SES AI CORP, 10-Q filed on 7/30/2024
Quarterly Report
v3.24.2
Document and Entity Information - $ / shares
 6 Months Ended
Jun. 30, 2024
Jul. 25, 2024
Document Information [Line Items]    
Entity Central Index Key 0001819142  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-39845  
Entity Registrant Name SES AI Corporation  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 88-0641865  
Entity Address, Address Line One 35 Cabot Road  
Entity Address, City or Town Woburn  
Entity Address State Or Province MA  
Entity Address, Postal Zip Code 01801  
City Area Code 339  
Local Phone Number 298-8750  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Common Class A    
Document Information [Line Items]    
Title of 12(b) Security Class A common stock, par value $0.0001 per share  
Entity Listing, Par Value Per Share $ 0.0001  
Trading Symbol SES  
Security Exchange Name NYSE  
Entity Common Stock, Shares Outstanding   313,656,338
Common Class B    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   43,881,251
Warrant    
Document Information [Line Items]    
Title of 12(b) Security Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share  
Trading Symbol SES WS  
Security Exchange Name NYSE  
v3.24.2
Condensed Consolidated Balance Sheets
$ in Thousands, ₩ in Billions
Jun. 30, 2024
USD ($)
Jun. 30, 2024
KRW (₩)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
KRW (₩)
Current Assets        
Cash and cash equivalents $ 54,816   $ 85,671  
Short-term investments 239,939   246,775  
Receivable from related party $ 590   $ 3,911  
Other receivable, after allowance for credit loss, current, related party, type extensible enumeration Related Party Related Party Related Party Related Party
Inventories $ 519   $ 558  
Prepaid expenses and other assets 14,275   11,712  
Total current assets 310,139   348,627  
Property and equipment, net 41,236   37,959  
Intangible assets, net 1,281   1,345  
Right-of-use assets, net 11,123   13,099  
Deferred tax assets 1,057   1,057  
Other assets, non-current 3,535   4,723  
Total assets 368,371   406,810  
Current Liabilities        
Accounts payable 2,363   4,830  
Operating lease liabilities 2,474   2,404  
Accrued expenses and other liabilities 9,121   13,121  
Total current liabilities 13,958   20,355  
Sponsor Earn-Out liabilities 1,880   4,166  
Operating lease liabilities, non-current 9,348   11,316  
Unearned government grant 9,023 ₩ 12.0 9,270 ₩ 12.0
Other liabilities, non-current 2,589   2,753  
Total liabilities 36,798   47,860  
Commitments and contingencies (Note 9)    
Stockholders' Equity        
Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 312,025,684 and 310,266,922 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively; Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 35   35  
Additional paid-in capital 568,199   559,214  
Accumulated deficit (234,140)   (198,686)  
Accumulated other comprehensive loss (2,521)   (1,613)  
Total stockholders' equity 331,573   358,950  
Total liabilities and stockholders' equity $ 368,371   $ 406,810  
v3.24.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 20,000,000 20,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common Class A [Member]    
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 2,100,000,000 2,100,000,000
Common stock, shares issued (in shares) 312,025,684 310,266,922
Common stock, shares outstanding (in shares) 312,025,684 310,266,922
Common Class B [Member]    
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares issued (in shares) 43,881,251 43,881,251
Common stock, shares outstanding (in shares) 43,881,251 43,881,251
v3.24.2
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Operating expenses:        
Research and development $ 15,057 $ 6,347 $ 26,822 $ 14,836
General and administrative 9,570 12,924 19,076 26,047
Total operating expenses 24,627 19,271 45,898 40,883
Loss from operations (24,627) (19,271) (45,898) (40,883)
Other income (expense):        
Interest income 3,995 4,129 8,157 8,269
Gain on change in fair value of Sponsor Earn-Out liabilities 1,411 2,926 2,286 3,495
Miscellaneous (expense) income, net (580) (405) 294 415
Total other income, net 4,826 6,650 10,737 12,179
Loss before income taxes (19,801) (12,621) (35,161) (28,704)
Provision for income taxes (96) (327) (293) (470)
Net loss (19,897) (12,948) (35,454) (29,174)
Other comprehensive loss, net of tax:        
Foreign currency translation adjustment (93) (1,492) (550) (1,420)
Unrealized loss on short-term investments (59) (721) (358) (254)
Total other comprehensive loss, net of tax (152) (2,213) (908) (1,674)
Total comprehensive loss $ (20,049) $ (15,161) $ (36,362) $ (30,848)
Net loss per share attributable to common stockholders - basic (in dollars per share) $ (0.06) $ (0.04) $ (0.11) $ (0.09)
Net loss per share attributable to common stockholders - diluted (in dollars per share) $ (0.06) $ (0.04) $ (0.11) $ (0.09)
Weighted-average shares outstanding, basic (in shares) 320,833,854 314,578,498 319,812,287 314,003,663
Weighted-average shares outstanding, diluted (in shares) 320,833,854 314,578,498 319,812,287 314,003,663
v3.24.2
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Beginning balance at Dec. 31, 2022 $ 35 $ 538,041 $ (145,286) $ (1,251) $ 391,539
Beginning balance (in shares) at Dec. 31, 2022 349,714,840        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock upon exercise of stock options   13     13
Issuance of common stock upon exercise of stock options (in shares) 94,319        
Restricted stock units vested (in shares) 4,727        
Forfeitures of Earn-Out Restricted Shares (1,904)        
Stock-based compensation   6,462     6,462
Net loss     (16,226)   (16,226)
Unrealized loss on short-term investments       467 467
Foreign currency translation adjustments       72 72
Ending balance at Mar. 31, 2023 $ 35 544,516 (161,512) (712) 382,327
Ending balance (in shares) at Mar. 31, 2023 349,811,982        
Beginning balance at Dec. 31, 2022 $ 35 538,041 (145,286) (1,251) 391,539
Beginning balance (in shares) at Dec. 31, 2022 349,714,840        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss         (29,174)
Unrealized loss on short-term investments         (254)
Foreign currency translation adjustments         (1,420)
Ending balance at Jun. 30, 2023 $ 35 551,905 (174,460) (2,925) 374,555
Ending balance (in shares) at Jun. 30, 2023 351,211,936        
Beginning balance at Mar. 31, 2023 $ 35 544,516 (161,512) (712) 382,327
Beginning balance (in shares) at Mar. 31, 2023 349,811,982        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock upon exercise of stock options   64     64
Issuance of common stock upon exercise of stock options (in shares) 477,443        
Restricted stock units vested (in shares) 924,179        
Forfeitures of Earn-Out Restricted Shares (237)        
Forfeitures of Restricted Stock Awards (in shares) (1,431)        
Stock-based compensation   7,325     7,325
Net loss     (12,948)   (12,948)
Unrealized loss on short-term investments       (721) (721)
Foreign currency translation adjustments       (1,492) (1,492)
Ending balance at Jun. 30, 2023 $ 35 551,905 (174,460) (2,925) 374,555
Ending balance (in shares) at Jun. 30, 2023 351,211,936        
Beginning balance at Dec. 31, 2023 $ 35 559,214 (198,686) (1,613) 358,950
Beginning balance (in shares) at Dec. 31, 2023 354,148,173        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock upon exercise of stock options   18     18
Issuance of common stock upon exercise of stock options (in shares) 197,127        
Restricted stock units vested (in shares) 18,869        
Forfeitures of Earn-Out Restricted Shares (711,298)        
Forfeitures of Restricted Stock Awards   (50)     (50)
Forfeitures of Restricted Stock Awards (in shares) (35,253)        
Stock-based compensation   4,784     4,784
Net loss     (15,557)   (15,557)
Unrealized loss on short-term investments       (299) (299)
Foreign currency translation adjustments       (457) (457)
Ending balance at Mar. 31, 2024 $ 35 563,966 (214,243) (2,369) 347,389
Ending balance (in shares) at Mar. 31, 2024 353,617,618        
Beginning balance at Dec. 31, 2023 $ 35 559,214 (198,686) (1,613) 358,950
Beginning balance (in shares) at Dec. 31, 2023 354,148,173        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss         (35,454)
Unrealized loss on short-term investments         (358)
Foreign currency translation adjustments         (550)
Ending balance at Jun. 30, 2024 $ 35 568,199 (234,140) (2,521) 331,573
Ending balance (in shares) at Jun. 30, 2024 355,906,935        
Beginning balance at Mar. 31, 2024 $ 35 563,966 (214,243) (2,369) 347,389
Beginning balance (in shares) at Mar. 31, 2024 353,617,618        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock upon exercise of stock options   110     110
Issuance of common stock upon exercise of stock options (in shares) 746,517        
Restricted stock units vested   (635)     (635)
Restricted stock units vested (in shares) 1,653,403        
Forfeitures of Earn-Out Restricted Shares (77,529)        
Forfeitures of Restricted Stock Awards   (44)     (44)
Forfeitures of Restricted Stock Awards (in shares) (33,074)        
Stock-based compensation   4,802     4,802
Net loss     (19,897)   (19,897)
Unrealized loss on short-term investments       (59) (59)
Foreign currency translation adjustments       (93) (93)
Ending balance at Jun. 30, 2024 $ 35 $ 568,199 $ (234,140) $ (2,521) $ 331,573
Ending balance (in shares) at Jun. 30, 2024 355,906,935        
v3.24.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash Flows From Operating Activities    
Net loss $ (35,454) $ (29,174)
Adjustments to reconcile net loss to net cash used in operating activities:    
Gain from change in fair value of Sponsor Earn-Out liabilities (2,286) (3,495)
Stock-based compensation 9,586 13,787
Depreciation and amortization 3,666 2,317
Accretion income from available-for-sale short-term investments (3,889) (5,851)
Other (1,478) (346)
Changes in operating assets and liabilities:    
Receivable from related party 3,321 (47)
Inventories 22 63
Prepaid expenses and other assets (2,548) (6,602)
Right-of-use assets 1,802 (812)
Accounts payable (274) 2,332
Accrued expenses and other liabilities (1,824) (3,815)
Operating lease liabilities (1,715) 778
Net cash used in operating activities (31,071) (30,865)
Cash Flows From Investing Activities    
Purchases of property and equipment (10,454) (7,787)
Purchase of short-term investments (133,999) (136,011)
Proceeds from the maturities of short-term investments 145,000 120,000
Net cash provided by (used in) investing activities 547 (23,798)
Cash Flows From Financing Activities    
Proceeds from stock option exercises 128 77
Net cash provided by financing activities 128 77
Effect of exchange rates on cash (501) (595)
Net decrease in cash, cash equivalents and restricted cash (30,897) (55,181)
Cash, cash equivalents and restricted cash at beginning of period (Note 4) 86,966 107,936
Cash, cash equivalents and restricted cash at end of period (Note 4) 56,069 52,755
Supplemental Cash and Non-Cash Information:    
Income taxes paid 203 158
Accounts payable and accrued expenses related to purchases of property and equipment $ 2,081 3,877
Operating lease liabilities arising from obtaining right-of-use assets   $ 1,754
v3.24.2
Nature of Business
 6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business

Note 1.  Nature of Business

Organization

SES AI Corporation and its consolidated subsidiaries (together the “Company” or “SES”), is engaged in the development of high-performance, Lithium-Metal (“Li-Metal”) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”) and other applications. We were founded in 2012 and our mission is to power a new era of electric transportation on land and in air with Li-Metal batteries. Our differentiated battery technology has been designed to combine the high energy density of Li-Metal with large-scale manufacturability of conventional Lithium-ion (“Li-ion”) batteries and will help to promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs. The Company’s headquarters is located in Woburn, Massachusetts with research and development facilities located there, in Shanghai, China, and in Chungju, South Korea. Principal operations have not yet commenced as of June 30, 2024, and the Company has not derived revenue from its principal business activities.
v3.24.2
Basis of Presentation and Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies

Note 2.  Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.

The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited interim condensed consolidated financial statements do not include all of the annual disclosures required by U.S. GAAP; accordingly, they should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024 (the “Annual Report”).

Use of estimates

The preparation of these unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues, if any, and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates.

Significant estimates and assumptions include those related to the valuation of (i) certain equity awards, including common stock awards prior to the Company’s previously disclosed Business Combination (as defined below in Note 8), the Sponsor Earn-Out Shares, the Earn-Out Restricted Shares, restricted stock awards, stock options, and performance stock units, (ii) deferred tax assets and uncertain income tax positions, and (iii) the measurement of operating lease liabilities. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.

Investments

The Company has investments in short-term marketable debt and marketable equity securities. Investments in marketable debt securities consist of U.S. treasury securities, are classified as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date. These available-for-sale marketable securities are recorded at fair value, with any unrealized gains and losses included as a component of accumulated other comprehensive (loss) income in total stockholders’ equity on the unaudited interim condensed

consolidated balance sheets until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of U.S. treasury securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reported within interest income in the unaudited interim condensed consolidated statement of operations and comprehensive loss. Investments in marketable debt securities with a stated maturity date of less than one year are classified as short-term investments, while those with a stated maturity date of more than one year, and that are not expected to be used in current operations, are classified as long-term investments on the unaudited interim condensed consolidated balance sheet, respectively. Investments in marketable equity securities are classified as short-term investments when the Company’s intention is to sell within a year from the reporting period end, otherwise they will be classified as long-term investments. Investments in marketable equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with unrealized gains and losses reported within miscellaneous income, net in the unaudited interim condensed consolidated statements of operations and comprehensive loss.

Inventories

Inventories consist of raw materials and are stated at the lower of average cost or net realizable value.

Fair Value Measurements

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1    Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2    Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3    Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

Level 1

    

Level 2

    

Level 3

    

Total

June 30, 2024

​

​

​

​

​

​

​

​

​

​

​

Current Assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 4)

$

48,606

​

$

—

​

$

—

​

$

48,606

U.S. treasury securities

​

238,658

​

​

—

​

​

—

​

​

238,658

Equity securities(1)

​

1,281

​

​

—

​

​

—

​

​

1,281

Total current assets at fair value

$

288,545

​

$

—

​

$

—

​

$

288,545

​

​

​

​

​

​

​

​

​

​

​

​

Non-current Assets

​

​

​

​

​

​

​

​

​

​

​

Restricted cash in money market funds

$

614

​

$

—

​

$

—

​

$

614

Total non-current assets at fair value

$

614

​

$

—

​

$

—

​

$

614

Total Assets at fair value

$

289,159

​

$

—

​

$

—

​

$

289,159

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

1,880

​

$

1,880

Total liabilities at fair value

$

—

​

$

—

​

$

1,880

​

$

1,880

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

Current Assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 4)

$

74,997

​

$

—

​

$

—

​

$

74,997

U.S. treasury securities

​

246,127

​

​

—

​

​

—

​

​

246,127

Equity securities(1)

​

648

​

​

—

​

​

—

​

​

648

Total current assets at fair value

$

321,772

​

$

—

​

$

—

​

$

321,772

​

​

​

​

​

​

​

​

​

​

​

​

Non-current Assets

​

​

​

​

​

​

​

​

​

​

​

Restricted cash in money market funds

$

614

​

$

—

​

$

—

​

$

614

Total non-current assets at fair value

$

614

​

$

—

​

$

—

​

$

614

Total Assets at fair value

$

322,386

​

$

—

​

$

—

​

$

322,386

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

4,166

​

$

4,166

Total liabilities at fair value

$

—

​

$

—

​

$

4,166

​

$

4,166

(1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

 

​

There were no transfers in or out of Level 3 measurements during the three and six months ended June 30, 2024 and 2023.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-7, Improvements to Reportable Segment Disclosures, which requires disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions and impact this ASU will have when adopted for the year ended December 31, 2024 and anticipate it will likely result in inclusion of additional required disclosures in our consolidated financial statements.

​

In December 2023, the FASB issued ASU 2023-9, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements

that have not yet been issued or made available for issuance. We are currently evaluating the impact this ASU will have when adopted and anticipate this ASU will likely result in inclusion of additional required disclosures in our consolidated financial statements.

​

Climate-Related Disclosures 

​

In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of a registrant’s greenhouse gas emissions and certain climate-related financial metrics in their audited financial statements. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. We are currently evaluating the impact these rules will have when adopted and anticipate that these rules will likely result in the required additional disclosures being included in our consolidated financial statements.

​

The Company has reviewed all accounting pronouncements issued during the three months ended June 30, 2024 and concluded that they were either not applicable or not expected to have a material impact on the Company’s unaudited interim condensed consolidated financial statements.

 

 

 
v3.24.2
Partnerships
 6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Partnerships

Note 3.  Partnerships

In December 2020, the Company established a partnership with Hyundai Motor Company (“Hyundai”) when it entered into a joint development agreement (“JDA”) to jointly research and develop Li-Metal battery technology, which concluded in November 2023.  Further, in May 2021, the Company executed another JDA with Hyundai to jointly develop the A-Sample Li-Metal batteries effective August 31, 2021. In March 2024, the Company extended this JDA until December 2025 to develop the B-sample Li-Metal batteries.

In February 2021, the Company established a partnership with GM Global Technology Operations LLC (“GM Technology”), an affiliate of GM Ventures LLC (“GM Ventures”), and General Motors Holdings LLC (“GM Holdings”) (collectively, “General Motors” or “GM”) when it entered into a JDA to jointly research and develop the A-Sample Li-Metal batteries and build-out a prototype manufacturing line for GM Technology. The JDA has an initial term of three years, which can be extended based on mutual agreement.

In December 2021, the Company established a partnership with Honda Motor Company, Ltd. (“Honda”) when it entered into a JDA to jointly R&D the A-Sample Li-Metal batteries, which concluded in June 2023.

In November 2023, the Company entered into a B-Sample JDA with one of our OEM partners for delivery of the B-Sample batteries. The JDA has a term of two and half years.

Under the terms of certain JDAs, the Company will fund research and development activities and capital expenditures related to the buildout of pilot manufacturing lines and the JDA partner will be required to refund such expenses to the Company, regardless of the results of the research and development activities. The following table summarizes the expenses incurred by the Company that were recorded as a credit to research and development expense in the unaudited interim condensed consolidated statements of operations and comprehensive loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

Six Months Ended June 30, 

(in thousands)

2024

    

2023

    

2024

    

2023

Research and development (related party)

$

—

​

$

2,537

​

$

1,217

​

$

4,307

Research and development (non-related party)

​

577

​

​

5,750

​

​

2,885

​

​

7,166

Total reimbursements to research and development

$

577

​

$

8,287

​

$

4,102

​

$

11,473

 

​

As of June 30, 2024 and December 31, 2023, $0.5 million and $5.1 million, respectively, were recorded as receivables from non-related party JDAs. Amounts for non-related party receivables are recorded within prepaid expenses and other current assets and deferred income is recorded within accrued expenses and other current liabilities in the unaudited interim condensed consolidated balance sheets.

​
v3.24.2
Cash and Cash Equivalents
 6 Months Ended
Jun. 30, 2024
Cash and Cash Equivalents [Abstract]  
Cash and Cash Equivalents

Note 4.  Cash and Cash Equivalents

Cash, cash equivalents, and restricted cash consisted of the following:

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

June 30, 2024

    

December 31, 2023

Cash

$

6,210

​

$

10,674

Money market funds

 

48,606

​

 

74,997

Total cash and cash equivalents

​

54,816

​

​

85,671

Restricted cash included in other assets

 

1,253

​

 

1,295

Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows

$

56,069

​

$

86,966

 

 

​

​

​

Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies and a letter of credit for corporate lease activity.

 
v3.24.2
Short-Term Investments
 6 Months Ended
Jun. 30, 2024
Investments, Debt and Equity Securities [Abstract]  
Short-Term Investments

Note 5.  Short-Term Investments

The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments in available-for-sale U.S. treasury securities as of June 30, 2024 and December 31, 2023, which have maturity dates that range from 1 month to 10 months and 1 month to 10 months, respectively. Fair value was determined using market prices obtained from third-party sources. Realized gains or losses were insignificant for the three and six months ended June 30, 2024 and 2023.

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2024

​

​

​

Gross

​

Gross

​

​

​

(in thousands)

Amortized Cost

    

Unrealized Gains

    

Unrealized Losses

    

Fair Value

Short-term U.S. treasury securities

$

238,685

​

$

14

​

$

(41)

​

$

238,658

Total

$

238,685

​

$

14

​

$

(41)

​

$

238,658

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

​

​

Gross

​

Gross

​

​

​

(in thousands)

Amortized Cost

    

Unrealized Gains

    

Unrealized Losses

    

Fair Value

Short-term U.S. treasury securities

$

245,797

​

$

337

​

$

(7)

​

$

246,127

Total

$

245,797

​

$

337

​

$

(7)

​

$

246,127

 

 

 
v3.24.2
Accrued Expenses and Other Current Liabilities
 6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities

Note 6.  Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities consisted of the following:

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

June 30, 2024

    

December 31, 2023

Employee compensation and related costs

$

4,996

​

$

7,022

Construction in process

​

1,458

​

​

3,182

Professional and consulting services

​

529

​

​

1,273

Income taxes payable

​

347

​

​

288

Other

 

1,791

​

 

1,356

Accrued expenses and other current liabilities

$

9,121

​

$

13,121

 

 

 
v3.24.2
Government Grant
 6 Months Ended
Jun. 30, 2024
Government Assistance [Abstract]  
Government Grant

Note 7.  Government Grant

In December 2022, the Company was awarded a grant (the “Grant”) from certain government agencies. The incentives received under the Grant, which is in the form of cash, can be used for facilities related expenses and the purchase of property and equipment. The Company is required to adhere to the following conditions attached to the incentives, which include purchase of a government grant guarantee insurance policy, required minimum investments into specified spending categories and the creation of a minimum amount of permanent full-time jobs in a certain geographical location over the next five years, with the option to extend to 10 years by remaining in a certain geographical location. If subsequently it was determined that we were in non-compliance with the Grant conditions, we could be required to pay the Grant in its entirety with interest. The Company has yet to fulfill the required minimum investment, and the compliance with this condition will continue to be monitored over the remaining grant period.

​

As of June 30, 2024 and December 31, 2023, the Company has received, but not yet earned, cash grants of 12.0 billion Korean won. These balances are equivalent to $9.0 million and $9.3 million, after translation, respectively, as of June 30, 2024 and December 31, 2023, which is disclosed as a noncurrent liability in the unaudited interim condensed consolidated balance sheets.

​
v3.24.2
Sponsor Earn-Out Liabilities
 6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Sponsor Earn-Out Liabilities

Note 8.  Sponsor Earn-Out Liabilities

In connection with the closing of the Business Combination (the “Closing”) on February 3, 2022 (the “Closing Date”), Ivanhoe Capital Acquisition Corp. (“Ivanhoe”), a Cayman Islands exempted company, migrated out of the Cayman Islands and domesticated as a Delaware corporation (the “Domestication”) changed its name to “SES AI Corporation”, and Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned subsidiary of Ivanhoe (“Amalgamation Sub”), consummated the previously announced Business Combination (the “Business Combination”) pursuant to which, among other things, Amalgamation Sub merged with and into SES Holdings Pte. Ltd., a Singapore private company limited by shares (“Old SES”), with Old SES surviving the Business Combination as a wholly-owned subsidiary of SES.

On February 2, 2022, in connection with the Domestication, 6,900,000 of Ivanhoe’s Class B ordinary shares held by Ivanhoe Capital Sponsor LLC (the “Sponsor”) converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company. At Closing, these 6,900,000 shares of Class B Common Stock converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class A common stock par value $0.0001 per share (the “Class A Common Stock”, and together with the Class B Common Stock, “Common Stock”), of the Company (the “Sponsor Earn-Out Shares”). These Sponsor Earn-Out Shares are subject to certain transfer restrictions and forfeiture terms following the Closing, which will be released as follows:

●20% were subject to transfer restrictions until the date that was 180 days after the Closing (“Tranche 1”);
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $12.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 2”);
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $14.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 3”);
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $16.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 4”); and
●20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $18.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 5”).

If there is a change in control of SES at a per share value of greater than $18.00, then 100% of the Sponsor Earn-Out Shares will be released from these transfer restrictions; however if the per share value is less than $18.00 upon a change in control, then the Sponsor Earn-Out Shares will be released pro rata based on the per share value of the change in control and the stock price thresholds for release specified above. Any Sponsor Earn-Out Shares not released will be forfeited and cancelled upon a change in control.

The Sponsor Earn-Out Shares in Tranche 1 were accounted for as equity instruments because they are legally owned by the Sponsor, cannot be forfeited and were subject only to transfer restrictions that lapsed 180 days after the Closing Date, which occurred on August 2, 2022. The Sponsor Earn-Out Shares in Tranches 2 through 5 represent the Sponsor Earn-Out liabilities and are accounted for as a derivative liability because the earn-out triggering events that determine the number of Sponsor Earn-Out Shares to be earned back by the Sponsor include events that are not solely indexed to the shares of Class A common stock.

The Sponsor Earn-Out liabilities are measured at estimated fair value using Level 3 inputs in a Monte Carlo simulation valuation model. As of June 30, 2024, the earn-out triggering events were not achieved for any of Tranche 2 through Tranche 5, and as such the Company adjusted the carrying amount of the Sponsor Earn-Out liabilities to its estimated fair value of $1.9 million in the unaudited interim condensed consolidated balance sheet.

The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liabilities:

​

​

​

​

(in thousands)

​

​

Balance as of December 31, 2023

$

4,166

Change in fair value

  

(2,286)

Balance as of June 30, 2024

$

1,880

​

​

​

Balance as of December 31, 2022

$

10,961

Change in fair value

​

(3,495)

Balance as of June 30, 2023

$

7,466

​

​

​

 

​

Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected term, and dividend yield. The key inputs used in the Monte Carlo simulation model at their respective measurement dates were as follows:

​

​

​

​

​

​

​

​

​

June 30, 2024

​

​

December 31, 2023

Expected term (in years)

​

3.1

​

​

3.1

Risk free rate

​

4.41%

​

​

4.04%

Expected volatility

​

85.0%

​

​

91.0%

Expected dividends

​

0%

​

​

0%

Stock price

$

1.25

​

$

1.83

 

​

The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. The Company estimates the volatility of its common stock by using a weighted average of historical volatilities of SES’s shares and warrants and select peer companies’ common stock that matches the expected term of the awards (range of the weighted average of volatility was 76.3% - 88.3% and 83.8% - 96.2% as of June 30, 2024 and December 31, 2023, respectively). The expected term is derived from a probability weighted model, considering a number of inputs, including the probability of a change in control. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

 

 
v3.24.2
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 9.  Commitments and Contingencies

Commitments

Under the terms of one of the JDAs entered into in 2021 and amended in March 2024, the Company is committed to undertake certain research and development activities for the benefit of both itself and its OEM Partner which involve expenditures related to engineering efforts and purchases of related equipment. The Company has a remaining commitment to spend up to $27.5 million under this JDA as of June 30, 2024.

In December 2021, the Company amended the lease agreement for an office space in Woburn, Massachusetts. The amendment includes an obligation for the Company to pay monthly relinquishment charges (equal to the total rental obligation for the duration of the lease term) only if the new tenant does not pay the monthly rental amount and the lessor has provided a notice to collect the relinquishment charges from the Company. As of June 30, 2024, the Company assessed the probability of any liability to be incurred for relinquishment charges as remote.

Legal Contingencies

From time-to-time, the Company may be subject to claims arising in the ordinary course of business or become involved in litigation or other legal proceedings. While the outcome of such claims or other proceedings cannot be predicted with certainty, the Company’s management expects that any such liabilities, to the extent not provided for by insurance or otherwise, would not have a material effect on the Company’s financial condition, results of operations or cash flows.

Indemnifications

The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, partnerships, landlords, vendors, and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. In addition, the Company indemnifies its officers, directors, and certain key employees against claims made with respect to matters that arise while they are serving in their respective capacities as such, subject to certain limitations set forth under applicable law, and applicable indemnification agreements. The Company maintains insurance, including commercial general liability insurance, product liability insurance, and directors and officers insurance to offset certain potential liabilities under these indemnification provisions. To date, there have been no claims under these indemnification provisions.
v3.24.2
Stock-Based Compensation
 6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

Note 10.  Stock-Based Compensation

The Company’s stock-based compensation included in its unaudited interim condensed consolidated statements of operations and comprehensive income (loss), net of forfeitures, was as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

Six Months Ended June 30, 

(in thousands)

2024

    

2023

    

2024

    

2023

Research and development

$

1,616

​

$

2,213

​

$

3,067

​

$

4,060

General and administrative

 

3,186

​

 

5,112

​

 

6,519

​

 

9,727

Total stock-based compensation

$

4,802

​

$

7,325

​

$

9,586

​

$

13,787

 

​

The following table summarizes stock-based compensation expense by award type, net of forfeitures:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

Six Months Ended June 30, 

(in thousands)

2024

​

2023

​

2024

​

2023

Earn-Out Restricted Shares

$

—

​

$

2,166

​

$

—

​

$

4,301

Restricted Stock Units ("RSUs")

​

3,604

​

​

2,723

​

​

6,689

​

​

4,684

Performance Stock Units ("PSUs")

​

700

​

​

1,406

​

​

1,632

​

​

2,732

Restricted Stock Awards ("RSAs")

​

487

​

​

926

​

​

978

​

​

1,856

Stock options

​

11

​

​

104

​

​

287

​

​

214

Total

$

4,802

​

$

7,325

​

$

9,586

​

$

13,787

​

​

​

​

​

​

​

 
v3.24.2
Income Taxes
 6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

Note 11.   Income Taxes

The Company’s effective tax rate for the three and six months ended June 30, 2024 was (0.4)% and (0.8)%, respectively, compared with (2.0)% and (1.4)% for the three and six months ended June 30, 2023. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 21% principally results from income taxes on earnings from its foreign tax jurisdictions offset by losses generated in the U.S. where no benefit was recorded because the Company had fully reserved its deferred tax assets as of June 30, 2024 and December 31, 2023 and the recording of uncertain tax positions and interest expense.
v3.24.2
Net Loss Per Share
 6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Net Loss Per Share

Note 12.  Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss, as adjusted for changes in fair value recognized in earnings from equity contracts classified as liabilities, by the weighted average number of common shares outstanding and, when dilutive, common share equivalents from outstanding stock options and restricted stock units (using the treasury-stock method). The weighted-average number of common shares used in the computation of basic and diluted net loss per share were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

Six Months Ended June 30, 

(in thousands, except share and per share amounts)

2024

   

2023

   

2024

   

2023

Numerator:

​

  

​

​

  

​

​

  

​

​

  

Net loss attributable to common stockholders - basic

$

(19,897)

​

$

(12,948)

​

$

(35,454)

​

$

(29,174)

​

​

​

​

​

​

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares of common stock outstanding - basic and diluted

​

320,833,854

​

 

314,578,498

​

 

319,812,287

​

 

314,003,663

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share attributable to common stockholders - basic and diluted

$

(0.06)

​

$

(0.04)

​

$

(0.11)

​

$

(0.09)

 

​

The number of common stock equivalents excluded from the computation of diluted net loss per share because either the effect would have been anti-dilutive, or the performance criteria related to such shares and awards had not been met, were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of June 30, 

​

​

​

​

​

​

​

​

2024

​

2023

Escrowed earn-out shares

​

​

​

​

​

​

​

27,690,978

​

​

27,690,978

​

Options to purchase common stock

​

​

​

​

​

​

​

11,634,356

​

​

17,717,487

​

Public warrants

​

​

​

​

​

​

​

9,199,947

​

​

9,199,947

​

Sponsor Earn-Out Shares

​

​

​

​

​

​

​

5,520,000

​

​

5,520,000

​

Private warrants

​

​

​

​

​

​

​

5,013,333

​

​

5,013,333

​

Unvested RSUs

​

​

​

​

​

​

​

14,687,464

​

​

6,205,703

​

Unvested PSUs

​

​

​

​

​

​

​

6,159,793

​

​

3,748,742

​

Earn-out Restricted Shares

​

​

​

​

​

​

​

831,171

​

​

1,928,903

​

Unvested RSAs

​

​

​

​

​

​

​

454,561

​

​

909,142

​

Total

​

​

​

​

​

​

​

81,191,603

​

​

77,934,235

​

 

 

 

 

 
v3.24.2
Related-Party Transactions
 6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Related-Party Transactions

Note 13.  Related-Party Transactions

As of June 30, 2024 and December 31, 2023, General Motors Company and its affiliates (“GM”) were considered a related party due to their board representation and the board member’s employment position at GM, as well as GM holding more than 5% of the fully diluted outstanding equity securities of SES.  See “Note 3 – Partnerships” for more details about our partnership with GM.

​
v3.24.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ (19,897) $ (15,557) $ (12,948) $ (16,226) $ (35,454) $ (29,174)
v3.24.2
Insider Trading Arrangements - Jing Nealis [Member]
 3 Months Ended
Jun. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Rule 10b5-1 Trading Arrangements

On May 30, 2024, Jing Nealis (our Chief Financial Officer) adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Nealis’s plan is for the potential sale of up to 870,000 shares of Class A common stock underlying vested stock options with an expiration date of February 10, 2031. The duration of the trading plan is through August 25, 2025, or earlier, upon the completion of all transactions subject to the trading plan.
Name Jing Nealis
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 30, 2024
Expiration Date February 10, 2031
Aggregate Available 870,000
v3.24.2
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.

The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited interim condensed consolidated financial statements do not include all of the annual disclosures required by U.S. GAAP; accordingly, they should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024 (the “Annual Report”).
Use of Estimates

Use of estimates

The preparation of these unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues, if any, and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates.

Significant estimates and assumptions include those related to the valuation of (i) certain equity awards, including common stock awards prior to the Company’s previously disclosed Business Combination (as defined below in Note 8), the Sponsor Earn-Out Shares, the Earn-Out Restricted Shares, restricted stock awards, stock options, and performance stock units, (ii) deferred tax assets and uncertain income tax positions, and (iii) the measurement of operating lease liabilities. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.
Investments

Investments

The Company has investments in short-term marketable debt and marketable equity securities. Investments in marketable debt securities consist of U.S. treasury securities, are classified as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date. These available-for-sale marketable securities are recorded at fair value, with any unrealized gains and losses included as a component of accumulated other comprehensive (loss) income in total stockholders’ equity on the unaudited interim condensed

consolidated balance sheets until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of U.S. treasury securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reported within interest income in the unaudited interim condensed consolidated statement of operations and comprehensive loss. Investments in marketable debt securities with a stated maturity date of less than one year are classified as short-term investments, while those with a stated maturity date of more than one year, and that are not expected to be used in current operations, are classified as long-term investments on the unaudited interim condensed consolidated balance sheet, respectively. Investments in marketable equity securities are classified as short-term investments when the Company’s intention is to sell within a year from the reporting period end, otherwise they will be classified as long-term investments. Investments in marketable equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with unrealized gains and losses reported within miscellaneous income, net in the unaudited interim condensed consolidated statements of operations and comprehensive loss.
Inventories

Inventories

Inventories consist of raw materials and are stated at the lower of average cost or net realizable value.
Fair Value Measurements

Fair Value Measurements

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1    Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2    Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3    Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

Level 1

    

Level 2

    

Level 3

    

Total

June 30, 2024

​

​

​

​

​

​

​

​

​

​

​

Current Assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 4)

$

48,606

​

$

—

​

$

—

​

$

48,606

U.S. treasury securities

​

238,658

​

​

—

​

​

—

​

​

238,658

Equity securities(1)

​

1,281

​

​

—

​

​

—

​

​

1,281

Total current assets at fair value

$

288,545

​

$

—

​

$

—

​

$

288,545

​

​

​

​

​

​

​

​

​

​

​

​

Non-current Assets

​

​

​

​

​

​

​

​

​

​

​

Restricted cash in money market funds

$

614

​

$

—

​

$

—

​

$

614

Total non-current assets at fair value

$

614

​

$

—

​

$

—

​

$

614

Total Assets at fair value

$

289,159

​

$

—

​

$

—

​

$

289,159

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

1,880

​

$

1,880

Total liabilities at fair value

$

—

​

$

—

​

$

1,880

​

$

1,880

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

Current Assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 4)

$

74,997

​

$

—

​

$

—

​

$

74,997

U.S. treasury securities

​

246,127

​

​

—

​

​

—

​

​

246,127

Equity securities(1)

​

648

​

​

—

​

​

—

​

​

648

Total current assets at fair value

$

321,772

​

$

—

​

$

—

​

$

321,772

​

​

​

​

​

​

​

​

​

​

​

​

Non-current Assets

​

​

​

​

​

​

​

​

​

​

​

Restricted cash in money market funds

$

614

​

$

—

​

$

—

​

$

614

Total non-current assets at fair value

$

614

​

$

—

​

$

—

​

$

614

Total Assets at fair value

$

322,386

​

$

—

​

$

—

​

$

322,386

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

4,166

​

$

4,166

Total liabilities at fair value

$

—

​

$

—

​

$

4,166

​

$

4,166

(1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

 

​

There were no transfers in or out of Level 3 measurements during the three and six months ended June 30, 2024 and 2023.
Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-7, Improvements to Reportable Segment Disclosures, which requires disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions and impact this ASU will have when adopted for the year ended December 31, 2024 and anticipate it will likely result in inclusion of additional required disclosures in our consolidated financial statements.

​

In December 2023, the FASB issued ASU 2023-9, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements

that have not yet been issued or made available for issuance. We are currently evaluating the impact this ASU will have when adopted and anticipate this ASU will likely result in inclusion of additional required disclosures in our consolidated financial statements.

​

Climate-Related Disclosures 

​

In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of a registrant’s greenhouse gas emissions and certain climate-related financial metrics in their audited financial statements. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. We are currently evaluating the impact these rules will have when adopted and anticipate that these rules will likely result in the required additional disclosures being included in our consolidated financial statements.

​

The Company has reviewed all accounting pronouncements issued during the three months ended June 30, 2024 and concluded that they were either not applicable or not expected to have a material impact on the Company’s unaudited interim condensed consolidated financial statements.

 
v3.24.2
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Schedule of financial assets and liabilities measured at fair value on a recurring basis

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

Level 1

    

Level 2

    

Level 3

    

Total

June 30, 2024

​

​

​

​

​

​

​

​

​

​

​

Current Assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 4)

$

48,606

​

$

—

​

$

—

​

$

48,606

U.S. treasury securities

​

238,658

​

​

—

​

​

—

​

​

238,658

Equity securities(1)

​

1,281

​

​

—

​

​

—

​

​

1,281

Total current assets at fair value

$

288,545

​

$

—

​

$

—

​

$

288,545

​

​

​

​

​

​

​

​

​

​

​

​

Non-current Assets

​

​

​

​

​

​

​

​

​

​

​

Restricted cash in money market funds

$

614

​

$

—

​

$

—

​

$

614

Total non-current assets at fair value

$

614

​

$

—

​

$

—

​

$

614

Total Assets at fair value

$

289,159

​

$

—

​

$

—

​

$

289,159

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

1,880

​

$

1,880

Total liabilities at fair value

$

—

​

$

—

​

$

1,880

​

$

1,880

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

​

​

​

​

​

​

​

​

​

​

Current Assets

​

​

​

​

​

​

​

​

​

​

​

Cash equivalents in money market funds (Note 4)

$

74,997

​

$

—

​

$

—

​

$

74,997

U.S. treasury securities

​

246,127

​

​

—

​

​

—

​

​

246,127

Equity securities(1)

​

648

​

​

—

​

​

—

​

​

648

Total current assets at fair value

$

321,772

​

$

—

​

$

—

​

$

321,772

​

​

​

​

​

​

​

​

​

​

​

​

Non-current Assets

​

​

​

​

​

​

​

​

​

​

​

Restricted cash in money market funds

$

614

​

$

—

​

$

—

​

$

614

Total non-current assets at fair value

$

614

​

$

—

​

$

—

​

$

614

Total Assets at fair value

$

322,386

​

$

—

​

$

—

​

$

322,386

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

Sponsor Earn-Out liabilities

$

—

​

$

—

​

$

4,166

​

$

4,166

Total liabilities at fair value

$

—

​

$

—

​

$

4,166

​

$

4,166

(1) Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

 
v3.24.2
Partnerships (Tables)
 6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Summary of expenses incurred that were recorded as a credit to research and development expense in the consolidated statement of operations and comprehensive loss

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

Six Months Ended June 30, 

(in thousands)

2024

    

2023

    

2024

    

2023

Research and development (related party)

$

—

​

$

2,537

​

$

1,217

​

$

4,307

Research and development (non-related party)

​

577

​

​

5,750

​

​

2,885

​

​

7,166

Total reimbursements to research and development

$

577

​

$

8,287

​

$

4,102

​

$

11,473

 
v3.24.2
Cash and Cash Equivalents (Tables)
 6 Months Ended
Jun. 30, 2024
Cash and Cash Equivalents [Abstract]  
Schedule of cash, cash equivalents, and restricted cash

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

June 30, 2024

    

December 31, 2023

Cash

$

6,210

​

$

10,674

Money market funds

 

48,606

​

 

74,997

Total cash and cash equivalents

​

54,816

​

​

85,671

Restricted cash included in other assets

 

1,253

​

 

1,295

Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows

$

56,069

​

$

86,966

 
v3.24.2
Short-Term Investments (Tables)
 6 Months Ended
Jun. 30, 2024
Investments, Debt and Equity Securities [Abstract]  
Schedule of amortized costs, gross unrealized gains and losses, and fair values of investments

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2024

​

​

​

Gross

​

Gross

​

​

​

(in thousands)

Amortized Cost

    

Unrealized Gains

    

Unrealized Losses

    

Fair Value

Short-term U.S. treasury securities

$

238,685

​

$

14

​

$

(41)

​

$

238,658

Total

$

238,685

​

$

14

​

$

(41)

​

$

238,658

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

​

​

Gross

​

Gross

​

​

​

(in thousands)

Amortized Cost

    

Unrealized Gains

    

Unrealized Losses

    

Fair Value

Short-term U.S. treasury securities

$

245,797

​

$

337

​

$

(7)

​

$

246,127

Total

$

245,797

​

$

337

​

$

(7)

​

$

246,127

 
v3.24.2
Accrued Expenses and Other Current Liabilities (Tables)
 6 Months Ended
Jun. 30, 2024
Payables and Accruals [Abstract]  
Schedule of accrued expenses and other current liabilities

​

​

​

​

​

​

​

​

​

​

​

(in thousands)

June 30, 2024

    

December 31, 2023

Employee compensation and related costs

$

4,996

​

$

7,022

Construction in process

​

1,458

​

​

3,182

Professional and consulting services

​

529

​

​

1,273

Income taxes payable

​

347

​

​

288

Other

 

1,791

​

 

1,356

Accrued expenses and other current liabilities

$

9,121

​

$

13,121

 
v3.24.2
Sponsor Earn-Out Liabilities (Tables)
 6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of the reconciliation of the Sponsor Earn-Out liability

​

​

​

​

(in thousands)

​

​

Balance as of December 31, 2023

$

4,166

Change in fair value

  

(2,286)

Balance as of June 30, 2024

$

1,880

​

​

​

Balance as of December 31, 2022

$

10,961

Change in fair value

​

(3,495)

Balance as of June 30, 2023

$

7,466

​

​

​

 
Schedule of key inputs into the Monte Carlo simulation model for the Sponsor Earn-Out liability

​

​

​

​

​

​

​

​

​

June 30, 2024

​

​

December 31, 2023

Expected term (in years)

​

3.1

​

​

3.1

Risk free rate

​

4.41%

​

​

4.04%

Expected volatility

​

85.0%

​

​

91.0%

Expected dividends

​

0%

​

​

0%

Stock price

$

1.25

​

$

1.83

 
v3.24.2
Stock-Based Compensation (Tables)
 6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Summary of compensation expense related to stock-based awards

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

Six Months Ended June 30, 

(in thousands)

2024

    

2023

    

2024

    

2023

Research and development

$

1,616

​

$

2,213

​

$

3,067

​

$

4,060

General and administrative

 

3,186

​

 

5,112

​

 

6,519

​

 

9,727

Total stock-based compensation

$

4,802

​

$

7,325

​

$

9,586

​

$

13,787

 
Summary of share-based compensation expense by award type

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

Six Months Ended June 30, 

(in thousands)

2024

​

2023

​

2024

​

2023

Earn-Out Restricted Shares

$

—

​

$

2,166

​

$

—

​

$

4,301

Restricted Stock Units ("RSUs")

​

3,604

​

​

2,723

​

​

6,689

​

​

4,684

Performance Stock Units ("PSUs")

​

700

​

​

1,406

​

​

1,632

​

​

2,732

Restricted Stock Awards ("RSAs")

​

487

​

​

926

​

​

978

​

​

1,856

Stock options

​

11

​

​

104

​

​

287

​

​

214

Total

$

4,802

​

$

7,325

​

$

9,586

​

$

13,787
v3.24.2
Net Loss Per Share (Tables)
 6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of calculation of basic and diluted net income per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended June 30, 

​

Six Months Ended June 30, 

(in thousands, except share and per share amounts)

2024

   

2023

   

2024

   

2023

Numerator:

​

  

​

​

  

​

​

  

​

​

  

Net loss attributable to common stockholders - basic

$

(19,897)

​

$

(12,948)

​

$

(35,454)

​

$

(29,174)

​

​

​

​

​

​

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares of common stock outstanding - basic and diluted

​

320,833,854

​

 

314,578,498

​

 

319,812,287

​

 

314,003,663

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share attributable to common stockholders - basic and diluted

$

(0.06)

​

$

(0.04)

​

$

(0.11)

​

$

(0.09)

 
Schedule of potentially anti-dilutive securities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of June 30, 

​

​

​

​

​

​

​

​

2024

​

2023

Escrowed earn-out shares

​

​

​

​

​

​

​

27,690,978

​

​

27,690,978

​

Options to purchase common stock

​

​

​

​

​

​

​

11,634,356

​

​

17,717,487

​

Public warrants

​

​

​

​

​

​

​

9,199,947

​

​

9,199,947

​

Sponsor Earn-Out Shares

​

​

​

​

​

​

​

5,520,000

​

​

5,520,000

​

Private warrants

​

​

​

​

​

​

​

5,013,333

​

​

5,013,333

​

Unvested RSUs

​

​

​

​

​

​

​

14,687,464

​

​

6,205,703

​

Unvested PSUs

​

​

​

​

​

​

​

6,159,793

​

​

3,748,742

​

Earn-out Restricted Shares

​

​

​

​

​

​

​

831,171

​

​

1,928,903

​

Unvested RSAs

​

​

​

​

​

​

​

454,561

​

​

909,142

​

Total

​

​

​

​

​

​

​

81,191,603

​

​

77,934,235

​

 
v3.24.2
Basis of Presentation and Significant Accounting Policies - Fair Value - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Assets, Fair Value Disclosure [Abstract]    
Debt securities, available-for-sale, current $ 239,939 $ 246,775
Restricted cash and cash equivalents, noncurrent $ 1,253 $ 1,295
Financial Liabilities Fair Value Disclosure [Abstract]    
Derivative Liability, Statement of Financial Position Sponsor Earn-Out liabilities Sponsor Earn-Out liabilities
Fair Value, Recurring    
Assets, Fair Value Disclosure [Abstract]    
Cash and cash equivalents   $ 74,997
Debt securities, available-for-sale, current $ 238,658 246,127
Equity securities 1,281 648
Total current assets at fair value 288,545 321,772
Total non-current assets at fair value 614 614
Assets 289,159 322,386
Financial Liabilities Fair Value Disclosure [Abstract]    
Sponsor Earn-Out liabilities 1,880 4,166
Total liabilities at fair value 1,880 4,166
Fair Value, Recurring | Money Market Funds    
Assets, Fair Value Disclosure [Abstract]    
Cash and cash equivalents 48,606  
Restricted cash and cash equivalents, noncurrent 614 614
Fair Value, Recurring | Fair Value, Inputs, Level 1    
Assets, Fair Value Disclosure [Abstract]    
Cash and cash equivalents   74,997
Debt securities, available-for-sale, current 238,658 246,127
Equity securities 1,281 648
Total current assets at fair value 288,545 321,772
Total non-current assets at fair value 614 614
Assets 289,159 322,386
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Money Market Funds    
Assets, Fair Value Disclosure [Abstract]    
Cash and cash equivalents 48,606  
Restricted cash and cash equivalents, noncurrent 614 614
Fair Value, Recurring | Fair Value, Inputs, Level 3    
Financial Liabilities Fair Value Disclosure [Abstract]    
Sponsor Earn-Out liabilities 1,880 4,166
Total liabilities at fair value $ 1,880 $ 4,166
v3.24.2
Basis of Presentation and Significant Accounting Policies - Fair Value - Transfers (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net [Abstract]        
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers, net $ 0 $ 0 $ 0 $ 0
v3.24.2
Partnerships - General Information (Details) - USD ($)
$ in Millions
 1 Months Ended
Nov. 30, 2023
Feb. 28, 2021
Jun. 30, 2024
Dec. 31, 2023
Original Equipment Manufacturing Partners        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Joint development agreements, period 2 years 6 months      
Director | GM Global Technology Operations LLC, Affiliate of General Motors Ventures LLC and General Motors Holdings LLC        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Joint development agreements, period   3 years    
Nonrelated Party        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Other receivables     $ 0.5 $ 5.1
v3.24.2
Partnerships - Credits to Research and Development (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Research and development (related party)   $ 2,537 $ 1,217 $ 4,307
Research and development (non-related party) $ 577 5,750 2,885 7,166
Total credits to research and development $ 577 $ 8,287 $ 4,102 $ 11,473
v3.24.2
Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]        
Cash $ 6,210 $ 10,674    
Money market funds 48,606 74,997    
Total cash and cash equivalents 54,816 85,671    
Restricted cash included in other assets $ 1,253 $ 1,295    
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position Other assets, non-current Other assets, non-current    
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows $ 56,069 $ 86,966 $ 52,755 $ 107,936
v3.24.2
Short-Term Investments - General Information (Details)
Jun. 30, 2024
Dec. 31, 2023
Minimum    
Debt Securities, Available-for-Sale [Abstract]    
Debt securities, available-for-sale, term 1 month 1 month
Maximum    
Debt Securities, Available-for-Sale [Abstract]    
Debt securities, available-for-sale, term 10 months 10 months
v3.24.2
Short-Term Investments - Tabular Disclosure (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract]    
Debt securities, available-for-sale, current $ 239,939 $ 246,775
Amortized cost 238,685 245,797
Gross unrealized gains 14 337
Gross unrealized losses (41) (7)
Fair value 238,658 246,127
US Treasury and Government    
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract]    
Amortized cost, current 238,685 245,797
Gross unrealized gains, current 14 337
Gross unrealized losses, current (41) (7)
Debt securities, available-for-sale, current $ 238,658 $ 246,127
v3.24.2
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Employee compensation and related costs $ 4,996 $ 7,022
Construction in process 1,458 3,182
Professional and consulting services 529 1,273
Income taxes payable 347 288
Other 1,791 1,356
Accrued expenses and other current liabilities $ 9,121 $ 13,121
v3.24.2
Government Grant (Details)
$ in Thousands, ₩ in Billions
 1 Months Ended
Dec. 31, 2020
Jun. 30, 2024
USD ($)
Jun. 30, 2024
KRW (₩)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
KRW (₩)
Government Assistance [Abstract]          
Government assistance, transaction duration 5 years        
Unearned government grant   $ 9,023 ₩ 12.0 $ 9,270 ₩ 12.0
v3.24.2
Sponsor Earn-Out Liabilities - General Information (Details)
Feb. 02, 2022
$ / shares
shares
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Sponsor Earn-Out Shares, shares issued (in shares) | shares 6,900,000
Common Class A  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Sponsor Earn-Out Shares, par value (in dollars per shares) $ 0.0001
Common Class B  
Derivative Instruments and Hedging Activities Disclosures [Line Items]  
Sponsor Earn-Out Shares, par value (in dollars per shares) $ 0.0001
v3.24.2
Sponsor Earn-Out Liabilities - Transfer Restrictions and Forfeiture Terms (Details)
$ / shares in Units, $ in Thousands
Feb. 02, 2022
D
$ / shares
Jun. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Sponsor Earn-Out Shares, transfer restrictions, Tranche 1, percentage of total shares (as a percent) 20.00%    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 1, term from closing 180 days    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, percentage of total shares (as a percent) 20.00%    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed (in dollars per share) | $ / shares $ 12.00    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed, trading days (in days) 20    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed, trading day period (in days) 30    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, term from closing 150 days    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, percentage of total shares (as a percent) 20.00%    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed (in dollars per share) | $ / shares $ 14.00    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed, trading days (in days) 20    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed, trading days (in days) 30    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, term from closing 150 days    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, percentage of total shares (as a percent) 20.00%    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed (in dollars per share) | $ / shares $ 16.00    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed, trading days (in days) 20    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed, trading days (in days) 30    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, term from closing 150 days    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, percentage of total shares (as a percent) 20.00%    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed (in dollars per share) | $ / shares $ 18.00    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed, trading days (in days) 20    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed, trading days (in days) 30    
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, term from closing 150 days    
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, minimum share price to exceed (in dollars per share) | $ / shares $ 18.00    
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, percentage of shares (as a percent) 100.00%    
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, pro rata, maximum share price not to exceed (in dollars per share) | $ / shares $ 18.00    
Fair Value, Recurring      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Sponsor Earn-Out liabilities | $   $ 1,880 $ 4,166
Fair Value, Inputs, Level 3 | Fair Value, Recurring      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Sponsor Earn-Out liabilities | $   $ 1,880 $ 4,166
v3.24.2
Sponsor Earn-Out Liabilities - Reconciliation (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning Balance $ 4,166 $ 10,961
Change in fair value (2,286) (3,495)
Ending Balance $ 1,880 $ 7,466
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income Gain on change in fair value of Sponsor Earn-Out liabilities Gain on change in fair value of Sponsor Earn-Out liabilities
v3.24.2
Sponsor Earn-Out Liabilities - Key Inputs (Details)
 6 Months Ended 12 Months Ended
Jun. 30, 2024
$ / shares
Y
Dec. 31, 2023
$ / shares
Y
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative Liability, Valuation Technique us-gaap:ValuationTechniqueOptionPricingModelMember us-gaap:ValuationTechniqueOptionPricingModelMember
Sponsor earn-out liability, price volatility, weighted-average, low end of range (as a percent) 76.30% 83.80%
Sponsor earn-out liability, price volatility, weighted-average, high end of range (as a percent) 88.30% 96.20%
Measurement Input, Expected Term    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input | Y 3.1 3.1
Measurement Input, Risk Free Interest Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input 0.0441 0.0404
Measurement Input, Price Volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input 0.850 0.910
Measurement Input, Expected Dividend Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input 0 0
Measurement Input, Share Price    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Sponsor earn-out liability, measurement input | $ / shares 1.25 1.83
v3.24.2
Commitments and Contingencies (Details)
$ in Millions
Jun. 30, 2024
USD ($)
Strategic Automotive Original Equipment Manufacturer Partner  
Other Commitments [Line Items]  
Joint development agreements, expenditures related to engineering efforts and purchases of related equipment, maximum $ 27.5
v3.24.2
Stock-Based Compensation - Stock-based Compensation Expense - Statement of Operations (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Stock-Based Compensation        
Compensation expense $ 4,802 $ 7,325 $ 9,586 $ 13,787
Research and Development Expense        
Stock-Based Compensation        
Compensation expense 1,616 2,213 3,067 4,060
General and Administrative Expense        
Stock-Based Compensation        
Compensation expense $ 3,186 $ 5,112 $ 6,519 $ 9,727
v3.24.2
Stock-Based Compensation - Stock-based Compensation Expense - Award Type (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Stock-Based Compensation        
Compensation expense $ 4,802 $ 7,325 $ 9,586 $ 13,787
Earn-out Restricted Shares        
Stock-Based Compensation        
Compensation expense   2,166   4,301
Restricted Stock Units (RSUs)        
Stock-Based Compensation        
Compensation expense 3,604 2,723 6,689 4,684
Performance Stock Units        
Stock-Based Compensation        
Compensation expense 700 1,406 1,632 2,732
Restricted Stock Awards        
Stock-Based Compensation        
Compensation expense 487 926 978 1,856
Employee Stock Option        
Stock-Based Compensation        
Compensation expense $ 11 $ 104 $ 287 $ 214
v3.24.2
Income Taxes - Effective Tax Rate (Details)
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Effective Income Tax Rate Reconciliation, Percent [Abstract]          
Effective tax rate (as a percent) (0.40%) (2.00%) (0.80%) (1.40%)  
Statutory federal income tax rate (as a percent)     21.00%   21.00%
v3.24.2
Net Loss Per Share - Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]            
Net loss $ (19,897) $ (15,557) $ (12,948) $ (16,226) $ (35,454) $ (29,174)
Net loss attributable to common stockholders - basic (19,897)   (12,948)   (35,454) (29,174)
Net loss attributable to common stockholders - diluted $ (19,897)   $ (12,948)   $ (35,454) $ (29,174)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]            
Weighted-average shares of common stock outstanding, basic (in shares) 320,833,854   314,578,498   319,812,287 314,003,663
Weighted-average shares of common stock outstanding, diluted (in shares) 320,833,854   314,578,498   319,812,287 314,003,663
Earnings Per Share, Diluted [Abstract]            
Net loss per share attributable to common stockholders - basic (in dollars per share) $ (0.06)   $ (0.04)   $ (0.11) $ (0.09)
Net loss per share attributable to common stockholders - diluted (in dollars per share) $ (0.06)   $ (0.04)   $ (0.11) $ (0.09)
v3.24.2
Net Loss Per Share - Potentially Dilutive Securities (Details) - shares
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 81,191,603 77,934,235
Escrowed Earn-out Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 27,690,978 27,690,978
Employee Stock Option    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 11,634,356 17,717,487
Common Stock Warrants, Public Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 9,199,947 9,199,947
Sponsor Earn-Out Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 5,520,000 5,520,000
Common Stock Warrants, Private Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 5,013,333 5,013,333
Restricted Stock Units (RSUs)    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 14,687,464 6,205,703
Performance Stock Units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 6,159,793 3,748,742
Earn-out Restricted Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 831,171 1,928,903
Restricted Stock Awards    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 454,561 909,142
v3.24.2
Related-Party Transactions (Details)
Jun. 30, 2024
Dec. 31, 2023
Director | General Motors | Minimum    
Related Party Transaction [Line Items]    
Fully diluted voting interest (as a percent) 5.00% 5.00%