	5,560		5,560		6,570		6,570
Total borrowings, non-current	$	214,184	$	170,271	$	122,719	$	102,644

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

Yorkville Convertible Promissory Notes - Related Party

On June 13, 2022, the Company issued and sold a convertible promissory note (the “June 2022 Promissory Note”) with a stated principal amount of $7,500 in a private placement to Yorkville under a Supplemental Agreement to the SEPA (the “Supplemental Agreement”). The June 2022 Promissory Note had a maturity date of September 15, 2022, and was issued with a 2% original issue discount, debt issuance costs of $125, bears interest only upon the occurrence of an Event of Default (as defined in the SEPA) for so long as it remains uncured. Upon the occurrence of an Event of Default, interest will begin to accrue at a rate of 15% per year.

The June 2022 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 any time prior to the maturity date, subject to terms and conditions of the June 2022 Promissory Note. In July and August 2022, pursuant to the terms of the Supplemental Agreement, Yorkville delivered six Investor Notices 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 to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the June 2022 Promissory Note. Interest expense on the June 2022 Promissory Note was $309 for the year ended December 31, 2022. As of December 31, 2022, the outstanding balance of the June 2022 Promissory Note was zero.

On December 29, 2022, the Company issued a convertible promissory note (the "December 2022 Promissory Note") with an aggregate principal amount of $2,000 in a private placement to Yorkville under a second supplemental agreement to the SEPA. The December 2022 Promissory Note has a maturity date of June 29, 2023, and was issued with an original issue discount of 2%, debt issuance costs of $179, and an annual interest rate of 5% which shall increase to an annual rate of 15% upon an Event of Default (as defined in the SEPA) for so long as it remains uncured. The December 2022 Promissory Note is convertible into shares of the Company’s common stock at a conversion price equal to the lower of $1.1779 or 96.5% of the lowest daily volume weighted average price of the Company’s common stock during the seven consecutive trading days immediately preceding the conversion date (the "Conversion Price").

Mandatory Payments - If, any time after the Issuance Date, and from time to time thereafter, the daily VWAP is less than the Floor Price for five consecutive Trading Days (the last such day of each such occurrence, a “Triggering Date”), then the Company shall make weekly payments in an amount equal to the sum of (i) $1,000,000 of Principal (or the outstanding Principal if less than such amount), (ii) the "Payment Premium" - defined as an amount equal to 3% of the Principal amount of a payment being made by the Company paid in cash, and (iii) accrued and unpaid interest as of each payment date. The obligation of the Company to make weekly payments shall cease if at any time after the Triggering Date the daily VWAP is greater than the Floor Price for a period of five consecutive Trading Days, unless a subsequent Triggering Date occurs.

Conversion Rights - Yorkville has the right, but not the obligation, to convert principal and accrued interest into shares of the Company’s common stock at the Conversion Price any time prior to the Maturity Date, subject to the terms and conditions of the December 2022 Promissory Note. At any time that there is an outstanding balance owed under the December 2022 Promissory Note, Yorkville may, pursuant to the terms of the Second Supplemental Agreement, deliver Investor Notices to require the Company to issue and sell shares of common stock under the SEPA at the Conversion Price in order to repay the amounts owed by the Company to the Holder under the December 2022 Promissory Note. In addition, while there is an outstanding balance owed under the December 2022 Promissory Note, the Company must use any Advance requested by the Company pursuant to the SEPA to repay the amounts owed by the Company to the Holder under the December 2022 Promissory Note. The shares issuable upon conversion are subject to the Exchange Cap. See Note 20, Shareholders' Equity for further discussion regarding the Exchange Cap.

Optional Redemption - The Company has the right, but not the obligation, to redeem early a portion or all amounts outstanding under the December 2022 Promissory Note provided that (i) the Company provides the Holder with at least five trading days’ prior written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, and (ii) the VWAP of the Company’s common stock on each of the ten trading days immediately prior to the Redemption Notice is less than the conversion price.

Event of Default Put Option - Upon the occurrence of an Event of Default, interest will begin to accrue at a rate of 15% per year and Yorkville may elect to accelerate the repayment of each installment.

Contingent Interest upon Event of Default - If any Event of Default has occurred and is continuing, then the full unpaid Principal amount of the December 2022 Promissory Note and the 3% Payment Premium, together with interest and other amounts owed to the date of acceleration shall become at Yorkville's election, immediately due and payable in cash.

Embedded Derivatives - The number of shares issuable for conversion of the December 2022 Promissory Note is subject to the Exchange Cap limitation under the SEPA, unless shareholder approval is obtained. Therefore, at issuance, shareholder approval is an explicit input that can adjust the number of shares issuable upon settlement. Because shareholder approval is not an input that is indexed to the Company’s shares, the conversion feature is not indexed to the Company's own stock. Therefore, the conversion feature does not qualify for the scope exception to derivative accounting and bifurcation is required at issuance.

In addition to the conversion feature, the optional redemption feature, the events of default put option and the contingent interest upon event of default feature, are embedded features that require bifurcation. The embedded derivative features were bundled into a single embedded derivative, bifurcated and accounted for as a derivative liability measured at fair value.

The fair value of the embedded derivative in the December 2022 Promissory Note was estimated using the intrinsic and discounted cash flow model at inception and on subsequent valuation dates. These models incorporate inputs such as the stock price of the Company and its debt yield. The assumptions used to determine the fair value of the embedded derivatives at issuance and at year-end were as follows:


	December 29, 2022			December 31, 2022
EOSE Common Stock Price	$	1.17		$	1.48
Debt Yield	25.00		%	25.00		%

As of December 29, 2022 and December 31, 2022, the fair value of the embedded derivative was $419 and $1,027, respectively. The loss from the change in fair value of the embedded derivative for the year ended December 31, 2022 amounted to $608 and is included on the consolidated statements of operations and comprehensive income (loss). The fair value of the December 2022 Promissory Note at issuance was $2,299, which was greater than the proceeds received. The Company recorded the difference as interest expense at inception. The December 2022 Promissory Note was fully converted into common shares in January 2023, see Note 21, Subsequent Events for additional information.

The carrying value of the December 2022 Promissory Note is as follows:


	December 31, 2022
Principal	$	2,000
Unamortized debt discount	(160)
Unamortized debt issuance costs	(179)
Embedded derivative liability	1,027
Aggregate carrying value	$	2,688

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 of convertible notes in the aggregate principal amount of $100,000. The maturity date of the 2021 Convertible Notes is June 30, 2026, subject to earlier conversion, redemption, or repurchase.

Contractual Interest Rates - The 2021 Convertible Notes bear interest at a rate of 5% per year if interest is paid in cash, or 6% per year if interest is paid in-kind. Interest on the 2021 Convertible Notes is payable semi-annually in arrears on June 30 and December 30.

Conversion Rights - The 2021 Convertible Notes are convertible at the option of the holder at any time until the business day prior to the maturity date, including in connection with a redemption by the Company. The 2021 Convertible Notes will be convertible into shares of the Company's common stock based on an initial conversion rate of 49.9910 shares of the Company’s common stock, which is equal to an initial conversion price of approximately $20.00 per share, in each case subject to customary anti-dilution and other adjustments. For the years ended December 31, 2022 and 2021, there were no adjustments to conversion rate. As of December 31, 2022 and 2021, 5,457,348 and 5,144,074 shares, respectively, of the Company’s common stock were issuable upon conversion of the 2021 Convertible Notes including the principal and interest payment in-kind. The Company has the right to settle conversions in shares of common stock, cash, or any combination thereof.

Optional Redemption - On or after June 30, 2024, the 2021 Convertible Notes will be redeemable by the Company in the event that the closing sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice at a redemption price of 100% of the principal amount of such 2021 Convertible Notes, plus accrued and unpaid interest.

If, following the Company’s delivery of a redemption notice, the 2021 Convertible Notes are converted pursuant to the holders’ conversion rights, the Company is required to make an additional cash payment to the converting holder equal to the present value of all interest payments the holder would have been entitled to receive had such 2021 Convertible Notes remained outstanding until June 30, 2026 (the “interest make-whole payment”). The present value is calculated using a discount rate equal to the risk-free rate plus 50 basis points and assuming interest accrued at the cash interest rate of 5% per year.

Contingent Redemption - With certain exceptions, upon the occurrence of certain events, fundamental changes described in the 2021 Convertible Notes Agreement, the holders of the 2021 Convertible Notes may require that the Company repurchase all or part of the principal amount of the Notes at a purchase price of 100% of the principal amount of such 2021 Convertible Notes, plus accrued and unpaid interest.

Embedded Derivatives - The interest make-whole payment can be triggered only in connection with an induced conversion, and therefore represents an adjustment to the settlement amount of the embedded conversion feature. Because this adjustment is calculated in a manner in which the cash payout may exceed the time value of the embedded conversion feature, the embedded conversion feature is precluded from being considered indexed to the Company’s own stock. Therefore, the embedded conversion feature does not qualify for the scope exceptions to derivative accounting prescribed by ASC 815.

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 (see Note 16, Fair Value Measurement).

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


	December 31,
	2022		2021
Term	3.50 years		4.50 years
Dividend yield	—	%	—	%
Risk-free interest rate	4.1	%	1.2	%
Volatility	80.0	%	60.0	%
Effective debt yield	25.0	%	19.0	%

As of December 31, 2022 and 2021, the fair value of the embedded conversion feature was $918 and $12,359 respectively. The gain from the change in the fair value of the embedded derivative conversion features for the years ended December 31, 2022 and 2021 amounted to $11,488 and $17,507, respectively.

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


	For the Years Ended December 31,
	2022		2021
Contractual interest expense	$	6,267	$	2,900
Amortization of debt discount	3,588		1,545
Amortization of debt issuance costs	388		152
Total	$	10,243	$	4,597

The carrying value for the 2021 Convertible Notes is as follows:


	December 31,
	2022		2021
Principal	$	109,167	$	102,900
Unamortized debt discount	(24,733)		(28,321)
Unamortized debt issuance costs	(2,402)		(2,790)
Embedded derivative liability	918		12,359
Aggregate carrying value	$	82,950	$	84,148

In accordance with the terms under the Senior Secured Term Loan, the Company is obligated to repay in-kind all contractual interest attributable to the 2021 Convertible Notes. During the year ended December 31, 2022, contractual interest in-kind of $6,267 was recorded as an increase to the 2021 Convertible Notes' principal balance on the consolidated balance sheet.

Senior Secured Term Loan

On July 29, 2022 (the "Closing Date"), the Company entered into a $100,000 Senior Secured Term Loan Credit Agreement with Atlas Credit Partners (ACP) Post Oak Credit I LLC, as administrative agent for the lenders and collateral agent for the secured parties. As of December 31, 2022, the Company had total borrowings of $100,000 under the Senior Secured Term Loan, composed of borrowings on July 29, 2022, August 4, 2022, and December 7, 2022 of $85,106 and $9,574, and $5,320, respectively.

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

The Company used the proceeds from the Senior Secured 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, (iii) redeem in full the Company’s existing indebtedness to Holtec (see Note 3, Acquisition for further discussion) and (iv) pay certain insurance premiums, interest reserves, fees and expenses incurred in connection with the Senior Secured Term Loan agreement.

The outstanding principal balance of the Senior Secured Term Loan bears interest, at the applicable margin plus, at the Company’s election, either (i) the benchmark secured overnight financing rate (“SOFR”), which is a per annum rate equal to (y) the Adjusted Term SOFR plus 0.2616%, or (ii) the alternate base rate (“ABR”), which is a per annum rate equal to the greatest of (x) the U.S. Prime Lending Rate, (y) the NYFRB Rate (as defined in the Senior Secured 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 Senior Secured Term Loan accrues at a variable interest rate, and interest payments are due quarterly. The Company may elect to convert SOFR Loans to ABR (and ABR Loans to SOFR).

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

Concurrently, the Company entered into a Guarantee and Collateral Agreement which secures and guarantees the Senior Secured Term Loan with substantially all the assets of the Company and its subsidiaries, other than the Company’s equity interests in Hi-Power and assets of Hi-Power. Additionally, interest is required to be escrowed in an amount equal to the aggregate amount of the four immediately following interest payments owed on the Loans. At December 31, 2022, escrowed interest of $11,422 is presented in Long-term restricted cash on the consolidated balance sheets.

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 debt under the SEPA Loans that the Company may have outstanding at any time to $15,000, and (ii) requires payment in kind of principal and interest on each of the SEPA Pre-Advance Loans (if any) and on the 2021 Convertible Notes. Additionally, the Company may not permit Liquidity (as defined in the Senior Secured Term Loan) as of the last day of each fiscal quarter to be less than the Interest Escrow Required Amount (as defined in the Senior Secured Term Loan), which is calculated as the aggregate amount of the four immediately following interest payments under the Senior Secured Term Loan. While the Company was in compliance with this covenant as of December 31, 2022 and currently expects to remain in compliance as of March 31, 2023, absent the Company’s ability to secure additional outside capital, the Company may be unable to remain in compliance with this covenant beginning on June 30, 2023 and thereafter (see Note 1, Overview).

Debt issuance costs of $885 and original issue discounts of $2,008 were recognized for all amounts borrowed under the Senior Secured Term Loan. These fees shall be amortized to interest expense, utilizing the effective interest method through loan maturity. Debt issuance costs also include credit wrap insurance premiums of $16,953 for all amounts borrowed under the Senior Secured Term Loan. The credit wrap insurance provides the Lender with a guarantee on the Company’s credit risk. In the event the Senior Secured 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 Senior Secured Term Loan balance then outstanding. The debt issuance fees shall be amortized to interest expense, utilizing the effective interest method through loan maturity.

The following table summarizes interest expense recognized on the Senior Secured Term Loan:


	For the Year-Ended December 31, 2022
Contractual interest expense	$	4,887
Amortization of debt discount	142
Amortization of debt issuance costs	1,320
Total	$	6,349

The carrying value of the Senior Secured Term Loan is as follows:


	December 31, 2022
Principal	$	100,000
Unamortized debt discount	(1,866)
Unamortized debt issuance costs	(16,518)
Aggregate carrying value	$	81,616

Equipment Financing facility

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


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

In addition to the above fees, a commitment fee of $188 was paid at the 2021 closing of the equipment financing facility. On September 30, 2022, the equipment facility’s unused commitment of $13,784 expired.

As of December 31, 2022 and December 31, 2021, total equipment financing debt outstanding was $8,577 and $6,371, respectively of which $2,872 and $1,644 are recorded as a current liability on the consolidated balance sheets, respectively. For the years ended December 31, 2022 and 2021, the Company recognized $922 and $157 as interest expense attributable to the equipment financing agreement, respectively.

Other Borrowings

Note Payable – Hi-Power

In connection with the Hi-Power acquisition (see Note 3, 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 (see Note 16, 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 Senior Secured Term Loan. The Company recognized a loss of $942 from debt extinguishment for the year ended December 31, 2022

Warrants Liability - Related Party	12 Months Ended
Warrants Liability - Related Party	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Warrants Liability - Related Party	Warrants Liability - Related PartyPrivate placement warrants issued to the Sponsor of BMRG in its initial public offering on May 22, 2020 became exercisable on May 22, 2021. These warrants are classified as Level 2 financial instruments in the fair value hierarchy (see Note 16, 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 December 31, 2022 and 2021, 325,000 private warrants were outstanding with a fair value of $78 and $926, respectively. These amounts are included in warrants liability - related party on the consolidated balance sheets.The change in fair value for the years ended December 31, 2022 and 2021 amounted to $848 and $1,775, respectively. The change has been recognized in loss (gain) on change in fair value of derivatives - related parties in the Company’s consolidated statements of operations and comprehensive loss.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

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


		December 31,
	Classification on Balance Sheet	2022		2021
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	4,316	$	3,468
Finance lease assets	Property, plant and equipment, net	153		28
Total lease assets		$	4,469	$	3,496

		December 31,
	Classification on Balance Sheet	2022		2021
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,106	$	1,084
Finance lease liability	Other current liabilities	32		8
Long-term
Operating lease liability	Operating lease liability	4,130		3,224
Finance lease liability	Other liabilities	126		17
Total lease liabilities		$	5,394	$	4,333

Operating lease costs for the years ended December 31, 2022 and 2021, were $1,370 and $1,158, respectively. As of December 31, 2022 and 2021, the weighted average remaining term (in years) for the operating leases was 3.82 and 4.15 years, respectively and the weighted average discount rate was 10.4% and 3.3%, respectively. As of December 31, 2022 and 2021, the weighted average remaining term (in years) for the finance leases was 3.94 and 3.47 years, respectively, and the weighted average discount rate was 19.9% and 12.5%, respectively.

Future minimum lease payments as of December 31, 2022 were as follows:


	Operating leases		Finance leases		Total
2023	$	1,538	$	60	$	1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
2027	—		19		19
Total minimum lease payments	$	6,276	$	229	$	6,505
Less amounts representing interest	(1,040)		(71)		(1,111)
Present value of minimum lease payments	$	5,236	$	158	$	5,394

Lessor

The Company currently leases BESS 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 years ended December 31, 2022 and 2021, the Company recognized revenue of $1,166 and $353 from the sales-type lease, respectively. Net sales-type lease receivables of $1,471 and $347, net of unearned finance income are recorded under other assets on the consolidated balance sheets as of December 31, 2022 and 2021, respectively.

Leases


		December 31,
	Classification on Balance Sheet	2022		2021
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	4,316	$	3,468
Finance lease assets	Property, plant and equipment, net	153		28
Total lease assets		$	4,469	$	3,496

		December 31,
	Classification on Balance Sheet	2022		2021
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,106	$	1,084
Finance lease liability	Other current liabilities	32		8
Long-term
Operating lease liability	Operating lease liability	4,130		3,224
Finance lease liability	Other liabilities	126		17
Total lease liabilities		$	5,394	$	4,333

Future minimum lease payments as of December 31, 2022 were as follows:


	Operating leases		Finance leases		Total
2023	$	1,538	$	60	$	1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
2027	—		19		19
Total minimum lease payments	$	6,276	$	229	$	6,505
Less amounts representing interest	(1,040)		(71)		(1,111)
Present value of minimum lease payments	$	5,236	$	158	$	5,394

Lessor

Leases


		December 31,
	Classification on Balance Sheet	2022		2021
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	4,316	$	3,468
Finance lease assets	Property, plant and equipment, net	153		28
Total lease assets		$	4,469	$	3,496

		December 31,
	Classification on Balance Sheet	2022		2021
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,106	$	1,084
Finance lease liability	Other current liabilities	32		8
Long-term
Operating lease liability	Operating lease liability	4,130		3,224
Finance lease liability	Other liabilities	126		17
Total lease liabilities		$	5,394	$	4,333

Future minimum lease payments as of December 31, 2022 were as follows:


	Operating leases		Finance leases		Total
2023	$	1,538	$	60	$	1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
2027	—		19		19
Total minimum lease payments	$	6,276	$	229	$	6,505
Less amounts representing interest	(1,040)		(71)		(1,111)
Present value of minimum lease payments	$	5,236	$	158	$	5,394

Lessor

Fair Value Measurement

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

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

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 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, long-term restricted cash, 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 consolidated balance sheets, and their designations among the three fair value measurement categories:


	December 31, 2022						December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
Private placement warrants	$	—	$	78	$	—	$	—	$	926	$	—
Embedded derivative liabilities	$	—	$	—	$	1,945	$	—	$	—	$	12,359

The following table presents a roll-forward of the activity of the embedded derivative liabilities within our 2021 Convertible Notes and the December 2022 Promissory Note (see Note 13, Borrowings for further discussion). These liabilities were measured at fair value on a recurring basis using significant unobservable inputs (Level 3).


	2022		2021
Balance at beginning of the period	$	12,359	$	—
Additions	466		29,866
Change in fair value included in earnings	(10,880)		(17,507)
Balance at end of the period	$	1,945	$	12,359

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


	Level in fair value hierarchy	December 31, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	863	$	677	$	3,650	$	2,805
Note payable- Hi-Power	3	—		—		18,695		14,607
2021 Convertible Notes*	3	82,950		62,421		84,148		74,225
Senior Secured Term Loan	3	81,616		77,576		—		—
Equipment financing facility	3	8,577		6,282		6,371		5,951
December 2022 Promissory Note*	3	2,688		2,908		—		—
Total		$	176,694	$	149,864	$	112,864	$	97,588

*Includes the embedded derivative liabilities.

- Definition

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

+ References + Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Lease commitments The Company has lease commitments under lease agreements. See Note 15, Leases, for additional information. 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 December 31, 2022, the Company had open purchase commitments of $242 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 December 31, 2022. Legal Proceedings Department of Justice On July 7, 2022, the Company entered into a settlement agreement with the U.S. Department of Justice (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 December 31, 2022. SEC Subpoena 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. Delaware Section 205 Petition On November 12, 2020, B. Riley Principal Merger Corp. II (“BMRG”), the predecessor to the Company, held a special meeting of stockholders (the “BMRG Special Meeting”) to approve certain matters relating to the business combination between BMRG and Eos Energy Storage LLC. One of these matters was a proposal to amend and restate BMRG’s certificate of incorporation in order to, among other things, increase the number of authorized shares of common stock from 125,000,000 shares of common stock, consisting of 100,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock, to 200,000,000 shares of common stock, and to reclassify all Class A common stock and Class B common stock as a single class of common stock (the “Charter Amendment Proposal”). The Charter Amendment Proposal was approved by a majority of the outstanding shares of Class A common stock and Class B common stock of BMRG as of the record date for the BMRG Special Meeting, voting together as a single class, although voting records indicate that a majority of each of the shares of Class A common stock and Class B common stock also approved the Charter Amendment Proposal. After the BMRG Special Meeting, BMRG and Eos Energy Storage LLC closed the business combination and the Company’s certificate of incorporation, as amended to give effect to the Charter Amendment Proposal, became effective. A recent ruling by the Delaware Court of Chancery introduced uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”) would have required the Charter Amendment Proposal to be approved by separate votes of the majority of BMRG’s then-outstanding shares of Class A common stock and Class B common stock. The Company had been proceeding with the understanding that the Charter Amendment Proposal and the amendment and restated certificate of incorporation are valid. In light of this recent ruling, however, to resolve potential uncertainty with respect to the Company’s capital structure, the Company filed a petition in the Delaware Court of Chancery under Section 205 of the DGCL to seek validation of the Charter Amendment Proposal. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts. On February 27, 2023, the Court of Chancery approved the Company's request for relief and entered an order under Section 205 of the Delaware General Corporation Law (1) declaring the Company's Third Amended and Restated Certificate of Incorporation (the "Charter"), including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the Secretary of State of the State of Delaware on November 16, 2020, and all amendments effected thereby and (2) ordering that the Company's securities (and the issuance of the securities) described in the Petition and any other securities issued in reliance on the validity of the Charter are validated and declared effective, each as of the original issuance dates.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

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


	For the years ended December 31,
	2022		2021
Stock options	$	3,002	$	3,809
Restricted stock units	10,792		11,249
Total	$	13,794	$	15,058

The stock compensation 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 during the years ended December 31, 2022 and 2021:


	Units	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (years)
Options Outstanding at December 31, 2020	2,143,636	$	9.19	9.5
Granted	114,429	18.07
Cancelled/Forfeited	(110,768)	13.02
Exercised	(123,837)	8.67
Options Outstanding at December 31, 2021	2,023,460	9.51		6.3
Granted	3,275,224	1.33
Cancelled/Forfeited	(953,872)	4.84
Options Outstanding at December 31, 2022	4,344,812	4.37		7.7
Options Exercisable at December 31, 2022	2,314,963	6.13		7.1

A summary of restricted stock units (RSU) activity for the years ended December 31, 2022 and 2021 is as follows:


	Units	Weighted-Average Grant-Date Fair Value
RSUs Outstanding at December 31, 2020	42,318	$	13.46
Granted	2,580,670	16.62
Cancelled/Forfeited	(273,632)	14.98
Vested	(154,600)	16.50
RSUs Outstanding at December 31, 2021	2,194,756	16.36
Granted	2,557,263	2.87
Cancelled/Forfeited	(1,051,951)	8.55
Vested	(704,178)	15.02
RSUs Outstanding at December 31, 2022	2,995,890	7.89

In 2022, the Company reserved an additional 2,537,866 shares for the Amended and Restated 2020 Incentive Plan. As of December 31, 2022 and 2021, 994,108 and 2,282,906 shares remain for future issuance, respectively. 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 year ended December 31, 2022, the Company granted 75,000 RSUs and 2,325,000 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. In December 2022, the Company modified 625,000 of performance-based stock options that were issued in June 2022 by extending the period to meet certain performance conditions. As of December 31, 2022, there were 15,000 and 1,575,000 performance-based RSUs and stock options, respectively.

As of December 31, 2022, total unrecognized stock compensation expense was $16,314 of which $14,604 was attributable to unvested RSUs and $1,710 attributable to unvested stock options. Compensation expense for these unvested awards is expected to be recognized over a weighted-average remaining vesting period of 0.5 years for stock options and 1.5 years for RSUs.

The weighted average assumptions used to determine the fair value of options granted in 2022 and 2021 are as follows:


	2022		2021
Volatility	61.36	%	58.86	%
Risk free interest rate	3.27	%	0.67	%
Expected life (years)	4.67		4.18
Dividend yield	0	%	0	%

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

The weighted average grant date fair value of all options granted was $0.72 and $8.08 per option for the years ended December 31, 2022 and 2021, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The Company is subject to regulation under U.S., Italy and India tax laws, regulations and policies. Changes to these laws or regulations may affect the Company’s tax liability, return on investments and business operations.

Earnings before income taxes

Net income (losses) before income taxes were as follows:


	For the years ended December 31,
	2022		2021
U.S.	$	(229,923)	$	(124,216)
Non-U.S.	161		—
Total income (loss) before income tax	$	(229,762)	$	(124,216)

Income expense (benefit)

Income tax expense (benefit) was as follows:


	For the years ended December 31,
	2022		2021
Current expense (benefit):
U.S. federal	$	—	$	—
U.S. state and local	—		—
Non-U.S.	51		—
Total current income tax (benefit) provision	$	51	$	—
Deferred expense (benefit):
U.S. federal	$	—	$	—
U.S. state and local	—		—
Non-U.S.	—		—
Total deferred income tax (benefit) provision	—		—
Total income tax (benefit) provision	$	51	$	—

The Company has a tax provision of $51 for the year ended December 31, 2022 due to foreign taxable income and the generation of U.S. taxable losses offset by a valuation allowance, discussed below, on the deferred tax assets. The Company has a tax provision of $— for the year ended December 31, 2021 due to the generation of U.S. taxable losses offset by a valuation allowance on the deferred tax assets.

Reconciliation of US Federal Statutory income tax rate to actual income tax rate

The reconciliation from the statutory U.S. federal income tax rate to the effective tax rate is as follows:


	For the years ended December 31,
	2022		2021
Income (loss) before income taxes	$	(229,762)	$	(124,216)

Statutory U.S. federal income tax (21%)	(48,250)		(26,085)
State and local income tax	(12,051)		(6,592)
Income taxed at rates other than statutory	17		—
Non-deductible convertible debt	(2,220)		(3,676)
Non-deductible warrant cost	(178)		(373)
Stock-based compensation	1,622		274
Valuation allowance	60,444		36,541
Other	667		(89)
Total income tax expense	$	51	$	—
Effective tax rate	—		—

The reported income tax provision differs from the amount computed by applying the statutory US federal income tax rate of 21% to the income before income taxes primarily due to pretax losses for which no tax benefit has been provided, non-deductible convertible debt, as well as stock-based compensation.

Deferred Income Taxes

The Company records deferred income taxes to reflect the net tax effects of temporary differences, if any, between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. The components of deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows:


	December 31,
	2022		2021
Deferred tax assets:
NOL carryforwards	$	121,142	$	63,203
Capital loss carryforwards	235		710
Tax credit carryforwards	65		65
Goodwill	7,427		8,471
Capitalized research & experimental costs	3,952		—
Stock-based compensation	4,819		4,455
Accruals and reserves	1,678		1,586
Organizational costs	140		162
Lease liability	1,413		1,185
Fixed assets	316		—
Interest limitation	—		1,430
Inventory	663		1,448
Transaction costs	266		301
Deferred tax assets, gross	$	142,116	$	83,016
Valuation allowance	(140,858)		(80,415)
Total deferred tax assets, net	$	1,258	$	2,601
Deferred tax liabilities:
Fixed assets	—		(1,073)
Right of use asset	(1,194)		(954)
Note payable	—		(497)
Intangibles	(63)		(77)
Other	(1)		—
Deferred tax liabilities	(1,258)		(2,601)
Total deferred tax asset (liability)	$	—	$	—

As of December 31, 2022, the Company’s net deferred tax balances consist primarily of U.S. federal and state net operating losses (“NOLs”) available for carry forward, tax amortizable goodwill in excess of financial statement goodwill, stock-based compensation, and capitalized research and experimental (“R&E”) costs. As of December 31, 2021, the Company's net deferred tax balances consist primarily of U.S. federal and state NOLs as available for carry forward and tax amortizable goodwill in excess of financial statement goodwill.

The Tax Cuts & Jobs Act of 2017 ("TCJA") mandated that R&E costs incurred in tax years beginning after December 31, 2021 must be capitalized and amortized over five years if the research is performed in the United States and over 15 years if performed outside the United States. As of December 31, 2022, the Company has capitalized and will amortize these costs over the required periods.

During 2021, the Company participated in a tax certificate transfer program with the state of New Jersey and sold a portion of its available prior year New Jersey state NOLs, in varying amounts from tax years 2017 through 2019. The deferred tax balances and related disclosures above reflect the adjusted attribute carryforwards and associated deferred tax assets post-sale of the prior years’ attributes. The Company did not participate in the program during 2022.

The Company maintains a valuation allowance where it is more-likely-than-not that all or a portion of a deferred tax asset may not be realized. Changes in the valuation allowance are included in the Company’s income tax provision in the period of change. In determining whether a valuation allowance is required, the Company evaluates factors such as prior earnings history, expected future earnings, reversal of existing taxable temporary differences, carry back and carry forward periods and tax planning strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. As of December 31, 2022, all deferred tax assets related to the U.S. Management has determined that it is more-likely-than not that the Company will not be able to utilize its deferred tax assets at December 31, 2022 and 2021 due to a history of cumulative losses. As such, the Company has a valuation allowance against its net deferred tax assets.

The valuation allowance increased by $60,444 between December 31, 2022 and 2021. The increase was primarily attributable to an increase in NOL carryforwards. At December 31, 2022, the valuation allowance is $140,858, of which $1,762 will be allocated to additional paid-in capital when released. The remaining valuation allowance of $139,096 will be released through continuing operations.

Net Operating Losses & Tax Credits

As of December 31, 2022 and 2021, the Company has federal research and development tax credits (“R&D credit”) of approximately $3,733 for both years, which begin to expire in varying amounts from 2031 – 2038, subject to the annual limitation described below. In addition, the Company has state R&D credits of approximately $65 for the years ended December 31, 2022 and 2021, which will expire in 2024.

The Company has NOL carryforwards for tax purposes and other deferred tax assets that are available to offset future taxable income, subject to the annual limitation described below.

As of December 31, 2022 and 2021, the Company has gross federal NOL carryforwards of approximately $485,351 and $263,270, respectively. As of December 31, 2022 and 2021, the Company has state NOL carryforwards of approximately $235,679 and $125,855, respectively. Regarding the federal NOL for the year ended December 31, 2022, $89,051 begins to expire in varying amounts from 2032 through 2036, while $396,300 has an indefinite carryforward period. Regarding the state NOL carryforwards for the year ended December 31, 2022, $233,566 begin to expire in varying amounts from 2033 through 2042, while $2,113 has an indefinite carryforward period. The U.S. (federal and state) operating loss carryforwards and credits may be subject to an annual limitation due to the “change in ownership” provisions of the Internal Revenue Code, and similar state provisions. The Company determined that the merger transaction constitutes a change of ownership as defined under Internal Revenue Code Section 382 and Section 383. Based on management’s Section 382 Limitation Analysis, it is expected that all NOL carryforwards that existed as of the transaction date will be allowable under Section 382, however, the deferred tax asset on the Company’s NOL carryforward is offset by a full valuation allowance. Based on management’s Section 383 Limitation Analysis, it is expected that as of December 31, 2022 and December 31, 2021, $3,733 of federal R&D credits will expire unused.

On August 16, 2022, the IRA was signed into law that includes a new alternative minimum tax based upon financial statement income (“book minimum tax”) and tax incentives for energy and climate initiatives, among other provisions. The Company is not expected to be impacted by the book minimum tax given its extensive losses. The Company continues to assess the tax incentives in the legislation that could impact pre-tax income, effective tax rate, or valuation of deferred tax assets.

Unrecognized Tax Benefits

The Company is subject to income taxes in the United States (federal and state), India, and Italy. Significant judgment is required in evaluating the Company’s tax positions and determining the Company’s provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. The Company records a liability for uncertain tax positions on the basis of a two-step process in which (i) management determines whether it is more-likely-than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company has unrecognized tax benefits associated with uncertain tax positions as of December 31, 2022 and 2021 as follows:


	For the years ended December 31,
	2022		2021
Gross unrecognized tax benefits as of January 1	$	719	$	722
Additions:
Current year tax positions	—		—
Prior year tax positions	—		—
Rate change	(34)		(3)
Settlements	—		—
Lapse of statute of limitations	—		—
Gross unrecognized tax benefits as of December 31	$	685	$	719

The total amount of gross unrecognized tax benefits was $685 and $719 for the years ended December 31, 2022 and 2021, respectively. The decrease in gross unrecognized tax benefits in 2022 was due to a change in state deferred tax rate.

Included in the balance of unrecognized tax benefits at December 31, 2022 are potential benefits of nil that, if recognized, would affect the effective tax rate on income from continuing operations. The open tax years for federal and state tax returns are generally 2019 and forward. Net operating losses and R&D credits generated in closed years and utilized in open years are subject to adjustment by the tax authorities. The Company is not currently under examination by any taxing jurisdiction.

The Company regularly assesses the adequacy of its provision for income tax contingencies in accordance with ASC 740, Income Taxes. As a result, the Company may adjust the reserves for unrecognized tax benefits for the impact of new facts and developments, such as changes to interpretation of relevant tax law, assessments from taxing authorities, settlements with tax authorities and lapses of statute of limitations.

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section 50
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Shareholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Shareholders' 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 December 31, 2022 and 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 December 31, 2022 and 2021, there were 82,653,781 and 53,786,632 shares of common stock issued and outstanding.

Contingently Issuable Common Stock

In connection with the Merger transaction, the Company was obligated to issue within five years from the closing date to each unitholder 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"), within five 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 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 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") were restricted from being transferred unless and until either, for a period of five years after the Closing, (i) the share price of our 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") were 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, Block B Sponsor Earnout Shares were released from restriction.

Treasury Stock

For the years ended December 31, 2022 and 2021, the Company recorded treasury stock of $978 and $353 for shares withheld from employees to cover the payroll tax liability of RSUs vested, respectively. The treasury stock was immediately retired.

Public and Private Warrants

The Company sold warrants to purchase 9,075,000 shares of the Company's common stock in the public offering on May 22, 2020. Each Public Warrant entitles the holder to purchase a share of common stock at a price of $11.50 per share. For the years ended December 31, 2022 and 2021, 600 and 1,747,746 public warrants were exercised, respectively. On December 31, 2022 and 2021, there were 7,001,654 and 7,002,254 public warrants outstanding, respectively.

In addition to the public warrants, there are also private warrants outstanding as of December 31, 2022 and 2021 (see Note 14, Warrants Liability - Related Party for further discussion).

Standby Equity Purchase Agreement

On April 28, 2022, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, as amended, the Company has the right, but not the obligation, to sell to Yorkville up to $75,000 of shares of its common stock at the Company’s request at any time during the commitment period, which commenced on April 28, 2022 and will end on the earlier of (i) May 1, 2024, or (ii) the date on which Yorkville shall have made payment of advances requested by the Company totaling up to the commitment amount of $75,000. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of common stock with an aggregate value of up to $20,000. The SEPA provides for shares to be sold to Yorkville at 97.0% of market price.

Upon the Company's entry into and subject to the terms and conditions set forth in the SEPA, 465,117 shares were issued to Yorkville as consideration for its irrevocable commitment to purchase shares of common stock, pursuant to the SEPA, as shown in the consolidated statement of shareholders' equity. The fair value of these shares of $1,061 was recorded as other expense in the consolidated statements of operations and comprehensive loss.

Subject to the mutual consent of Yorkville and the Company, from time to time the Company may request, and Yorkville shall provide, pre-advance loans (each, a “Pre-Advance Loan”) each in the principal amount not to exceed $50,000, pursuant to a promissory note on terms and conditions to be agreed by both parties.

On June 13, 2022, the Company issued and sold a Convertible Promissory Note with a principal amount of $7,500 in a private placement to Yorkville under the Supplemental Agreement. The Promissory Note was issued with a 2% original issue discount, bears interest only upon the occurrence of an Event of Default, and had a maturity date of September 15, 2022. 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 any time prior to the maturity date, subject to the terms and conditions of the Promissory Note (see Note 13, Borrowings).

In July and August 2022, pursuant to the terms of the Supplemental Agreement, Yorkville delivered six Investor Notices 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 to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the June 2022 Promissory Note

On December 29, 2022, the Company and Yorkville entered into Amendment No. 3 to the SEPA, to (i) decrease the commitment amount under the SEPA to $75,000; and (ii) reinstitute the Exchange Cap (as defined in the SEPA), which amounts to 19.99% of the outstanding shares of common stock immediately prior to entering into Amendment No. 3, and applies to all subsequent issuances of common stock under the SEPA, together with any issuances of convertible promissory notes issued by the Company to Yorkville as a Pre-Advance loan.

In January 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 1,953,612 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the December 2022 Promissory Note. See Note 13, Borrowings and Note 21, Subsequent Events for further discussion.

For the year ended December 31, 2022, total funds raised under the SEPA, inclusive of proceeds received from the Convertible Promissory Notes, were $14,500. Total shares issued under the SEPA for the year ended December 31, 2022 were 7,361,602.

At-the-Market Offering Program

On August 5, 2022, the Company entered into the Sales Agreement with Cowen and Company, LLC, with respect to an at-the-market 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 year ended December 31, 2022, the Company sold 20,539,603 shares raising net proceeds of $38,626, net of fees paid to Cowen, at an average selling price of $1.94 per share, included in the consolidated statement of shareholders' equity.

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 years ended December 31, 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 years ended December 31, 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 years ended December 31,
	2022	2021
Stock options and restricted stock units	7,340,702	4,218,216
Public and private placement warrants	7,326,654	7,327,254
Convertible Notes	7,422,371	5,144,074

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Yorkville In January 2023, pursuant to the terms of the SEPA and the Second Supplemental Agreement, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 1,953,612 shares of common stock to Yorkville to offset all outstanding amounts owed to Yorkville under the December 2022 Promissory Note. On February 1, 2023, the Company issued and sold a convertible promissory note with an aggregate principal amount of $5,000 (the “February 2023 Promissory Note”) in a private placement to Yorkville under the Second Supplemental Agreement. On February 23, 2023 and February 27, 2023, Yorkville delivered Investor Notices pursuant to which, effective February 28, 2023, Yorkville would offset all amounts due under the February 2023 Promissory Note in connection with Yorkville’s purchase of an aggregate of 3,879,706 shares of common stock of the Company under the SEPA. Following the issuance of the shares, there would be no amount outstanding under the February 2023 Promissory Note. Convertible Note Issuance On January 18, 2023, the Company entered into an investment agreement (the “Investment Agreement”) with Great American Insurance Company, Ardsley Partners Renewable Energy, LP, CCI SPV III, LP, Denman Street LLC, John B. Berding Irrevocable Children’s Trust, John B. Berding, and AE Convert, LLC, a Delaware limited liability company managed by Russell Stidolph, a related party as Mr. Stidolph is a director of the Company (together, the “Purchasers”) relating to the issuance and sale to the Purchasers of $13,750 in aggregate principal amount of the Company’s 26.5% Convertible Senior PIK Notes due 2026. The transactions contemplated by the Investment Agreement closed on January 18, 2023. Delaware Section 205 Petition On November 12, 2020, BMRG, the predecessor to the Company, held the BMRG Special Meeting to approve certain matters relating to the business combination between BMRG and Eos Energy Storage LLC. One of these matters was a proposal to amend and restate BMRG’s certificate of incorporation in order to, among other things, increase the number of authorized shares of common stock from 125,000,000 shares of common stock, consisting of 100,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock, to 200,000,000 shares of common stock, and to reclassify all Class A common stock and Class B common stock as a single class of common stock (the “Charter Amendment Proposal”). The Charter Amendment Proposal was approved by a majority of the outstanding shares of Class A common stock and Class B common stock of BMRG as of the record date for the BMRG Special Meeting, voting together as a single class, although voting records indicate that a majority of each of the shares of Class A common stock and Class B common stock also approved the Charter Amendment Proposal. After the BMRG Special Meeting, BMRG and Eos Energy Storage LLC closed the business combination and the Company’s certificate of incorporation, as amended to give effect to the Charter Amendment Proposal, became effective. A recent ruling by the Delaware Court of Chancery introduced uncertainty as to whether Section 242(b)(2) of the DGCL would have required the Charter Amendment Proposal to be approved by separate votes of the majority of BMRG’s then-outstanding shares of Class A common stock and Class B common stock. The Company had been proceeding with the understanding that the Charter Amendment Proposal and the amendment and restated certificate of incorporation are valid. In light of this recent ruling, however, to resolve potential uncertainty with respect to the Company’s capital structure, the Company filed a petition in the Delaware Court of Chancery under Section 205 of the DGCL to seek validation of the Charter Amendment Proposal. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts. On February 27, 2023, the Court of Chancery approved the Company's request for relief and entered an order under Section 205 of the Delaware General Corporation Law (1) declaring the Company's Third Amended and Restated Certificate of Incorporation (the "Charter"), including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the Secretary of State of the State of Delaware on November 16, 2020, and all amendments effected thereby and (2) ordering that the Company's securities (and the issuance of the securities) described in the Petition and any other securities issued in reliance on the validity of the Charter are validated and declared effective, each as of the original issuance dates.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Principles of Consolidation	Principles of ConsolidationThe Company follows accounting standards established by the Financial Accounting Standards Board (“FASB”) to ensure consistent reporting of financial condition, results of operations and cash flows. References to accounting principles generally accepted in the United States (“GAAP”) in these notes are to the FASB Accounting Standards Codification™ (“ASC”) and related updates (“ASU”). The financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with GAAP. All intercompany transactions and balances have been eliminated in consolidation.
Reclassification of Prior Year Presentation	Reclassification of Prior Year PresentationCertain prior year amounts have been reclassified for consistency with the current year presentation.
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 years ended December 31, 2022 and 2021, are included as other income (expense) in the consolidated statements of operations and comprehensive loss.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the consolidated financial statements include the calculation of the warranty liability and valuation of embedded derivatives within certain of our debt obligations.
Allowance for Expected Credit Losses	Allowance for Expected Credit LossesThe Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded in the allowance for expected credit losses.
Business Combinations	Business CombinationsThe Company accounts for the acquisition of a business using the acquisition method of accounting and allocates the purchase price of acquired entities to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, with any excess recorded as goodwill. The operating results of acquired businesses are included in the Company’s results of operations beginning as of their effective acquisition dates.
Cash, Cash Equivalents, and Restricted Cash	Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value.
Embedded derivatives	Embedded derivatives Some of our debt financings contain embedded derivatives, such as conversion features in our Convertible Notes- Related Party, as well as in our Yorkville Convertible Promissory Note. The Company evaluates each debt agreement to determine whether the embedded derivative feature requires bifurcation from the host liability, in which case would require to be accounted for as a derivative liability. The Company uses valuation models to estimate the fair value of the embedded derivatives. The change in fair value of the embedded derivatives is presented separately on the consolidated statements of operations and comprehensive loss.
Earning (loss) Per Share	Earnings (loss) Per ShareIn accordance with the provisions of ASC Topic 260, Earnings 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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts for the Company’s financial instruments classified as current assets and liabilities, including cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities and accounts payable approximate fair value due to their short maturities. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
Goodwill	Goodwill Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is reviewed for impairment each year using a qualitative or quantitative process that is performed at least annually or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount. Prior to performing a quantitative evaluation, an assessment of qualitative factors may be performed to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value. If it is determined that it is unlikely that the carrying value exceeds the fair value, the Company is not required to complete the quantitative goodwill impairment evaluation. If it is determined that the carrying value may exceed fair value when considering qualitative factors, a quantitative goodwill impairment evaluation is performed. When performing the quantitative evaluation, if the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. The Company completed the annual goodwill impairment test as of November 30, 2022, using a qualitative assessment for the reporting unit. The Company concluded that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount, and a quantitative goodwill impairment test was not necessary.
Government Grants	Government Grants The Company records grants received or receivable from government agencies as an offset to the related costs for which the grants are intended to compensate the Company. The costs of satisfying the Company’s obligations under the respective grant agreements are recognized as expense when incurred. Once the expenses are approved by the government agencies the Company records the grant receivable and related grant income. Grants received from government agencies for which expenses have not been incurred are included within accrued expenses.
Impairment of Long-Lived Assets	Impairment of Long-Lived AssetsThe Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An assessment is performed to determine whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of any long-lived asset impairment is measured based on fair value and is charged to operations in the period in which a long-lived assets impairment is determined by management.
Income Taxes and Deferred Taxes	Income Taxes and Deferred Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, Income Taxes ("ASC 740"). Income taxes are computed under the asset and liability method reflecting both current and deferred taxes, which reflect the tax impact of all events included in the financial statements. The balance sheet approach (i) reflects a current tax liability or asset recognized for estimated taxes payable or refundable on tax returns for the current and prior years, (ii) reflects a deferred tax liability or asset recognized for the estimated future tax effects attributable to temporary differences and carryforwards, (iii) measures current and deferred tax liabilities and assets using the enacted tax rate of which the effects of future changes in tax laws or rates are not anticipated, and (iv) reduces deferred tax assets, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company recognizes deferred tax assets only to the extent that management concludes these assets are more-likely-than-not to be realized. Significant judgement is required in assessing and estimating the more-likely-than-not tax consequences of the events included in the financial statements. Management considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) management determines whether it is more-likely-than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
Intangible Assets, net	Intangible Assets, net Intangible assets are stated at their historical cost and amortized on a straight-line basis over their expected useful lives.
Inventory, net	Inventory, net Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost which approximates actual cost on a first-in, first-out basis. The Company records inventory when it takes delivery and title to the product according to the terms of each supply contract. The Company evaluates its ending inventories for excess quantities and obsolescence. A valuation allowance is recorded for inventories that management considers excess or obsolete. Management considers forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases.
Leases	Leases The Company accounts for its leases under ASU 2016-02, Leases (“ASC 842”). Under ASC 842, the right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value represents our incremental borrowing rate and is calculated based on the treasury yield curve that is commensurate with the term of each lease, and a spread representative of our borrowing costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases may be classified as either operating leases or finance leases. Leases with an initial term of 12 months or less are excluded from the scope of ROU assets and liabilities, as allowed by ASC 842. The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient to account for non-lease components as part of the lease component for all asset classes. The majority of the Company's lease agreements are real estate leases.
Property, Plant and Equipment, net	Property, Plant and Equipment, net Equipment is stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the improvements or the life of the lease. Maintenance and repair expenditures are expensed as incurred. Expenditures which significantly improve or extend the life of an asset are capitalized.
Research and Development Expenses	Research and Development Expenses Research and development costs are expensed as incurred, which include materials, supplies, salaries, benefits and other costs related to research, development and testing of products.
Revenue Recognition	Revenue Recognition Revenue is earned from the sales, installation, and commissioning of BESS, the terms of which are dictated by supply agreements the Company enters into with its customers. Revenue is recognized to depict the transfer of promised goods and/or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer. As most contracts contain multiple goods delivered to the customer at different times, the transaction price is allocated to each good based on the relative standalone selling price and revenue is recognized when or as the performance obligation is satisfied. The Company uses either the expected cost-plus margin approach or adjusted market assessment approach to estimate the standalone selling prices of its goods and services. Product Revenue Product revenue is comprised of revenue from the BESS, along with other products, including inverters and spare parts, and is recognized at the point in time at which control passes, the determination of which is made in accordance with ASC 606, based on indicators of control. Generally, passage of control will be determined based upon the shipping terms, which vary by contract. Many of the Company’s contracts with customers contain some component of variable consideration. The Company estimates variable consideration, such as refunds, penalties including liquidated damages, and the customer’s right to return, using the expected value method, and adjusts transaction price for its estimate of variable consideration. We update our estimates of variable consideration and adjust the transaction price accordingly by recording an adjustment to net revenue and refund liability with respect to variable consideration such as penalties, refunds, and credits to customers. The Company has concluded that its estimation of variable consideration results in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Shipping and handling costs are included in cost of goods sold. Sales tax collected from customers are recorded on a net basis and therefore, not included in revenue. Sales tax is recorded as a liability (payable) until remitted to governmental authorities. Service Revenue Service revenue includes commissioning, installation and engineering, procurement and construction revenue. As the customer simultaneously receives and consumes the benefits provided by the Company’s performance, these performance obligations are satisfied over time. The Company uses an input method to measure progress towards satisfaction. 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. Warranty related revenue In addition to a standard two-year limited warranty against defects, the Company offers customers the option to purchase an extended warranty, a maintenance and monitoring service and/or a performance guarantee. As the standard two-year limited warranty is classified as an assurance-type warranty, based on criteria set forth in ASC 606, it is not accounted for as a separate performance obligation. The extended warranty, maintenance and monitoring service warranty and performance guarantee, however, represent distinct services and are accounted for as separate performance obligations based on a time-lapsed measure of progress resulting in a ratable recognition of revenue over the respective performance period. For these performance obligations, at any time if management determines that in the case of a particular warranty that total costs will exceed total warranty revenue, a provision for the entire anticipated warranty loss is recorded at that time and included in warranty liability on the consolidated balance sheets. Contract Assets and Contract Liabilities 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 advance 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. Payment terms are generally aligned with meeting various contractual milestones, beginning with purchase order execution and extending through manufacturing release, ready to ship, delivery and commissioning. Practical Expedients and Exemptions As permitted by ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company elected to use certain practical expedients. The Company treats costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset recognized by the Company is one year or less.
Segments	Segments The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer and President. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The Company uses the Black-Scholes option pricing model to estimate the fair value of awards, and generally these awards only have service conditions. The Company recognizes compensation cost 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, we recognize compensation costs using an accelerated attribution method over the vesting period. Compensation costs are recognized only if it is probable that the performance condition will be satisfied. Determining the appropriate fair value model and related assumptions requires judgment, including estimating volatility of the Company’s common stock and expected terms. The expected volatility rates are estimated based on historical and implied volatilities of comparable publicly traded companies. The expected term represents the average time that the options that vest are expected to be outstanding based on the vesting provisions, which is determined through the simplified method, since the Company does not have sufficient historical experience regarding the exercise of options. The Company has elected to recognize forfeitures as incurred.
Warrant Liability	Warranty liability Warranty obligations are incurred in connection with the sale of the Company’s products. Costs to provide for warranty obligations are estimated and recorded as a liability at the time of recording the sale. Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, which is based on various factors, including the use of actual claim data to date, results of lab testing, factory quality data, and field monitoring.
Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-10, Disclosures by Business Entities about Government Assistance (“Topic 832”). The amendments in this Update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity's financial statements. The Company adopted this standard prospectively as of January 1, 2022. The adoption of this standard update did not have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this standard update address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination and require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. This standard update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the standard is permitted, including adoption in an interim period. The Company has assessed the standard and concluded that this would only be applicable for acquisitions that the Company enters into prospectively only if the target company has contract assets and contract liabilities.

Acquisition (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Fair Values of the Assets Acquired and Liabilities Assumed

The following table summarizes 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)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Recognition

The Company's revenues comprised of the following:


	For the Years Ended December 31,
	2022		2021
Product revenue	$	17,429	$	4,562
Service revenue	495		36
Total revenues	$	17,924	$	4,598

Schedule of Information about Contract Liabilities from Contracts with Customers


	December 31,
	2022		2021
Contract assets	$	2,000	$	1,369
Contract liabilities	$	4,806	$	849

Cash, Cash Equivalents and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2022

Cash and Cash Equivalents [Abstract]

Schedule of Cash, Cash Equivalents, and Restricted Cash


	December 31,
	2022		2021
Cash and cash equivalents	$	17,076	$	104,831
Restricted cash (1)	2,725		861
Long-term restricted cash	11,422		—
Total cash, cash equivalents, and restricted cash	$	31,223	$	105,692

(1) Restricted cash, current.

Schedule of Cash, Cash Equivalents, and Restricted Cash


	December 31,
	2022		2021
Cash and cash equivalents	$	17,076	$	104,831
Restricted cash (1)	2,725		861
Long-term restricted cash	11,422		—
Total cash, cash equivalents, and restricted cash	$	31,223	$	105,692

(1) Restricted cash, current.

Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Components of Inventories

The following table provides information about inventory balances:


	December 31,
	2022		2021
Raw materials	$	22,899	$	11,898
Work-in-process	361		43
Finished goods	—		1,035
Total Inventory, net	$	23,260	$	12,976

Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Components of Property, Plant and Equipment, Net

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


			December 31,
	Useful lives		2022		2021
Equipment	5	10 years	$	23,653	$	13,489
Finance lease	5	years	379		226
Furniture	5	10 years	1,868		808
Leasehold improvements	Lesser of useful life/remaining lease		6,303		2,933
Tooling	2	3 years	6,926		3,053
Total			39,129		20,509
Less: Accumulated depreciation			(11,960)		(7,619)
Total property, plant and equipment, net			$	27,169	$	12,890

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Estimated Future Amortization Expense of Intangible Assets

Estimated future amortization expense of intangible assets as of December 31, 2022 are as follows:


	Amortization Expense
2023	$	40
2024	40
2025	40
2026	40
2027	40
Thereafter	40
	$	240

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses were as follows:


	December 31,
	2022		2021
Accrued payroll	$	2,706	$	3,069
Warranty reserve (1)	3,836		2,112
Accrued legal and professional expenses	840		826
Provision for contract losses	2,561		—
Insurance premium payable, current (2)	2,607		—
Other	2,809		1,667
Total accrued expenses	$	15,359	$	7,674

(1) Refer to the table below for the warranty reserve activity.

(2) Refer to Note 13, Borrowings for additional information.

Schedule of Warranty Reserve Activity

The following table summarizes warranty reserve activity:


	For the Years Ended December 31,
	2022		2021
Warranty reserve - beginning of period	$	2,112	$	—
Additions for current year deliveries	2,460		2,343
Changes in the warranty reserve estimate	1,284		—
Warranty costs incurred	(2,020)		(231)
Warranty reserve - end of period	$	3,836	$	2,112

Borrowings (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long Term Debt

The Company’s borrowings consist of the following related and third-party borrowings:


	December 31, 2022				December 31, 2021
	Borrowing Outstanding		Carrying Value*		Borrowing Outstanding		Carrying Value*
Yorkville Convertible Promissory Note - due June 2023	$	2,000	$	2,688	$	—	$	—
2021 Convertible Notes Payable – due June 2026	109,167		82,950		102,900		84,148
Senior Secured Term Loan - due March 2026	100,000		81,616		—		—
Note Payable - Hi-Power	—		—		20,000		18,695
Equipment financing facility - due April 2025	8,577		8,577		6,389		6,371
Total borrowings	219,744		175,831		129,289		$	109,214
Current portion	5,560		5,560		6,570		6,570
Total borrowings, non-current	$	214,184	$	170,271	$	122,719	$	102,644

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

The carrying value of the Senior Secured Term Loan is as follows:


	December 31, 2022
Principal	$	100,000
Unamortized debt discount	(1,866)
Unamortized debt issuance costs	(16,518)
Aggregate carrying value	$	81,616


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

Schedule of Assumptions used to determine the Fair Value of the Embedded Derivatives at Issuance

The assumptions used to determine the fair value of the embedded derivatives at issuance and at year-end were as follows:


	December 29, 2022			December 31, 2022
EOSE Common Stock Price	$	1.17		$	1.48
Debt Yield	25.00		%	25.00		%

Schedule of Balances Recognized Upon Issuance of Convertible Notes

The carrying value of the December 2022 Promissory Note is as follows:


	December 31, 2022
Principal	$	2,000
Unamortized debt discount	(160)
Unamortized debt issuance costs	(179)
Embedded derivative liability	1,027
Aggregate carrying value	$	2,688

The carrying value for the 2021 Convertible Notes is as follows:


	December 31,
	2022		2021
Principal	$	109,167	$	102,900
Unamortized debt discount	(24,733)		(28,321)
Unamortized debt issuance costs	(2,402)		(2,790)
Embedded derivative liability	918		12,359
Aggregate carrying value	$	82,950	$	84,148

Schedule of 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:


	December 31,
	2022		2021
Term	3.50 years		4.50 years
Dividend yield	—	%	—	%
Risk-free interest rate	4.1	%	1.2	%
Volatility	80.0	%	60.0	%
Effective debt yield	25.0	%	19.0	%

Summary of Interest Expense

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


	For the Years Ended December 31,
	2022		2021
Contractual interest expense	$	6,267	$	2,900
Amortization of debt discount	3,588		1,545
Amortization of debt issuance costs	388		152
Total	$	10,243	$	4,597

The following table summarizes interest expense recognized on the Senior Secured Term Loan:


	For the Year-Ended December 31, 2022
Contractual interest expense	$	4,887
Amortization of debt discount	142
Amortization of debt issuance costs	1,320
Total	$	6,349

- 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)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Assets And Liabilities, Lessee

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


		December 31,
	Classification on Balance Sheet	2022		2021
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	4,316	$	3,468
Finance lease assets	Property, plant and equipment, net	153		28
Total lease assets		$	4,469	$	3,496

		December 31,
	Classification on Balance Sheet	2022		2021
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,106	$	1,084
Finance lease liability	Other current liabilities	32		8
Long-term
Operating lease liability	Operating lease liability	4,130		3,224
Finance lease liability	Other liabilities	126		17
Total lease liabilities		$	5,394	$	4,333

Lessee, Operating Lease, Liability, Maturity

Future minimum lease payments as of December 31, 2022 were as follows:


	Operating leases		Finance leases		Total
2023	$	1,538	$	60	$	1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
2027	—		19		19
Total minimum lease payments	$	6,276	$	229	$	6,505
Less amounts representing interest	(1,040)		(71)		(1,111)
Present value of minimum lease payments	$	5,236	$	158	$	5,394

Finance Lease, Liability, Fiscal Year Maturity

Future minimum lease payments as of December 31, 2022 were as follows:


	Operating leases		Finance leases		Total
2023	$	1,538	$	60	$	1,598
2024	1,617		60		1,677
2025	1,701		55		1,756
2026	1,420		35		1,455
2027	—		19		19
Total minimum lease payments	$	6,276	$	229	$	6,505
Less amounts representing interest	(1,040)		(71)		(1,111)
Present value of minimum lease payments	$	5,236	$	158	$	5,394

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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


	December 31, 2022						December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
Private placement warrants	$	—	$	78	$	—	$	—	$	926	$	—
Embedded derivative liabilities	$	—	$	—	$	1,945	$	—	$	—	$	12,359

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


	2022		2021
Balance at beginning of the period	$	12,359	$	—
Additions	466		29,866
Change in fair value included in earnings	(10,880)		(17,507)
Balance at end of the period	$	1,945	$	12,359

Fair Value, Liabilities Measured on Recurring Basis

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


	Level in fair value hierarchy	December 31, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	863	$	677	$	3,650	$	2,805
Note payable- Hi-Power	3	—		—		18,695		14,607
2021 Convertible Notes*	3	82,950		62,421		84,148		74,225
Senior Secured Term Loan	3	81,616		77,576		—		—
Equipment financing facility	3	8,577		6,282		6,371		5,951
December 2022 Promissory Note*	3	2,688		2,908		—		—
Total		$	176,694	$	149,864	$	112,864	$	97,588

*Includes the embedded derivative liabilities.

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense

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


	For the years ended December 31,
	2022		2021
Stock options	$	3,002	$	3,809
Restricted stock units	10,792		11,249
Total	$	13,794	$	15,058

Schedule of Stock Option Activity

The following table summarizes stock option activity during the years ended December 31, 2022 and 2021:


	Units	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (years)
Options Outstanding at December 31, 2020	2,143,636	$	9.19	9.5
Granted	114,429	18.07
Cancelled/Forfeited	(110,768)	13.02
Exercised	(123,837)	8.67
Options Outstanding at December 31, 2021	2,023,460	9.51		6.3
Granted	3,275,224	1.33
Cancelled/Forfeited	(953,872)	4.84
Options Outstanding at December 31, 2022	4,344,812	4.37		7.7
Options Exercisable at December 31, 2022	2,314,963	6.13		7.1

Schedule of Restricted Stock Units (RSU)

A summary of restricted stock units (RSU) activity for the years ended December 31, 2022 and 2021 is as follows:


	Units	Weighted-Average Grant-Date Fair Value
RSUs Outstanding at December 31, 2020	42,318	$	13.46
Granted	2,580,670	16.62
Cancelled/Forfeited	(273,632)	14.98
Vested	(154,600)	16.50
RSUs Outstanding at December 31, 2021	2,194,756	16.36
Granted	2,557,263	2.87
Cancelled/Forfeited	(1,051,951)	8.55
Vested	(704,178)	15.02
RSUs Outstanding at December 31, 2022	2,995,890	7.89

Schedule of Weighted Average Assumptions

The weighted average assumptions used to determine the fair value of options granted in 2022 and 2021 are as follows:


	2022		2021
Volatility	61.36	%	58.86	%
Risk free interest rate	3.27	%	0.67	%
Expected life (years)	4.67		4.18
Dividend yield	0	%	0	%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Net Income (Losses) Before Income Taxes

Net income (losses) before income taxes were as follows:


	For the years ended December 31,
	2022		2021
U.S.	$	(229,923)	$	(124,216)
Non-U.S.	161		—
Total income (loss) before income tax	$	(229,762)	$	(124,216)

Schedule of Components of Income Tax Expense (Benefit)

Income tax expense (benefit) was as follows:


	For the years ended December 31,
	2022		2021
Current expense (benefit):
U.S. federal	$	—	$	—
U.S. state and local	—		—
Non-U.S.	51		—
Total current income tax (benefit) provision	$	51	$	—
Deferred expense (benefit):
U.S. federal	$	—	$	—
U.S. state and local	—		—
Non-U.S.	—		—
Total deferred income tax (benefit) provision	—		—
Total income tax (benefit) provision	$	51	$	—

Schedule of Reconciliation from Statutory U.S. Federal Income Tax Rate to Effective Tax Rate

The reconciliation from the statutory U.S. federal income tax rate to the effective tax rate is as follows:


	For the years ended December 31,
	2022		2021
Income (loss) before income taxes	$	(229,762)	$	(124,216)

Statutory U.S. federal income tax (21%)	(48,250)		(26,085)
State and local income tax	(12,051)		(6,592)
Income taxed at rates other than statutory	17		—
Non-deductible convertible debt	(2,220)		(3,676)
Non-deductible warrant cost	(178)		(373)
Stock-based compensation	1,622		274
Valuation allowance	60,444		36,541
Other	667		(89)
Total income tax expense	$	51	$	—
Effective tax rate	—		—

Schedule of Components of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows:


	December 31,
	2022		2021
Deferred tax assets:
NOL carryforwards	$	121,142	$	63,203
Capital loss carryforwards	235		710
Tax credit carryforwards	65		65
Goodwill	7,427		8,471
Capitalized research & experimental costs	3,952		—
Stock-based compensation	4,819		4,455
Accruals and reserves	1,678		1,586
Organizational costs	140		162
Lease liability	1,413		1,185
Fixed assets	316		—
Interest limitation	—		1,430
Inventory	663		1,448
Transaction costs	266		301
Deferred tax assets, gross	$	142,116	$	83,016
Valuation allowance	(140,858)		(80,415)
Total deferred tax assets, net	$	1,258	$	2,601
Deferred tax liabilities:
Fixed assets	—		(1,073)
Right of use asset	(1,194)		(954)
Note payable	—		(497)
Intangibles	(63)		(77)
Other	(1)		—
Deferred tax liabilities	(1,258)		(2,601)
Total deferred tax asset (liability)	$	—	$	—

Schedule of Unrecognized Tax Benefits Associated with Uncertain Tax Positions

The Company has unrecognized tax benefits associated with uncertain tax positions as of December 31, 2022 and 2021 as follows:


	For the years ended December 31,
	2022		2021
Gross unrecognized tax benefits as of January 1	$	719	$	722
Additions:
Current year tax positions	—		—
Prior year tax positions	—		—
Rate change	(34)		(3)
Settlements	—		—
Lapse of statute of limitations	—		—
Gross unrecognized tax benefits as of December 31	$	685	$	719

Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of 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 years ended December 31,
	2022	2021
Stock options and restricted stock units	7,340,702	4,218,216
Public and private placement warrants	7,326,654	7,327,254
Convertible Notes	7,422,371	5,144,074

Overview - Additional Information (Details) $ in Thousands	12 Months Ended
Overview - Additional Information (Details) $ in Thousands	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Net loss	$ (229,813)	$ (124,216)
Net cash used in operating activities	(196,857)	(116,147)
Accumulated deficit	(646,340)	(416,527)
Cash and cash equivalents	17,076	$ 104,831
Working capital	(5,429)
Short-Term Debt	$ 5,560

- Definition

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

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+ Details

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Allowances for doubtful accounts \| $	$ 3,000	$ 9,000
Impairment charges \| $	$ 0
Term of limited warranty against defects	2 years
Number of operating segments \| segment	1
Number of reportable segments \| segment	1

Acquisition - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended	12 Months Ended
Acquisition - Narrative (Details) - USD ($) $ in Thousands	Apr. 09, 2021	May 31, 2022	May 31, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Apr. 08, 2021
Business Acquisition [Line Items]
Amount due at closing					$ 0	$ 160
(Loss) gain on debt (extinguishment)/forgiveness					(942)	1,273
Loss on pre-existing agreement					$ 0	$ 30,368
Hi-Power
Business Acquisition [Line Items]
Initial ownership interest	100.00%						49.00%
Hi-Power
Business Acquisition [Line Items]
Percentage of voting interests acquired	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
Amount due at closing		$ 5,000	$ 5,000
(Loss) gain on debt (extinguishment)/forgiveness				$ 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
Amount due at closing	10,283
Fair value	33,474
Payment to terminate agreement	$ 32,750

Acquisition - Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 17,924	$ 4,598
Product revenue
Disaggregation of Revenue [Line Items]
Total revenue	17,429	4,562
Service revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 495	$ 36

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 40
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue Recognition - Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract assets	$ 631	$ 1,369
Increase (decrease) in contract liabilities	3,957	772
Contract liabilities, due to advance payments	4,639
Revenue recognized in contract liabilities	682
Contract liabilities, current	3,850	849
Contract liabilities, long-term	956	0
Contract assets, current	1,859	$ 1,369
Contract assets, long-term	$ 141
Revenue Benchmark \| Customer 1 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	80.80%	36.80%
Revenue Benchmark \| Customer 2 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage		21.40%

Revenue Recognition - Information about Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract assets	$ 2,000	$ 1,369
Contract liabilities	$ 4,806	$ 849

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

Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 17,076	$ 104,831
Restricted cash	2,725	861
Long-term restricted cash	11,422	0
Total cash, cash equivalents, and restricted cash	$ 31,223	$ 105,692	$ 121,853

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 22,899	$ 11,898
Work-in-process	361	43
Finished goods	0	1,035
Total Inventory, net	$ 23,260	$ 12,976

Property, Plant and Equipment, Net - Components of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 39,129	$ 20,509
Less: Accumulated depreciation	(11,960)	(7,619)
Total property, plant and equipment, net	27,169	12,890
Equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 23,653	13,489
Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	5 years
Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	10 years
Finance lease
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 379	226
Useful lives	5 years
Furniture
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 1,868	808
Furniture \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	5 years
Furniture \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	10 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 6,303	2,933
Tooling
Property, Plant and Equipment [Line Items]
Property, plant, and equipment, gross	$ 6,926	$ 3,053
Tooling \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	2 years
Tooling \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	3 years

Property, Plant and Equipment, Net - Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense related to property, plant and equipment	$ 6,774	$ 2,573
Loss from write-down of property, plant and equipment	$ 6,846	$ 50

Intangible Assets - Narratives (Details) - Patents - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross patents value	$ 400
Patents useful lives	10 years
Patents amortization expenses	$ 40	$ 40

Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 40
2024	40
2025	40
2026	40
2027	40
Thereafter	40
Total	$ 240	$ 280

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Loan commitment on the consolidated balance sheet	$ 863	$ 3,650
Financing receivable, allowance for credit loss	$ 2	$ 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 (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued payroll	$ 2,706	$ 3,069
Warranty reserve	3,836	2,112
Accrued legal and professional expenses	840	826
Provision for contract losses	2,561	0
Insurance premium payable, current	2,607	0
Other	2,809	1,667
Total accrued expenses	$ 15,359	$ 7,674

Accrued Expenses - Warranty Reserve Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty reserve - beginning of period	$ 2,112	$ 0
Additions for current year deliveries	2,460	2,343
Changes in the warranty reserve estimate	1,284	0
Warranty costs incurred	(2,020)	(231)
Warranty reserve - end of period	$ 3,836	$ 2,112

Grant Expense, Net (Details) - USD ($) $ in Thousands	12 Months Ended
Grant Expense, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Income and Expenses [Abstract]
Grant payments received	$ 1,007	$ 0
Grants receivable	263	1,020
Grant (income) expense, net	$ (16)	$ 269

Related Party Transactions (Details) - USD ($)			1 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 29, 2021	Dec. 01, 2021	Jul. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 29, 2022	Jun. 13, 2022	Dec. 28, 2021	Jul. 06, 2021	Apr. 08, 2021
Related Party Transaction [Line Items]
Payment made for debt issuance cost				$ 12,398,000	$ 4,370,000
Selling, general and administrative expenses				$ 60,623,000	42,998,000
Related party, ownership interest qualifier				5.00%
Dilutive Effect Prior to Merger Agreement \| Hellman Parties
Related Party Transaction [Line Items]
Equity interest issued or issuable (in shares)	159,977	300,000
2021 Convertible Notes \| Convertible Debt
Related Party Transaction [Line Items]
Principal amount									$ 100,000,000
June 2022 Promissory Note \| Convertible Debt
Related Party Transaction [Line Items]
Principal amount							$ 7,500,000
December 2022 Promissory Note \| Convertible Debt
Related Party Transaction [Line Items]
Principal amount						$ 2,000,000
Spring Creek Capital, LLC \| 2021 Convertible Notes
Related Party Transaction [Line Items]
Notes receivable, related parties			$ 100,000,000
B.Riley Securities, Inc \| 2021 Convertible Notes
Related Party Transaction [Line Items]
Payment made for debt issuance cost			$ 3,000,000
Equity Method Investee \| Holtec International
Related Party Transaction [Line Items]
Selling, general and administrative expenses					30,368,000
Affiliated Entity \| B.Riley Securities, Inc
Related Party Transaction [Line Items]
Short swing profits					$ 432,000
Hellman Parties \| Dilutive Effect Prior to Merger Agreement
Related Party Transaction [Line Items]
Estimated litigation liability										$ 5,000,000
Settlement deductible										$ 2,000,000
Loss contingency accrual								$ 1,200,000
Loss contingency accrual, share equivalent	140,023
Loss contingency accrual carrying amount, cash	$ 1,200,000

Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 07, 2022	Aug. 04, 2022	Jul. 29, 2022	Dec. 31, 2021
Borrowing Outstanding
Total borrowings	$ 219,744				$ 129,289
Current portion	5,560				6,570
Total borrowings, non-current	214,184				122,719
Carrying Value*
Notes payable, related parties	176,694				112,864
Total borrowings	175,831				109,214
Current portion	5,560				6,570
Total borrowings, non-current	170,271				102,644
Yorkville Convertible Promissory Note - due June 2023 \| Convertible Debt
Borrowing Outstanding
Notes payable, related parties, gross	2,000				0
Carrying Value*
Notes payable, related parties	2,688				0
2021 Convertible Notes Payable – due June 2026
Carrying Value*
Notes payable, related parties	82,950				84,148
2021 Convertible Notes Payable – due June 2026 \| Convertible Debt
Borrowing Outstanding
Notes payable, related parties, gross	109,167				102,900
Total borrowings	109,167				102,900
Carrying Value*
Notes payable, related parties	82,950				84,148
Total borrowings	82,950				84,148
Senior Secured Term Loan - due March 2026 \| Secured Debt
Borrowing Outstanding
Total borrowings	100,000	$ 5,320	$ 9,574	$ 85,106	0
Carrying Value*
Total borrowings	81,616				0
Note Payable - High Power \| Note payable- Hi-Power
Borrowing Outstanding
Total borrowings	0				20,000
Carrying Value*
Total borrowings	0				18,695
Equipment financing facility - due April 2025 \| Line of Credit
Borrowing Outstanding
Total borrowings	8,577				6,389
Carrying Value*
Total borrowings	$ 8,577				$ 6,371

Borrowings - Narrative (Details)						1 Months Ended			2 Months Ended	3 Months Ended		12 Months Ended
Borrowings - Narrative (Details)	Dec. 29, 2022 USD ($) trading_day tradingDay $ / shares	Jul. 29, 2022 USD ($) interest_payment	Jun. 13, 2022 USD ($) $ / shares	Jul. 06, 2021 USD ($) trading_day $ / shares	Apr. 09, 2021 USD ($)	May 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	May 31, 2021 USD ($)	Aug. 31, 2022 notice $ / shares shares	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 07, 2022 USD ($)	Aug. 04, 2022 USD ($)
Debt Instrument [Line Items]
Principal										$ 219,744,000		$ 219,744,000	$ 129,289,000
Gain on change in fair value of derivatives												11,728,000	19,282,000
Fair value of december 2022 promissory note at issuance										175,831,000		175,831,000	109,214,000
Issuance of convertible notes for interest paid-in-kind												6,267,000	2,900,000
Long-term debt, current										2,872,000		2,872,000	1,644,000
Amount due at closing												0	160,000
(Loss) gain on debt (extinguishment)/forgiveness												$ (942,000)	$ 1,273,000
Hi-Power
Debt Instrument [Line Items]
Aggregate purchase price					$ 25,000,000
Amount due at closing						$ 5,000,000		$ 5,000,000
(Loss) gain on debt (extinguishment)/forgiveness											$ 942,000
December 2022 Promissory Note
Debt Instrument [Line Items]
Embedded derivative liability	$ 419,000
Fair value of december 2022 promissory note at issuance	2,299,000
2021 Convertible Senior Notes
Debt Instrument [Line Items]
Number of shares issuable if converted \| shares												5,457,348	5,144,074
Senior Secured Term Loan \| Secured Overnight Financing Rate (SOFR) \| Minimum
Debt Instrument [Line Items]
Variable rate spread		0.2616%
Senior Secured Term Loan \| Federal Reserve Bank of New York Financing Rate (NYFRB) \| Minimum
Debt Instrument [Line Items]
Variable rate spread		0.50%
Equipment financing facility
Debt Instrument [Line Items]
Remaining borrowing capacity											13,784,000
Long-term line of credit										8,577,000		$ 8,577,000	$ 6,371,000
Long-term debt, current										2,872,000		2,872,000	1,644,000
Interest accretion and amortization of debt issuance costs												922,000	157,000
Convertible Debt \| June 2022 Promissory Note
Debt Instrument [Line Items]
Principal amount			$ 7,500,000
Original issue discount			2.00%
Debt issuance costs	125,000
Interest rate in the event of default			15.00%
Conversion price per unit (in usd per share) \| $ / shares			$ 2.21						$ 2.21
Number of investor notices \| notice									6
Issue and sale of shares (in shares) \| shares									3,393,663
Interest expense												309,000
Principal										0		0
Convertible Debt \| December 2022 Promissory Note
Debt Instrument [Line Items]
Principal amount	$ 2,000,000
Original issue discount	2.00%
Debt issuance costs	$ 179,000
Interest rate in the event of default	15.00%
Conversion price per unit (in usd per share) \| $ / shares	$ 1.1779
Principal										2,000,000		2,000,000
Stated interest rate	5.00%
Lowest daily volume weighted average price	96.50%
Number of trading days \| trading_day	7
Consecutive trading days \| trading_day	5
Payment of principal due	$ 1,000,000
Payment premium	3.00%
Number of trading days prior to redemption notice \| tradingDay	10
Embedded derivative liability										1,027,000		1,027,000
Gain on change in fair value of derivatives												(608,000)
Fair value of december 2022 promissory note at issuance										2,688,000		2,688,000
Convertible Debt \| 2021 Convertible Notes
Debt Instrument [Line Items]
Principal amount				$ 100,000,000
Original issue discount				5000.00%
Conversion price per unit (in usd per share) \| $ / shares				$ 20
Principal										109,167,000		109,167,000	102,900,000
Stated interest rate				5.00%
Consecutive trading days \| trading_day				30
Embedded derivative liability										918,000		918,000	12,359,000
Fair value of december 2022 promissory note at issuance										82,950,000		82,950,000	84,148,000
Conversion ratio				49.9910
Percentage of stock price				130.00%
Threshold trading days \| trading_day				20
Redemption percentage				100.00%
Gain (loss) on beneficial conversion feature												11,488,000	17,507,000
Issuance of convertible notes for interest paid-in-kind												6,267,000
Paid-in-kind interest rate				6.00%
Interest accretion and amortization of debt issuance costs										10,243,000			4,597,000
Secured Debt \| Senior Secured Term Loan
Debt Instrument [Line Items]
Principal amount		$ 100,000,000
Debt issuance costs		885,000
Principal		$ 85,106,000								100,000,000		100,000,000	0	$ 5,320,000	$ 9,574,000
Fair value of december 2022 promissory note at issuance										81,616,000		81,616,000	0
Number of days prior to current maturity date		91 days
Minimum prepayment amount		$ 500,000
Repayment applicable treasury rate		0.50%
Number of immediately following interest payment required to be escrowed		4
Escrowed interest										11,422,000		11,422,000
Maximum borrowing capacity, principal amount per loan		$ 15,000,000
Debt issuance fees		2,008,000
Accrued insurance		$ 16,953,000
Interest accretion and amortization of debt issuance costs												6,349,000
Secured Debt \| Senior Secured Term Loan \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Additional insurance premiums		3.00%
Secured Debt \| Senior Secured Term Loan \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Additional insurance premiums		3.00%
Secured Debt \| Senior Secured Term Loan \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Additional insurance premiums		2.00%
SOFR Loans \| Senior Secured Term Loan
Debt Instrument [Line Items]
Variable rate spread		8.50%
ABR Loans \| Senior Secured Term Loan
Debt Instrument [Line Items]
Stated interest rate		7.50%
Line of Credit \| Equipment financing facility
Debt Instrument [Line Items]
Debt issuance costs							$ 175,000			271,000	$ 96,000	271,000
Principal										8,577,000		8,577,000	6,389,000
Fair value of december 2022 promissory note at issuance										8,577,000		8,577,000	6,371,000
Maximum borrowing capacity							25,000
Commitment fee amount							$ 188,000
Note payable- Hi-Power \| Note Payable - High Power
Debt Instrument [Line Items]
Principal										0		0	20,000,000
Fair value of december 2022 promissory note at issuance										$ 0		0	18,695,000
Current portion of notes payable													4,926,000
Long-term portion													$ 13,769,000
(Loss) gain on debt (extinguishment)/forgiveness												$ (942,000)

Borrowings - Assumptions used to determine the Fair Value of the Embedded Derivatives at Issuance (Details) - December 2022 Promissory Note - Convertible Debt - $ / shares	Dec. 31, 2022	Dec. 29, 2022
Debt Instrument [Line Items]
EOSE Common Stock Price (in usd per share)	$ 1.48	$ 1.17
Coupon Interest Rate	25.00%	25.00%

Borrowings - Disaggregates the Net Carrying Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 29, 2022	Dec. 07, 2022	Aug. 04, 2022	Jul. 29, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal	$ 219,744					$ 129,289
Total borrowings	175,831					109,214
December 2022 Promissory Note
Debt Instrument [Line Items]
Embedded derivative liability		$ 419
Total borrowings		$ 2,299
December 2022 Promissory Note \| Convertible Debt
Debt Instrument [Line Items]
Principal	2,000
Unamortized debt discount	(160)
Unamortized debt issuance costs	(179)
Embedded derivative liability	1,027
Total borrowings	2,688
2021 Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Principal	109,167					102,900
Unamortized debt discount	(24,733)					(28,321)
Unamortized debt issuance costs	(2,402)					(2,790)
Embedded derivative liability	918					12,359
Total borrowings	82,950					84,148
Senior Secured Term Loan \| Secured Debt
Debt Instrument [Line Items]
Principal	100,000		$ 5,320	$ 9,574	$ 85,106	0
Unamortized debt discount	(1,866)
Unamortized debt issuance costs	(16,518)
Total borrowings	$ 81,616					$ 0

Borrowings - Debt Assumptions (Details) - 2021 Convertible Notes - Convertible Debt	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt instrument, term	3 years 6 months	4 years 6 months
Coupon Interest Rate	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	0.800	0.600

Borrowings - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
2021 Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Contractual interest expense	$ 6,267		$ 2,900
Amortization of debt discount	3,588		1,545
Amortization of debt issuance costs		$ 388	152
Total	$ 10,243		$ 4,597
Senior Secured Term Loan \| Secured Debt
Debt Instrument [Line Items]
Contractual interest expense		4,887
Amortization of debt discount		142
Amortization of debt issuance costs		1,320
Total		$ 6,349

Borrowings - Equipment Financing Facility (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended		16 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Debt Instrument [Line Items]
Gross Amount of Initial Draw			$ 4,216	$ 7,000
Equipment financing facility \| Line of Credit
Debt Instrument [Line Items]
Gross Amount of Initial Draw	$ 4,216	$ 7,000			$ 11,216
Coupon Interest Rate	16.20%	14.30%
Debt Issuance Costs	$ 96	$ 175	$ 271		$ 271

Warrants Liability - Related Party (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)	7,001,654	7,002,254
Warrants - related party	$ 78	$ 926
Change in fair value	$ 848	$ 1,775
SEPA
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)	325,000	325,000
Warrants - related party	$ 78	$ 926

Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease right-of-use asset, net	$ 4,316	$ 3,468
Finance lease assets	153	28
Total lease assets	4,469	3,496
Liabilities
Operating lease liability, current	1,106	1,084
Finance lease liability	32	8
Operating lease liability	4,130	3,224
Finance lease liability	126	17
Present value of minimum lease payments	$ 5,394	$ 4,333
Finance lease, liability, current, statement of financial position [extensible enumeration]	Property, plant and equipment, net	Property, plant and equipment, net
Finance lease, liability, current, statement of financial position [extensible enumeration]	Other current liabilities	Other current liabilities
Finance lease, liability, noncurrent, statement of financial position [extensible enumeration]	Other liabilities	Other liabilities

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease, cost	$ 1,370	$ 1,158
Operating lease, weighted average remaining lease term	3 years 9 months 25 days	4 years 1 month 24 days
Operating lease, weighted average discount rate, percent	10.40%	3.30%
Finance lease, weighted average remaining lease term	3 years 11 months 8 days	3 years 5 months 19 days
Finance lease, weighted average discount rate, percent	19.90%	12.50%
Sales-type lease, term of contract	20 years
Sales-type lease, interest income, lease receivable	$ 1,166	$ 353
Sales-type lease, lease receivable	$ 1,471	$ 347

Leases - Future Minimum Lease (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating leases
2023	$ 1,538
2024	1,617
2025	1,701
2026	1,420
2027	0
Total minimum lease payments	6,276
Less amounts representing interest	(1,040)
Present value of minimum lease payments	5,236
Finance leases
2023	60
2024	60
2025	55
2026	35
2027	19
Total minimum lease payments	229
Less amounts representing interest	(71)
Present value of minimum lease payments	158
Total
2023	1,598
2024	1,677
2025	1,756
2026	1,455
2027	19
Total minimum lease payments	6,505
Less amounts representing interest	(1,111)
Present value of minimum lease payments	$ 5,394	$ 4,333

Fair Value Measurement - Fair Value of Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private placement warrants	$ 78	$ 926
Level 1 \| Embedded derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private placement warrants	0	0
Embedded derivative liabilities	0	0
Level 2 \| Embedded derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private placement warrants	78	926
Embedded derivative liabilities	0	0
Level 3 \| Embedded derivative liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private placement warrants	0	0
Embedded derivative liabilities	$ 1,945	$ 12,359

Fair Value Measurement - Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain on change in fair value of derivatives	Gain on change in fair value of derivatives
Embedded derivative liabilities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	$ 1,945	$ 12,359	$ 0
Additions	466	29,866
Change in fair value included in earnings	(10,880)	(17,507)
Balance at end of the period	1,945	12,359
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	1,945	12,359	$ 0
Additions	466	29,866
Change in fair value included in earnings	$ 10,880	$ 17,507

Fair Value Measurement - Carrying Value and Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 29, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 175,831		$ 109,214
Carrying Value	176,694		112,864
Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	863		3,650
Note payable- Hi-Power
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	0		18,695
2021 Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	82,950		84,148
Senior Secured Term Loan \| Secured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	81,616		0
Equipment financing facility \| Line of Credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	8,577		6,371
December 2022 Promissory Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value		$ 2,299
Carrying Value	2,688		0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	149,864		97,588
Level 3 \| Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	677		2,805
Level 3 \| Note payable- Hi-Power
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0		14,607
Level 3 \| 2021 Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	62,421		74,225
Level 3 \| Senior Secured Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	77,576		0
Level 3 \| Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	6,282		5,951
Level 3 \| December 2022 Promissory Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 2,908		$ 0

Commitment and Contingencies (Details) - USD ($) $ in Thousands	Jul. 07, 2022	Dec. 31, 2022	Nov. 12, 2020	Nov. 11, 2020
Loss Contingencies [Line Items]
Authorized capital stock (in shares)				125,000,000
Common Stock
Loss Contingencies [Line Items]
Authorized capital stock (in shares)			200,000,000
Common Class A
Loss Contingencies [Line Items]
Authorized capital stock (in shares)				100,000,000
Common Class B
Loss Contingencies [Line Items]
Authorized capital stock (in shares)				25,000,000
U.S. Department of Justice
Loss Contingencies [Line Items]
Settlement, amount awarded to other party	$ 1,017
Relator
Loss Contingencies [Line Items]
Settlement, amount awarded to other party	$ 70
Minimum Volume Commitment
Loss Contingencies [Line Items]
Non-cancellable purchase commitment		$ 242

Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 13,794	$ 15,058
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	3,002	3,809
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 10,792	$ 11,249

Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Units
Beginning outstanding balance (in shares)	2,023,460	2,143,636
Granted (in shares)	3,275,224	114,429
Cancelled/Forfeited (in shares)	(953,872)	(110,768)
Exercised (in shares)		(123,837)
Ending outstanding balance (in shares)	4,344,812	2,023,460	2,143,636
Exercisable (in shares)	2,314,963
Weighted-Average Exercise Price
Beginning outstanding balance (in usd per share)	$ 9.51	$ 9.19
Granted (in usd per share)	1.33	18.07
Cancelled/Forfeited (in usd per share)	4.84	13.02
Exercised (in usd per share)		8.67
Ending outstanding balance (in usd per share)	4.37	$ 9.51	$ 9.19
Exercisable (in usd per share)	$ 6.13
Weighted-Average Remaining Contractual Term (years)
Options outstanding	7 years 8 months 12 days	6 years 3 months 18 days	9 years 6 months
Options exercisable	7 years 1 month 6 days

Stock-Based Compensation - Summary of Restricted Unit Activity (Details) - Restricted stock units - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Units
RU Outstanding, beginning balance (in shares)	2,194,756	42,318
Granted in period (in shares)	2,557,263	2,580,670
Cancelled/Forfeited in period (in shares)	(1,051,951)	(273,632)
Vested in period (in shares)	(704,178)	(154,600)
RU Outstanding, ending balance (in shares)	2,995,890	2,194,756
Weighted-Average Grant-Date Fair Value
Period start RU outstanding weighted average fair value (in usd per share)	$ 16.36	$ 13.46
Granted, weighted-average grant-date fair value (in usd per share)	2.87	16.62
Cancelled/Forfeited, weighted-average grant-date fair value (in usd per share)	8.55	14.98
Vested, weighted-average grant-date fair value (in usd per share)	15.02	16.50
Period end RU outstanding weighted average fair value (in usd per share)	$ 7.89	$ 16.36

Stock-Based Compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)		2,537,866
Number of shares remain for future issuance (in shares)	994,108	994,108	2,282,906
Expected life (years)		4 years 8 months 1 day	4 years 2 months 4 days
Unrecognized stock compensation expense	$ 16,314	$ 16,314
Unrecognized stock compensation expense attributable to stock option	$ 1,710	$ 1,710
Weighted average grant date fair value of options granted (in usd per share)		$ 0.72	$ 8.08
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, vested and expected to vest, outstanding, number (in shares)	15,000	15,000
Stock options \| Performance and Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period (in shares)		2,325,000
Stock options \| Performance Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	625,000
Stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)		5 years
Options vesting term		3 months
Stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)		10 years
Options vesting term		5 years
Stock options \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term		6 months
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		2,557,263	2,580,670
RUs outstanding (in shares)	1,575,000	1,575,000
Unrecognized stock compensation expense attributable to RUs	$ 14,604	$ 14,604
Restricted stock units \| Performance and Service Conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		75,000
Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term		3 years
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term		4 years
Restricted stock units \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term		1 year 6 months

Stock-Based Compensation - Weighted-Average Assumptions Used to Determine the Fair Value of Options Granted (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Volatility	61.36%	58.86%
Risk free interest rate	3.27%	0.67%
Expected life (years)	4 years 8 months 1 day	4 years 2 months 4 days
Dividend yield	0.00%	0.00%

Income Taxes - Net Income (Losses) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S.	$ (229,923)	$ (124,216)
Non-U.S.	161	0
Loss before income taxes	$ (229,762)	$ (124,216)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current expense (benefit):
U.S. federal	$ 0	$ 0
U.S. state and local	0	0
Non-U.S.	51	0
Total current income tax (benefit) provision	51	0
Deferred expense (benefit):
U.S. federal	0	0
U.S. state and local	0	0
Non-U.S.	0	0
Total deferred income tax (benefit) provision	0	0
Total income tax (benefit) provision	$ 51	$ 0

Income Taxes - Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Income tax expense	$ 51	$ 0
Increase (decrease) in valuation allowance	(60,444)
Valuation allowance	140,858	80,415
Valuation allowance to be allocated to additional paid-in capital when released	1,762
Valuation allowance to be released through continuing operations	139,096
Unrecognized tax benefits	685	719	$ 722
Unrecognized tax benefits that would impact effective tax rate	0
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
NOL carryforwards	485,351	263,270
NOL subject to expiration	89,051
NOL with an indefinite carryforward period	396,300
Domestic Tax Authority \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credits		3,733
Amount federal R&D credits will expire unused	3,733
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
NOL carryforwards	235,679	$ 125,855
NOL subject to expiration	233,566
NOL with an indefinite carryforward period	2,113
State and Local Jurisdiction \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credits	$ 65

Income Taxes - Reconciliation from Statutory to Effective Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income (loss) before income taxes	$ (229,762)	$ (124,216)
Statutory U.S. federal income tax (21%)	(48,250)	(26,085)
State and local income tax	(12,051)	(6,592)
Income taxed at rates other than statutory	17	0
Non-deductible convertible debt	(2,220)	(3,676)
Non-deductible warrant cost	(178)	(373)
Stock-based compensation	1,622	274
Valuation allowance	60,444	36,541
Other	667	(89)
Total income tax (benefit) provision	$ 51	$ 0
Effective tax rate	0.00%	0.00%

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
NOL carryforwards	$ 121,142	$ 63,203
Capital loss carryforwards	235	710
Tax credit carryforwards	65	65
Goodwill	7,427	8,471
Capitalized research & experimental costs	3,952	0
Stock-based compensation	4,819	4,455
Accruals and reserves	1,678	1,586
Organizational costs	140	162
Lease liability	1,413	1,185
Fixed assets	316	0
Interest limitation	0	1,430
Inventory	663	1,448
Transaction costs	266	301
Deferred tax assets, gross	142,116	83,016
Valuation allowance	(140,858)	(80,415)
Total deferred tax assets, net	1,258	2,601
Deferred tax liabilities:
Fixed assets	0	(1,073)
Right of use asset	(1,194)	(954)
Note payable	0	(497)
Intangibles	(63)	(77)
Other	(1)	0
Deferred tax liabilities	(1,258)	(2,601)
Total deferred tax asset (liability)	$ 0	$ 0

Income Taxes - Unrecognized Tax Benefits Associated with Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Beginning balance	$ 719	$ 722
Current year tax positions	0	0
Prior year tax positions	0	0
Rate change	(34)	(3)
Settlements	0	0
Lapse of statute of limitations	0	0
Ending balance	$ 685	$ 719

Shareholders' Equity (Details)						1 Months Ended	2 Months Ended	12 Months Ended
Shareholders' Equity (Details)	Dec. 29, 2022 USD ($)	Aug. 05, 2022 USD ($) $ / shares	Apr. 28, 2022 USD ($) shares	Jan. 22, 2021 trading_day $ / shares shares	Nov. 16, 2020 trading_day business_day $ / shares shares	Jan. 31, 2023 shares	Aug. 31, 2022 notice $ / shares shares	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 28, 2022 $ / shares shares	Jun. 27, 2022 $ / shares shares	Jun. 13, 2022 USD ($) $ / 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
Preferred stock, shares issued (in shares)								0	0
Preferred stock, shares outstanding (in shares)								0	0
Common stock, par value (in usd per share) \| $ / shares		$ 0.0001						$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)								300,000,000	200,000,000	300,000,000	200,000,000
Number of votes for each share \| vote								1
Common stock, shares issued (in shares)					2,000,000			82,653,781	53,786,632
Common stock, shares outstanding (in shares)								82,653,781	53,786,632
Contingent equity, earnout period					5 years
Contingent equity, earnout period, threshold business days \| business_day					5
Contingent equity, earnout period, threshold price (in usd per share) \| $ / shares				$ 16.00	$ 16.00
Contingent equity, earnout period, threshold trading days \| trading_day				20	20
Contingent equity, earnout period, threshold consecutive trading days \| trading_day				30	30
Contingent consideration, liability (in shares)					1,718,000
Contingent consideration, liability, earnout period					5 years
Contingent liability, earnout period, threshold trading days \| trading_day				20	20
Contingent liability, earnout period, threshold consecutive trading days \| trading_day				30	30
Treasury stock \| $								$ 978,000	$ 353,000
Common stock to be purchased through warrants (in shares)														9,075,000
Price of common stock to be purchased through warrants (in usd per share) \| $ / shares														$ 11.50
Warrant outstanding (in shares)								7,001,654	7,002,254
June 2022 Promissory Note \| Convertible Debt
Class of Stock [Line Items]
Principal amount \| $												$ 7,500,000
Original issue discount												2.00%
Conversion price per unit (in usd per share) \| $ / shares							$ 2.21					$ 2.21
Number of investor notices \| notice							6
Issue and sale of shares (in shares)							3,393,663
Other Operating Income (Expense)
Class of Stock [Line Items]
Sale of stock, commitment fee \| $			$ 1,061,000
SEPA
Class of Stock [Line Items]
Authorized value of stock to be sold \| $	$ 75,000,000
Each sale aggregate value \| $			$ 20,000,000
Share price as percentage of market price			97.00%
Commitment fee for SEPA settled by common stock (in shares)			465,117
Maximum borrowing capacity, principal amount per loan \| $			$ 50,000,000
Proceeds from sale of treasury stock \| $								$ 14,500,000
Sale of stock, number of shares issued in transaction (in shares)								7,361,602
At The Market Program
Class of Stock [Line Items]
Authorized value of stock to be sold \| $		$ 100,000,000
Sale of stock, number of shares issued in transaction (in shares)								20,539,603
Commission on gross sale proceeds		3.00%
Purchase price of shares \| $								$ 38,626,000
Issuance of PIPE shares (in usd per share) \| $ / shares								$ 1.94
Block A Sponsor Earnout Shares
Class of Stock [Line Items]
Contingent consideration, liability (in shares)					859,000
Stock price trigger \| $ / shares					$ 12.00
Block B Sponsor Earnout Shares
Class of Stock [Line Items]
Contingent consideration, liability (in shares)					859,000
Stock price trigger \| $ / shares				$ 16.00	$ 16.00
Common Stock
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)								82,653,781	53,786,632				48,943,082
Issuance of contingently issuable common stock (in shares)				1,999,185					1,999,185
Exercise of public warrants (in shares)								600	1,747,746
Commitment fee for SEPA settled by common stock (in shares)								465,117
Percentage of outstanding shares of common stock	19.99%
Common Stock \| Yorkville \| Subsequent Event
Class of Stock [Line Items]
Issue and sale of shares (in shares)						1,953,612

Shareholders' Equity - Anti-dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 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)	7,340,702	4,218,216
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
Convertible Notes
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	7,422,371	5,144,074

Subsequent Events (Details) - USD ($) $ in Thousands		1 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Jan. 31, 2023	Feb. 01, 2023	Jan. 18, 2023	Nov. 12, 2020	Nov. 11, 2020
Subsequent Event [Line Items]
Authorized capital stock (in shares)						125,000,000
Common Stock
Subsequent Event [Line Items]
Authorized capital stock (in shares)					200,000,000
Common Class A
Subsequent Event [Line Items]
Authorized capital stock (in shares)						100,000,000
Common Class B
Subsequent Event [Line Items]
Authorized capital stock (in shares)						25,000,000
Subsequent Event \| Yorkville \| Common Stock
Subsequent Event [Line Items]
Issue and sale of shares (in shares)		1,953,612
Subsequent Event \| February 2023 Promissory Note \| Convertible Debt
Subsequent Event [Line Items]
Principal amount			$ 5,000
Subsequent Event \| February 2023 Promissory Note \| SEPA \| Convertible Debt
Subsequent Event [Line Items]
Issue and sale of shares (in shares)	3,879,706
Subsequent Event \| Convertible Senior PIK Notes due 2026 \| Convertible Debt
Subsequent Event [Line Items]
Principal amount				$ 13,750
Stated interest rate				26.50%