ARCHER AVIATION INC., 10-K filed on 3/15/2023
Annual Report
v3.22.4
Cover - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Mar. 03, 2023
Jun. 30, 2022
Entity Information [Line Items]      
Document Type 10-K    
Document Quarterly Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2022    
Document Transition Report false    
Entity File Number 001-39668    
Entity Registrant Name Archer Aviation Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 85-2730902    
Entity Address, Address Line One 190 West Tasman Drive    
Entity Address, City or Town San Jose    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 95134    
City Area Code 650    
Local Phone Number 272-3233    
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 true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Public Float     $ 442.4
Documents Incorporated by Reference Information required in responses to Part III of this Annual Report on Form 10-K (the “Annual Report”) is hereby incorporated by reference to portions of the Registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2023 Annual Meeting of Stockholders. The Proxy Statement will be filed by the Registrant with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2022.    
Entity Central Index Key 0001824502    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Amendment Flag false    
Common Class A      
Entity Information [Line Items]      
Title of 12(b) Security Class A common stock, par value $0.0001 per share    
Trading Symbol ACHR    
Security Exchange Name NYSE    
Entity Common Stock, Shares Outstanding   184,707,029  
Warrants      
Entity Information [Line Items]      
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share    
Trading Symbol ACHR WS    
Security Exchange Name NYSE    
Common Class B      
Entity Information [Line Items]      
Entity Common Stock, Shares Outstanding   62,654,782  
v3.22.4
Audit Information
 12 Months Ended
Dec. 31, 2022
Audit Information [Abstract]  
Auditor Name PricewaterhouseCoopers LLP
Auditor Firm ID 238
Auditor Location Irvine, California
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Current assets    
Cash and cash equivalents $ 69.4 $ 746.6
Restricted cash 2.9 0.3
Short-Term Investments: 461.8 0.0
Prepaid expenses 9.8 7.6
Other current assets 1.6 0.3
Total current assets 545.5 754.8
Property and equipment, net 11.5 5.9
Intangible assets, net 0.4 0.5
Right-of-use assets 11.9 4.5
Other long-term assets 4.5 2.7
Total assets 573.8 768.4
Current liabilities    
Accounts payable 3.6 3.4
Current portion of lease liabilities 3.7 3.1
Current portion of notes payable 9.3 9.5
Accrued expenses and other current liabilities 36.7 12.3
Total current liabilities 53.3 28.3
Notes payable, net of current portion 0.0 9.3
Lease liabilities, net of current portion 9.2 1.2
Warrant liabilities 7.0 30.3
Other long-term liabilities 11.0 0.4
Total liabilities 80.5 69.5
Commitments and contingencies
Stockholders’ equity    
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and 2021 0.0 0.0
Additional paid-in capital 1,185.0 1,072.5
Accumulated deficit (690.9) (373.6)
Accumulated other comprehensive loss (0.8) 0.0
Total stockholders’ equity 493.3 698.9
Total liabilities and stockholders’ equity 573.8 768.4
Common Class A    
Stockholders’ equity    
Common stock, value, issued 0.0 0.0
Common Class B    
Stockholders’ equity    
Common stock, value, issued $ 0.0 $ 0.0
v3.22.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, authorized (in shares) 10,000,000 10,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Common Class A    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 700,000,000 700,000,000
Common stock, issued (in shares) 177,900,738 162,789,591
Common stock, outstanding (in shares) 177,900,738 162,789,591
Common Class B    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 300,000,000 300,000,000
Common stock, issued (in shares) 63,738,197 74,937,945
Common stock, outstanding (in shares) 63,738,197 74,937,945
v3.22.4
Consolidated Statements of Operations - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Operating expenses    
Research and development $ 171.5 $ 64.3
General and administrative 165.1 176.7
Other warrant expense 10.8 117.3
Total operating expenses 347.4 358.3
Loss from operations (347.4) (358.3)
Gain on forgiveness of PPP loan 0.0 0.9
Other income, net 27.8 10.6
Interest income (expense), net 2.3 (1.0)
Loss before income taxes (317.3) (347.8)
Net loss $ (317.3) $ (347.8)
Net loss per share, basic (in dollars per share) $ (1.32) $ (3.14)
Net loss per share, diluted (in dollars per share) $ (1.32) $ (3.14)
Weighted-average common shares, basic (in shares) 240,476,894 110,836,238
Weighted-average common shares, diluted (in shares) 240,476,894 110,836,238
v3.22.4
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]    
Net loss $ (317.3) $ (347.8)
Other comprehensive loss:    
Unrealized loss on available-for-sale securities, net of tax (0.8) 0.0
Comprehensive loss $ (318.1) $ (347.8)
v3.22.4
Consolidated Statements of Stockholders’ Equity - USD ($)
$ in Millions
Total
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Common Class A
Common Stock
Common Class B
Common Stock
Beginning balance (in shares) at Dec. 31, 2020         49,828,517 66,714,287
Beginning balance at Dec. 31, 2020 $ 35.9 $ 61.7 $ (25.8) $ 0.0 $ 0.0 $ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Conversion of Class B common stock to Class A common stock (in shares)         5,337,446 (5,337,446)
Conversion of Class B common stock to Class A common stock 0.0          
Issuance of restricted stock and restricted stock expense (in shares)         20,833 10,004,612
Issuance of restricted stock and restricted stock expense 118.1 118.1        
Exercise of stock options (in shares)         859,544 3,556,492
Exercise of stock options 0.5 0.5        
Issuance of warrants and warrant expense 124.3 124.3        
Exercise of warrants (in shares)         8,845,058  
Exercise of warrants 0.1 0.1        
Stock-based compensation 5.5 5.5        
Issuance of Class A common stock pursuant to the Business Combination Agreement (in shares)         36,385,693  
Issuance of Class A common stock pursuant to the Business Combination Agreement 162.3 162.3        
PIPE financing (in shares)         61,512,500  
PIPE financing 600.0 600.0        
Net loss (347.8)   (347.8)      
Ending balance (in shares) at Dec. 31, 2021         162,789,591 74,937,945
Ending balance at Dec. 31, 2021 698.9 1,072.5 (373.6) 0.0 $ 0.0 $ 0.0
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Conversion of Class B common stock to Class A common stock (in shares)         8,406,170 (8,406,170)
Conversion of Class B common stock to Class A common stock 0.0          
Issuance of restricted stock and restricted stock expense (in shares)         5,269,553 0
Issuance of restricted stock and restricted stock expense 71.3 71.3        
Exercise of stock options (in shares)         1,435,424 2,208,728
Exercise of stock options 0.4 0.4        
Issuance of warrants and warrant expense 14.1 14.1        
Cancellation of Class B common stock (Note 10) (in shares)           (5,002,306)
Stock-based compensation 26.7 26.7        
Net loss (317.3)   (317.3)      
Other comprehensive loss (0.8)   0.0 (0.8)    
Ending balance (in shares) at Dec. 31, 2022         177,900,738 63,738,197
Ending balance at Dec. 31, 2022 $ 493.3 $ 1,185.0 $ (690.9) $ (0.8) $ 0.0 $ 0.0
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities    
Net loss $ (317.3) $ (347.8)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation, amortization and other 4.4 1.3
Debt discount and issuance cost amortization 0.5 0.2
Stock-based compensation 102.8 123.6
Change in fair value of warrant liabilities and other warrant costs (22.9) (10.4)
Non-cash lease expense 4.6 1.7
Research and development warrant expense 2.9 7.0
Other warrant expense 10.8 117.3
Interest income on short-term investments (0.5) 0.0
Accretion and amortization income of short-term investments (4.9) 0.0
Gain on forgiveness of PPP loan 0.0 (0.9)
Changes in operating assets and liabilities:    
Prepaid expenses (2.2) (6.8)
Other current assets (1.2) (0.3)
Other long-term assets 0.4 (2.7)
Accounts payable (0.1) (0.8)
Accrued expenses and other current liabilities 15.6 12.1
Operating lease right-of-use assets and lease liabilities, net (3.4) (1.9)
Other long-term liabilities 10.1 0.0
Net cash used in operating activities (200.4) (108.4)
Cash flows from investing activities    
Purchase of short-term investments (487.4) 0.0
Proceeds from maturities of short-term investments 30.0 0.0
Purchase of property and equipment (6.9) (3.5)
Net cash used in investing activities (464.3) (3.5)
Cash flows from financing activities    
Proceeds from issuance of debt 0.0 20.0
Repayment of debt (10.0) 0.0
Proceeds from PIPE financing 0.0 600.0
Recapitalization transaction 0.0 257.6
Recapitalization transaction costs 0.0 (55.8)
Proceeds from exercise of stock options 0.1 0.5
Proceeds from exercise of stock warrants 0.0 0.1
Payment of debt issuance costs 0.0 (0.2)
Net cash (used in) provided by financing activities (9.9) 822.2
Net (decrease) increase in cash, cash equivalents, and restricted cash (674.6) 710.3
Cash, cash equivalents, and restricted cash, beginning of period 746.9 36.6
Cash, cash equivalents, and restricted cash, end of period 72.3 746.9
Supplemental Cash Flow Information:    
Cash paid for interest 1.5 0.7
Non-cash investing and financing activities:    
Purchases of property and equipment included in accounts payable and accrued expenses 3.1 2.1
Allocation of debt proceeds to stock warrants 0.0 1.2
Conversion of convertible preferred stock to common stock in connection with the reverse recapitalization 0.0 61.5
PIPE financing issuance costs settled with the issuance of Class A common stock 0.0 7.0
Recapitalization transaction costs settled with the issuance of Class A common stock $ 0.0 $ 8.1
v3.22.4
Organization and Nature of Business
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Business Organization and Nature of Business
Organization and Nature of Business

Archer Aviation Inc. (the “Company” “we,” “us” or “our”), a Delaware corporation, with its headquarters located in San Jose, California, is an aerospace company. The Company is designing and developing electric vertical takeoff and landing (“eVTOL”) aircraft for use in urban air mobility (“UAM”) networks. The Company’s mission is to unlock the skies, freeing everyone to reimagine how they move and spend time.
The Company’s Planned Lines of Business

Upon receipt of all necessary Federal Aviation Administration (“FAA”) certifications and any other government approvals necessary for the Company to manufacture and operate its aircraft, the Company intends to operate two complementary lines of business. The Company’s core focus is direct-to-consumer offerings (“Archer UAM”) with its secondary focus being business-to-business offerings (“Archer Direct”).

Archer UAM

The Company plans to operate its own UAM ecosystem initially in select major U.S. cities. The Company’s UAM ecosystem will operate using its eVTOL aircraft which is currently in development.

Archer Direct

The Company also plans to selectively sell a certain amount of its eVTOL aircraft to third parties.

Business Combination

On September 16, 2021 (the “Closing Date”), Archer Aviation, Inc., a Delaware corporation (prior to the closing of the Business Combination (as defined below), “Legacy Archer”), Atlas Crest Investment Corp., a Delaware corporation (“Atlas”), and Artemis Acquisition Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Atlas (“Merger Sub”), consummated the closing of the transactions contemplated by the Business Combination Agreement, dated February 10, 2021, as amended and restated on July 29, 2021, by and among Atlas, Legacy Archer and Merger Sub (the “Business Combination Agreement”), following approval at a special meeting of the stockholders of Atlas held on September 14, 2021 (the “Special Meeting”). Unless otherwise specified or unless the context otherwise requires, references in these notes to Legacy Archer refer to Archer prior to the Business Combination and references in these notes to “New Archer” refer to Archer following the Business Combination.
Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Archer and Atlas was effected by the merger of Merger Sub with and into Legacy Archer, with Legacy Archer surviving the merger (the “Surviving Entity”) as a wholly-owned subsidiary of Atlas (the “Merger,” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). Following the consummation of the Merger on the Closing Date, the Surviving Entity changed its name from Archer Aviation, Inc. to Archer Aviation Operating Corp., and Atlas changed its name from Atlas Crest Investment Corp. to Archer Aviation Inc. and it became the successor registrant with the U.S. Securities and Exchange Commission (the “SEC”). Prior to the closing of the Business Combination, the Class A common stock and public warrants of Atlas were listed on the New York Stock Exchange (“NYSE”) under the symbols “ACIC” and “ACIC WS,” respectively. New Archer Class A common stock and public warrants are currently listed on the NYSE under the symbols “ACHR” and “ACHR WS,” respectively.
The financial statements included in this report reflect (i) the historical operating results of Legacy Archer prior to the Business Combination; (ii) the combined results of Atlas and Legacy Archer following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Archer at their historical cost; and (iv) the Company’s equity structure for all periods presented.
v3.22.4
Liquidity and Going Concern
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Liquidity and Going Concern Liquidity and Going Concern
Since the Company’s formation, the Company has devoted substantial effort and capital resources to the design and development of its planned eVTOL aircraft and UAM network. Funding of these activities has primarily been through the net proceeds received from the issuance of related and third-party debt (Note 7), and the sale of preferred and common stock to related and third parties (Note 9). Through December 31, 2022, the Company has incurred cumulative losses from operations and negative cash flows from operating activities and has an accumulated deficit of $690.9 million. Following the closing of the Business Combination on the Closing Date, the Company received net cash proceeds of $801.8 million. As of December 31, 2022, the Company had cash and cash equivalents of $69.4 million and short-term investments in marketable securities of $461.8 million, which management believes will be sufficient to fund the Company’s current operating plan for at least the next 12 months from the date these consolidated financial statements were issued.
There can be no assurance that the Company will be successful in achieving its business plans, that the Company’s current capital will be sufficient to support its ongoing business plans, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If the Company’s business plans require it to raise additional capital, but the Company is unable to do so, it may be required to alter, or scale back its aircraft design, development and certification programs, as well as its manufacturing capabilities, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve the Company’s intended business plans.
v3.22.4
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP and include the accounts of the Company.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.
On an ongoing basis, management evaluates its estimates, including those related to the: (i) realization of deferred tax assets and estimates of tax liabilities, (ii) fair value of debt, (iii) fair value of share-based payments, (iv) valuation of leased assets and liabilities, and (v) estimated useful lives of long-lived assets. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Such estimates often require the selection of appropriate valuation methodologies and models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Given the global economic climate and unpredictable nature and unknown duration of the ongoing COVID-19 pandemic, estimates are subject to additional volatility.

Retroactive Application of Reverse Recapitalization

As discussed in Note 4, Reverse Recapitalization and Related Transactions, the Business Combination was accounted for as a reverse recapitalization of equity structure. Pursuant to U.S. GAAP, the Company retrospectively recast its weighted-average outstanding shares within the Company’s consolidated statement of operations for the year ended December 31, 2021. As part of the closing, all of Legacy Archer’s issued Series Seed redeemable convertible preferred stock and Series A redeemable convertible preferred stock were converted into Legacy Archer common stock, which were converted again, along with all other issued and outstanding common stock of Legacy Archer, into New Archer Class A common stock and New Archer Class B common stock. The basic and diluted weighted-average Legacy Archer common stock were retroactively converted to New Archer Class A common stock and New Archer Class B common stock to conform to the recast in the consolidated statements of stockholders’ equity.
Cash and Cash Equivalents
Cash consists of cash on deposit with financial institutions. Cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. Cash and cash equivalent balances were $69.4 million and $746.6 million as of December 31, 2022 and 2021, respectively, of which money market funds were $4.4 million and $0.3 million as of December 31, 2022 and 2021, respectively.

Restricted cash consists of cash held as security for the Company’s standby letters of credit to support three of the Company’s leased properties. Refer to Note 8 - Commitments and Contingencies for further details.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that sum to amounts reported on the consolidated statements of cash flows (in millions):
December 31,
2022		December 31,
2021
Cash and cash equivalents$69.4 $746.6 
Restricted cash2.9 0.3 
Total cash, cash equivalents, and restricted cash$72.3 $746.9 
Short-Term Investments
The Company has short-term investments in marketable securities with original maturities of less than one year, including U.S. Treasury securities, corporate debt securities and commercial paper. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. These marketable securities are carried at fair value, and unrealized gains and losses are recorded in other comprehensive loss in the consolidated condensed statements of comprehensive loss, which is reflected as a component of stockholders’ equity. These marketable securities are assessed as to whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis. Realized gains and losses from the sale of marketable securities and from declines in value deemed to be other than temporary are determined based on the specific identification method and recognized in other income, net in the consolidated condensed statements of operations.
Fair Value Measurements
The Company applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, which defines a single authoritative definition of fair value, sets out a framework for measuring fair value, and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
The carrying amounts of the Company’s cash, accounts payable, accrued compensation, and accrued liabilities approximate fair value due to the short-term nature of these instruments.
The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in millions):

As of December 31, 2022
DescriptionLevel 1Level 2Level 3Total
Assets:
Cash Equivalents:
Money market funds$4.4 $— $— $4.4 
Short-Term Investments:
U.S. Treasury securities$316.6 $— $— $316.6 
Corporate debt securities$— $20.1 $— $20.1 
Commercial paper$— $125.1 $— $125.1 
Liabilities:
Warrant Liability – Public Warrants$4.5 $— $— $4.5 
Warrant Liability – Private Placement Warrants$— $— $2.5 $2.5 

As of December 31, 2021
DescriptionLevel 1Level 2Level 3Total
Assets:
Money market funds$0.3 $— $— $0.3 
Liabilities:
Warrant Liability – Public Warrants$20.2 $— $— $20.2 
Warrant Liability – Private Placement Warrants$— $— $10.1 $10.1 

Cash Equivalents

The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. The Company classifies its money market funds as Level 1, because they are valued based on quoted market prices in active markets.

Short-Term Investments

The Company’s short-term investments consist of high quality, investment grade marketable securities and are classified as available-for-sale. The Company classifies its investments in U.S. Treasury securities as Level 1, because they are valued using quoted market prices in active markets. The Company classifies its investments in corporate debt securities and commercial paper as Level 2, because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.
The following table presents a summary of the Company’s cash equivalents and short-term investments as of December 31, 2022 (in millions):

As of December 31, 2022
DescriptionAmortized CostUnrealized GainsUnrealized LossesFair Value
Cash Equivalents:
Money market funds$4.4 $— $— $4.4 
Short-Term Investments:
U.S. Treasury securities317.4 — (0.8)316.6 
Corporate debt securities20.1 — — 20.1 
Commercial paper125.1 — — 125.1 
Total$467.0 $— $(0.8)$466.2 

The unrealized losses related to the Company’s short-term investments were primarily due to changes in interest rates and not due to increased credit risk or other valuation concerns. The Company had no other-than-temporary impairments for the year ended December 31, 2022.
Public Warrants

The measurement of the public warrants as of December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ACHR WS. The quoted price of the public warrants was $0.26 per warrant as of December 31, 2022.
Private Placement Warrants
The Company utilizes a Monte Carlo simulation model for the private placement warrants at each reporting period, with changes in fair value recognized in the consolidated statements of operations. The estimated fair value of the private placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model and Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield.
The key inputs into the Monte Carlo simulation model for the private placement warrants are as follows:
InputDecember 31,
2022		December 31,
2021
Stock price$1.87 $6.04 
Strike price$11.50 $11.50 
Dividend yield0.00 %0.00 %
Term (in years)3.714.71
Volatility75.0 %45.3 %
Risk-free rate4.14 %1.22 %

The following table presents the change in fair value of the Company’s Level 3 private placement warrants during the years ended December 31, 2022 and 2021:

Balance as of December 31, 2020$— 
Addition of private placement warrants13.0 
Change in fair value(2.9)
Balance as of December 31, 202110.1 
Change in fair value(7.6)
Balance as of December 31, 2022$2.5 
The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $23.3 million and $10.4 million within other income, net in the consolidated statements of operations during the years ended December 31, 2022 and 2021, respectively. Refer to Note 13 for additional information about the public and private placement warrants.
Financial Instruments Not Recorded at Fair Value on a Recurring Basis
Certain financial instruments, including debt, are not measured at fair value on a recurring basis in the balance sheets. The fair value of debt as of December 31, 2022 approximates its carrying value (Level 2). Refer to Note 7 for additional information.
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis
Certain assets and liabilities are subject to measurement at fair value on a non-recurring basis if there are indicators of impairment or if they are deemed to be impaired as a result of an impairment review.
Intangible Assets, Net
Intangible assets consist solely of domain names and are recorded at cost, net of accumulated amortization, and if applicable, impairment charges. Amortization of domain names is provided over a 15-year estimated useful life on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has analyzed a variety of factors in light of the known impact to date of the ongoing COVID-19 pandemic on the Company’s business to determine if any circumstance could trigger an impairment loss, and, at this time and based on the information presently known, does not believe that it is more likely than not that an impairment loss has been incurred.
As of December 31, 2022 and 2021, the net carrying amounts for domain names were $0.4 million and $0.5 million recorded in the Company’s consolidated balance sheets, respectively.
Property and Equipment, Net
Property and equipment are stated at historical cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation is removed from the accounts, and any difference between the selling price and net carrying amount is recorded as a gain or loss in the consolidated statements of operations.
Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Useful Life
(In years)
Furniture, fixtures, and equipment5
Computer hardware3
Computer software3
Website design2
Leasehold improvements
Shorter of lease term or the asset standard life
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being or intended to be used, a significant adverse change
in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets including any cash flows upon their eventual disposition to their carrying value. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. The Company did not identify any events or changes in circumstances that would indicate that the Company’s long-lived assets may be impaired and therefore determined there was no impairment of long-lived assets during all periods presented.

Cloud Computing Arrangements

The Company capitalizes certain implementation costs incurred in the application development stage of projects related to its cloud computing arrangements that are service contracts. Capitalized implementation costs are recognized in other long-term assets in the consolidated balance sheets and amortized on a straight-line basis over the fixed, noncancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. As of December 31, 2022, the Company recognized $3.7 million of capitalized cloud computing implementation costs.
Operating Expenses
Research and Development
Research and development (“R&D”) costs are expensed as incurred and are primarily comprised of personnel-related costs including salaries, bonuses, benefits, and stock-based compensation for employees focused on R&D activities, costs associated with building prototype aircraft, other related costs, depreciation, and an allocation of general overhead. R&D efforts focus on the design and development of the Company’s eVTOL aircraft, including certain of the systems that are used in it.
General and Administrative
General and administrative expenses are primarily comprised of personnel-related costs including salaries, bonuses, benefits, and stock-based compensation for employees associated with the Company’s administrative services such as finance, legal, human resources, and information technology, other related costs, depreciation, and an allocation of general overhead. General and administrative expenses include $64.9 million and $118.1 million of expense related to the restricted stock units granted to the Company’s founders pursuant to the terms and conditions of the Business Combination Agreement immediately prior to closing (the “Founder Grants”), for the years ended December 31, 2022 and 2021. Refer to Note 10 - Stock-Based Compensation for additional information.
Other Warrant Expense
Other warrant expense consists entirely of non-cash expense related to the warrants issued in conjunction with the execution of the purchase agreement (“United Purchase Agreement”), collaboration agreement (“United Collaboration Agreement”), and warrant agreement (“United Warrant Agreement”) with United Airlines Inc. (“United”). Refer to Note 10 - Stock-Based Compensation for additional information.
Stock-Based Compensation
The Company’s stock-based compensation awards consist of options granted to employees and non-employees and restricted stock units granted to employees, directors, and non-employees that convert into shares of the Company’s Class A common stock upon vesting. The Company recognizes stock-based compensation expense in accordance with the provisions of ASC 718, Compensation - Stock Compensation. ASC 718 requires the measurement and recognition of compensation expense for all stock-based compensation awards made to employees, directors, and non-employees to be based on the grant date fair values of the awards.
The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. The value of the award is recognized as expense over the requisite service period on a straight-line basis.
Determining the grant date fair value of the awards using the Black-Scholes option-pricing model requires management to make assumptions and judgments, including but not limited to the following:
Expected term — The estimate of the expected term of employee awards is determined in accordance with the simplified method, which estimates the term based on an averaging of the vesting period and contractual term of the option grant. The Company uses the contractual term for non-employee awards.
Expected volatility — Since the Company does not have sufficient historical data on the volatility of its common stock, the expected volatility used is based on the volatility of similar entities (referred to as “guideline companies”) for a period consistent with the expected term of the award.
Risk-free interest rate — The risk-free interest rate used to value awards is based on the United States Treasury yield in effect at the time of grant for a period consistent with the expected term of the award.
Dividend yield — The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future.
Forfeiture rate — The Company has elected to account for forfeitures as they occur and will record stock-based compensation expense assuming all option holders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, the Company will reverse stock-based compensation expense previously recognized in the period the award is forfeited.
The Company has not issued any stock options since the closing of the Business Combination.
Fair value of common stock
The Company’s board of directors grants stock options with exercise prices equal to the fair value of the Company’s common stock on the date of grant.
Prior to the closing of the Business Combination, the Company determined the fair value of its common stock at the time of the grant of stock options in accordance with the American Institute of Certified Public Accountants (“AICPA”) Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Aid”). The Company determined the fair value of its common stock based on a variety of factors including, but not limited to (i) the results of contemporaneous independent third-party valuations of the Company’s common stock and the prices, rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; (ii) the lack of marketability of the Company’s common stock; (iii) actual operating and financial results; (iv) current business conditions and projections; (v) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions; and (vi) precedent transactions involving the Company’s shares.
As provided in the AICPA Practice Aid, there are several approaches for setting the value of an enterprise and various methodologies for allocating the value of an enterprise to its outstanding equity. The Company determined the fair value of equity awards using a combination of the market and income approach. Within the market approach, the guideline public company method was used, which employs the use of ratios developed from the market price of traded shares from publicly traded companies considered reasonably similar to the Company. Under the income approach, the enterprise value was estimated using the discounted cash flow method, which involves estimating the future cash flows of a business for a discrete period and discounting them to their present value. In allocating enterprise value to the Company’s outstanding equity, the Company applied a hybrid approach, which consisted of the option pricing method (“OPM”) and probability-weighted expected return method (“PWERM”). The OPM treats securities, including debt, common and preferred stock, as call options on the enterprise’s value, with exercise prices based on the securities’ respective liquidation preferences and conversion values. The PWERM estimates the fair market value of the common stock based on an analysis of future values for the enterprise assuming various exit scenarios, such as IPO, merger or sale, staying private, and liquidation. Since there was no active market for the Company’s common stock, the Company also applied a discount for lack of marketability for both OPM and PWERM scenarios.
In conducting the valuations, The Company considered all objective and subjective factors that the Company believed to be relevant in the valuation conducted, including management’s best estimate of the Company’s business condition, and prospects and operating performance at the valuation dates. There are significant judgments and estimates inherent in these valuations.
Since the closing of the Business Combination, the fair value of the Company’s common stock is based on the closing price of the Company’s Class A common stock, as quoted on the NYSE, on the date of grant.

Leases
The Company accounts for leases in accordance with ASC 842, Leases, and determines if an arrangement is a lease at its inception. Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments for a term similar to the lease term in a similar economic environment as the lease. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time.
Lease expense for leases is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. In addition, the Company has elected as an accounting policy, the practical expedient to not separate lease and non-lease components within a contract and instead treat it as a single lease component. Operating leases are included in ROU assets, current portion of lease liabilities, and lease liabilities, net of current portion in the Company’s consolidated balance sheets.
Income Taxes

The Company accounts for its income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the basis used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more-likely-than-not that the Company will not realize those tax assets through future operations. Significant judgment is applied when assessing the need for valuation allowances and includes the evaluation of historical income (loss) adjusted for the effects of non-recurring items. Areas of estimation include consideration of future taxable income. The Company has placed a full valuation allowance against its federal and state deferred tax assets since the recovery of the assets is uncertain. Should a change in circumstances lead to a change in judgment about the utilization of deferred tax assets in future years, the adjustment related to valuation allowances would be reported as an increase to income.
The Company utilizes the guidance in ASC 740-10, Income Taxes, to account for uncertain tax positions. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more-likely-than-not that the positions will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more-likely-than-not of being realized and effectively settled. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision.

Net Loss Per Share
Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. For all periods presented, the calculation of basic net loss per share excludes shares issued upon the early exercise of stock options where the vesting conditions have not been satisfied.
Because the Company reported net losses for all periods presented, diluted loss per share is the same as basic loss per share.
Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in basic net loss per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in diluted net loss per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period.
Because the Company reported net losses for all periods presented, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of net loss per share. The diluted net loss per common share were the same for Class A and Class B common shares because they are entitled to the same liquidation and dividend rights.
The following table presents the number of antidilutive shares excluded from the calculation of diluted net loss per share:
Year Ended December 31,
20222021
Options to purchase common stock5,335,974 9,444,221 
Unvested restricted stock units45,021,632 38,124,396 
Warrants30,558,565 32,519,357 
Shares issuable under the Employee Stock Purchase Plan (Note 10)
712,838 — 
Total81,629,009 80,087,974 
Segments
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as a single operating segment and one reportable segment, as the CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Given the Company’s pre-revenue operating stage, it currently has no concentration exposure to products, services, or customers.
Comprehensive Loss
Comprehensive loss includes all changes in equity during a period from nonowner sources. The Company’s comprehensive loss consists of its net loss and its unrealized gains or losses on available-for-sale securities.
Recently issued accounting pronouncements not yet adopted
In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt—Debt with Conversion and Other Options, for convertible instruments. The ASU updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. Further, the ASU made amendments to the Earnings Per Share (“EPS”) guidance in Topic 260, Earnings per share for convertible instruments, the most significant impact of which is requiring the use of the if-converted method for diluted EPS calculation, and no longer allowing the net share settlement method. The ASU also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. The ASU is effective for public business entities, excluding smaller reporting companies, for interim and annual periods beginning after December 15, 2021, with early adoption permitted. For all other entities, the amendments are effective for interim and annual periods beginning after December 15, 2023. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. The Company is currently evaluating the impact the adoption of this
standard will have on its financial statements and related disclosures.

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s financial statements.
v3.22.4
Reverse Recapitalization and Related Transactions
 12 Months Ended
Dec. 31, 2022
Reverse Recapitalization [Abstract]  
Reverse Recapitalization and Related Transactions Reverse Recapitalization and Related Transactions
Upon the consummation of the Business Combination on September 16, 2021, in accordance with the terms and conditions of the Business Combination Agreement, all issued and outstanding Legacy Archer common stock was converted into shares of common stock of New Archer at an exchange ratio of 1.00656519 (the “Exchange Ratio”). Additionally, upon closing the Business Combination, Legacy Archer received $257.6 million in cash proceeds released from Atlas’ trust account, after redemptions of $242.4 million. At the closing of the Business Combination, each non-redeemed outstanding share of Atlas Class A common stock was converted into one share of Class A common stock of New Archer.

Upon consummation of the Business Combination, the shares of Legacy Archer held by Legacy Archer stockholders converted into 124,735,762 shares of common stock of New Archer, including 54,987,838 shares of Class A common stock and 69,747,924 shares of Class B common stock.

While the legal acquirer in the Business Combination was Atlas, for accounting and financial reporting purposes under U.S. GAAP, Legacy Archer is the accounting acquirer and the Business Combination was accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy Archer in many respects. Under this method of accounting, Atlas was treated as the “acquired” company. Accordingly, the consolidated assets, liabilities, and results of operations of Legacy Archer became the historical financial statements of New Archer, and Atlas’ assets and liabilities were consolidated with Legacy Archer’s on the Closing Date. Operations prior to the Business Combination are presented as those of New Archer in reports subsequent to the Closing Date. The net assets of Atlas were recognized at their carrying value immediately prior to the closing of the Business Combination with no goodwill or other intangible assets recorded and were as follows, net of transaction costs (in millions):

Cash$201.8 
Warrant liability(39.5)
Net assets acquired$162.3 

The Company accounted for the Business Combination as a tax-free reorganization.

Additionally, as part of the recapitalization, 1,875,000 shares of Atlas Class A common stock held by Atlas Crest Investment LLC (the “Atlas Sponsor”) were exchanged with 1,875,000 shares of New Archer Class A common stock that will be subject to forfeiture if the vesting condition is not met over the three-year term following the Closing Date. The vesting condition states that these earn-out shares of New Archer Class A common stock will vest if the New Archer’s Class A common stock volume weighted-average price, as defined in the Amended and Restated Sponsor Letter Agreement, by and among Atlas Sponsor, Atlas, Legacy Archer, and the individuals named therein, is greater than or equal to $12.00 per share for any period of ten (10) trading days out of twenty (20) consecutive trading days.

The earn-out shares were recognized at fair value upon the closing of the Business Combination and classified in stockholders’ equity (with no net impact to APIC) since the earn-out shares were determined to be indexed to the Company’s own equity and meet the requirements for equity classification.

Pursuant to the terms of the Business Combination Agreement, all of the issued and outstanding series seed redeemable convertible preferred stock and series A redeemable convertible preferred stock converted into 64,884,120 shares of Legacy Archer common stock immediately prior to the Business Combination. Then, as of the closing of the Business Combination, all outstanding shares of Legacy Archer common stock converted into 124,735,762 shares of New Archer Class A and B common stock. Additionally, each of Legacy Archer options, RSUs, and warrants that were outstanding immediately prior to the closing of the Business Combination remained outstanding and converted into options, RSUs, and warrants for New Archer Class A and Class B common stock equal to the number of the Company’s common stock, subject to such options, RSUs, or warrants,
multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio, with the aggregate number of shares of New Archer Class A and B common stock issuable upon exercise of such options, RSUs, and warrants to be 60,260,483. Additionally, 10,004,612 of outstanding RSUs vested at the closing of the Business Combination into New Archer Class B common stock.

Substantially concurrently with the execution of the Business Combination Agreement, Atlas entered into Subscription Agreements (the “Subscription Agreements”) with certain investors in the PIPE Financing (the “Subscription Investors”). Pursuant to the Subscription Agreements, the Subscription Investors agreed to purchase, and Atlas agreed to sell to the Subscription Investors, an aggregate of 60,000,000 shares of New Archer Class A common stock for a purchase price of $10.00 per share, or an aggregate of $600.0 million in gross cash proceeds. Pursuant to the Subscription Agreements, Atlas granted certain registration rights to the Subscription Investors with respect to the shares issued and sold in the PIPE Financing. The closing of the PIPE Financing occurred immediately prior to the closing of the Business Combination. In conjunction with the PIPE Financing, 1,512,500 shares of New Archer Class A common stock were issued to satisfy certain fees related to the Business Combination and PIPE Financing.

The number of shares of common stock issued immediately following the consummation of the Business Combination were as follows:
Number of shares
Class A and B common stock outstanding on July 1, 202152,572,374
Common stock issued through option exercises between July 1, 2021 and September 16, 20214,738,344
Vesting of unvested shares between July 1, 2021 and September 16, 20212,540,925
Common stock outstanding prior to the Business Combination59,851,643
Conversion of preferred stock64,884,120
Common stock attributable to Atlas36,385,693
Adjustment related to reverse recapitalization*101,269,813
Restricted stock units vested at closing10,004,612
Common stock attributable to PIPE Financing61,512,500
Total shares of common stock as of closing of the Business Combination and related transactions as of September 16, 2021232,638,568

* The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) $162.3 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of Atlas, net of transaction costs and (ii) $61.5 million which represents the conversion of the convertible preferred stock into New Archer Class A and Class B common stock.

At the Closing Date, Legacy Archer had 56,390,023 outstanding options and RSUs under the 2019 Plan (as defined below) in addition to 13,112,602 outstanding warrants, which remained outstanding and converted into 70,265,095 options, RSUs, and warrants in New Archer Class A or B common stock, as derived by multiplying the number of Legacy Archer common stock subject to such option or warrant by the Exchange Ratio. In addition, of the RSUs outstanding immediately prior to the closing of the Business Combination, 10,004,612 vested at closing into New Archer Class B common stock. The options and warrants shall be exercised at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio.

Following the Business Combination, Atlas’ warrants to purchase 24,666,667 shares of New Archer Class A common stock, consisting of (i) 16,666,667 public warrants listed on the NYSE and (ii) 8,000,000 private warrants, each with an exercise price of $11.50 per share, remained outstanding.

As part of the closing, total direct and incremental transaction costs aggregated $81.8 million, of which $10.9 million was expensed as part of the Business Combination, $55.8 million was recorded to APIC as equity issuance costs, and the remaining $15.1 million was settled through the issuance of shares of New Archer Class A common stock.
v3.22.4
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net Property and Equipment, Net
Property and equipment, net, consisted of the following (in millions):
As of December 31,
20222021
Furniture, fixtures, and equipment$1.5 $2.8 
Computer hardware4.5 2.5 
Computer software0.7 0.5 
Website design0.7 0.5 
Leasehold improvements2.9 1.0 
Construction in progress4.8 — 
Total property and equipment15.1 7.3 
Less: Accumulated depreciation(3.6)(1.4)
Total property and equipment, net$11.5 $5.9 
Construction in progress includes costs incurred for leasehold improvements and other assets that have not yet been placed in service.
The following table presents depreciation expense included in each respective expense category in the consolidated statements of operations (in millions):
Year Ended December 31,
20222021
Research and development$2.3 $0.9 
General and administrative0.8 0.4 
Total depreciation expense$3.1 $1.3 
v3.22.4
Accrued Expenses and Other Current Liabilities
 12 Months Ended
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]  
Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in millions):
As of December 31,
20222021
Accrued professional fees$17.2 $6.9 
Accrued employee costs7.8 2.6 
Accrued parts and materials5.2 0.9 
Taxes payable0.3 0.6 
Accrued capital expenditures2.9 0.4 
Accrued cloud computing implementation costs2.0 — 
Accrued marketing fees0.2 0.3 
Other current liabilities1.1 0.6 
Total$36.7 $12.3 
v3.22.4
Notes Payable
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Notes Payable Notes Payable
Long-term notes payable consisted of the following (in millions):
As of December 31,
20222021
Silicon Valley Bank (“SVB”) Term Loans$10.0 $20.0 
Term Loans unamortized discount and loan issuance costs(0.7)(1.2)
Total debt, net of discount and loan issuance costs9.3 18.8 
Less current portion, net of discount and loan issuance costs(9.3)(9.5)
Total long-term notes payable, net of discount and loan issuance costs$— $9.3 

SVB Loan
On July 9, 2021, the Company, as the borrower, entered into a Loan and Security Agreement with SVB and SVB Innovation Credit Fund VIII, L.P. (“SVB Innovation”) as the lenders, and SVB as the collateral agent. The total principal amount of the loans is $20.0 million (the “Term Loans”), and all obligations due under the Term Loans are collateralized by all of the Company’s right, title, and interest in and to its specified personal property in favor of the collateral agent. The Term Loans include events of default and covenant provisions, whereby accelerated repayment may result if the Company were to default. The Term Loans are subject to a final payment fee which was determined to be zero as a result of the completion of the Business Combination prior to October 10, 2021 (the “Outside Date”). On January 1, 2022, the Company began repaying the Term Loans, which are payable in 24 equal monthly installments, including principal and interest. The interest rate on the loans is a floating rate per annum equal to the greater of (1) 8.5% and (2) the Prime Rate plus the Prime Rate Margin (each as defined in the Loan and Security Agreement), which increases by 2% per annum upon the occurrence of an event of default. For the years ended December 31, 2022 and 2021, the Company recognized interest expense of $1.5 million and $0.9 million, respectively.
Additionally, in conjunction with the issuance of the Term Loans, the Company issued 366,140 warrants to SVB and 366,140 warrants to SVB Innovation, totaling 732,280 warrants. The Company issued the warrants to the lenders as consideration for entering into the Term Loans, representing a loan issuance fee. Each warrant provides SVB and SVB Innovation with the right to purchase one share of the Company’s Class A common stock. The Company recorded the warrants as a liability at their fair value, which is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as a gain or loss in the Company’s consolidated statements of operations. See Note 13 - Liability Classified Warrants for further details. The initial offsetting entry to the warrant liability was a debt discount recorded to reflect the loan issuance fee. The Company estimated the fair value of the warrants at the issuance date to be $1.2 million using the probability-weighted fair value of the warrants under two scenarios, the Business Combination occurring prior to, or after, the Outside Date, with the first scenario of the Business Combination occurring prior to the Outside Date weighted at 95% and the second scenario of the Business Combination occurring after the Outside Date weighted at 5%. For the second scenario, the Company determined the fair value of the warrants using a Monte Carlo simulation approach. Determining the fair value of these warrants under this model requires subjective assumptions.
Upon the closing of the Business Combination, the SVB warrants became public warrants. The subsequent measurement of the SVB warrants as of December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ACHR WS. The quoted price of the public warrants was $0.26 as of December 31, 2022.
The Company also incurred issuance costs of $0.2 million. The discount and loan issuance costs will be amortized to interest expense over the commitment period of 30 months. During the years ended December 31, 2022 and 2021, the Company recognized interest expense of $0.5 million and $0.2 million related to the amortization of the discount and loan issuance costs, respectively. The unamortized balance of the discount and loan issuance costs was $0.7 million as of December 31, 2022.
The future scheduled principal maturities of notes payable as of December 31, 2022 are as follows (in millions):

2023$10.0 
$10.0 
v3.22.4
Commitment and Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Operating Leases
The Company leases office, lab, hangar, and storage facilities under various operating lease agreements with lease periods expiring between 2023 and 2030 and generally containing periodic rent increases and various renewal and termination options.

On January 14, 2022, the Company entered into a sublease agreement with Forescout Technologies, Inc. The sublease is for approximately 96,000 rentable square feet of building space in the building located at 190 West Tasman Drive, San Jose, California, which serves as the Company’s corporate headquarters. The term of the sublease commenced on February 26, 2022 and will expire on October 31, 2026, with no right to extend. The Company is also responsible for certain other costs under the sublease, such as certain build-out expenses, operating expenses, taxes, assessments, insurance, and utilities.

On March 9, 2022, the Company entered into a lease agreement with SIR Properties Trust. The lease is for approximately 68,000 rentable square feet of building space in the building located at 77 Rio Robles, San Jose, California. The Company intends that the premises will be used for lab space and a low rate initial production facility. The term of the lease commences 210 days after the landlord delivers possession of the premises to the Company, subject to certain demolition work being completed, and will expire 90 months thereafter, with an option for the Company to extend the term for one additional five-year period. The Company is also responsible for certain other costs under the lease, such as certain build-out expenses, operating expenses, taxes, assessments, insurance, and utilities. However, the Company is expected to receive a $6.0 million leasehold improvement allowance from the landlord that will be applied against certain of the Company’s build-out expenses. The Company took possession of the premises on October 8, 2022, and therefore the lease commenced in accordance with ASC 842.
The Company’s lease costs were as follows (in millions):
Year Ended December 31,
20222021
Operating lease cost$5.8 $2.1 
Short-term lease cost0.2 — 
Total lease cost$6.0 $2.1 
The Company’s weighted-average remaining lease term and discount rate as of December 31, 2022 and 2021 were as follows:
20222021
Weighted-average remaining lease term (in months)4616
Weighted-average discount rate13.78 %11.06 %
The minimum aggregate future obligations under the Company’s non-cancelable operating leases as of December 31, 2022 were as follows (in millions):
2023$4.9 
20245.3 
20254.9 
20264.5 
20272.1 
Thereafter6.7 
Total future lease payments28.4 
Less: leasehold improvement allowance(6.0)
Total net future lease payments22.4 
Less: imputed interest(9.5)
Present value of future lease payments$12.9 
Supplemental cash information and non-cash activities related to right-of-use assets and lease liabilities were as follows (in millions):
Year Ended December 31,
20222021
Operating cash outflows from operating leases$4.3 $1.9 
Operating lease liabilities from obtaining right-of-use assets11.7 3.6 
Letter of Credit
On September 15, 2020, in conjunction with the operating lease for the Company’s old headquarters, the Company entered into a standby letter of credit in the amount of $0.3 million in favor of the Company’s lessor, in lieu of paying cash to the lessor to satisfy the security deposit requirements of the leased property. The standby letter of credit expired on September 30, 2021. On June 24, 2021, the Company entered into a standby letter of credit for the same amount, which automatically renews annually through September 1, 2023.

On February 23, 2022, in conjunction with the sublease the Company entered into for its new corporate headquarters, the Company entered into a standby letter of credit in the amount of $1.5 million in favor of the lessor, to satisfy the security deposit or other obligations of the leased property. The standby letter of credit will be automatically reduced and renewed annually through February 1, 2026.

On March 31, 2022, in conjunction with the lease the Company entered into for its new lab space and low rate initial production facility, the Company entered into a standby letter of credit in the amount of $1.2 million in favor of the lessor, to satisfy the security deposit of the leased property. The standby letter of credit automatically renews annually through September 28, 2030.
Litigation
During the ordinary course of the business, the Company may be subject to legal proceedings, various claims, and litigation. Such proceedings can be costly, time consuming, and unpredictable, and therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our financial condition or results of operations.
Wisk Litigation
On April 6, 2021, Wisk Aero LLC (“Wisk”) brought a lawsuit against the Company in the United States District Court for the Northern District of California (the “District Court”) alleging misappropriation of trade secrets and patent infringement. The Company has filed certain counterclaims for defamation, tortious interference and unfair competition.
On May 19, 2021, Wisk filed a motion for preliminary injunction and expedited discovery. On June 23, 2021, the Company filed an opposition to the motion for preliminary injunction. On July 22, 2021, the District Court denied Wisk’s motion for preliminary injunction. On August 20, 2021, Wisk filed a notice of appeal of the District Court’s denial of the motion for preliminary injunction. On September 30, 2021, Wisk withdrew its notice of appeal of the District Court’s denial of the motion for preliminary injunction.
On January 19, 2022, the Company filed a motion for judgment on the pleadings to dismiss two of Wisk’s asserted patents as invalid, which the District Court granted on April 19, 2022. The District Court separately ordered Wisk to narrow its trade secret case to 10 of the 52 alleged trade secrets and its patent case to eight claims across all patents that remain in the case. Wisk has now narrowed its claims as ordered. The deadline for filing motions for summary judgment and motions to exclude expert evidence is March 19, 2023. The District Court is scheduled to hear oral argument on those motions on May 12, 2023. A trial on Wisk’s claims and the Company’s counterclaims is currently scheduled to begin on August 14, 2023.
On April 6, 2022, the Company brought a lawsuit against The Boeing Company (“Boeing”) in the Superior Court of California, County of Santa Clara (the “Superior Court”), asserting substantially the same claims set forth in the Company’s counterclaims against Wisk. On April 11, 2022, the Superior Court issued an order staying discovery and the responsive pleading deadline until after the case management conference set for August 2022. On September 6, 2022, the Superior Court entered an order approving the parties’ joint stipulation to stay the Company’s lawsuit against Boeing pending the resolution of the lawsuit between Wisk and the Company in the District Court.
The Company continues to strongly believe Wisk’s lawsuit is without merit. The Company will continue to vigorously defend itself against Wisk’s claims and pursue the Company’s counterclaims against Wisk and its claims against Boeing. Because the Company cannot yet predict the outcome of these proceedings or their potential impact on the Company and its business, the Company has concluded that a potential loss amount or a potential range of loss is not probable or reasonably estimable under ASC 450, Contingencies, and therefore has not accrued any amounts related to the award of damages or settlement of this matter with Wisk. Therefore, a negative result in these proceedings could have a material adverse effect on the Company’s financial position, liquidity, operations, and cash flows.
v3.22.4
Preferred and Common Stock
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Preferred and Common Stock Preferred and Common Stock
Amended and Restated Certificate of Incorporation
Upon the effectiveness of the Company’s amended and restated certificate of incorporation on September 16, 2021, the Company is authorized to issue up to 700,000,000 shares of Class A common stock, par value $0.0001 per share, 300,000,000 shares of Class B common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. There were 177,900,738 and 162,789,591 shares of Class A common stock issued and outstanding as of December 31, 2022 and 2021, respectively. There were 63,738,197 and 74,937,945 shares of Class B common stock issued and outstanding as of December 31, 2022 and 2021, respectively.

Preferred Stock
As of December 31, 2022, no shares of preferred stock were outstanding, and the Company has no present plans to issue any shares of preferred stock.
Pursuant to the terms of the Company’s amended and restated certificate of incorporation, shares of preferred stock may be issued from time to time in one or more series. The board of directors is authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management.
Class A and Class B Common Stock
Except for voting rights and conversion rights, or as otherwise required by applicable law, the shares of the Company’s Class A common stock and Class B common stock have the same powers, preferences, and rights and rank equally, share ratable and are identical in all respects as to all matters. The rights, privileges, and preferences are as follows:
Voting

Holders of the Company’s Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of Class B common stock are entitled to ten votes per share on all matters to be voted upon by the stockholders. The holders of Class A common stock and Class B common stock will generally vote together as a single class on all matters submitted to a vote of the stockholders, unless otherwise required by Delaware law or the Company’s amended and restated certificate of incorporation.
Dividends
Holders of Class A common stock and Class B common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefor. No dividends on common stock have been declared by the Company’s board of directors through December 31, 2022, and the Company does not expect to pay dividends in the foreseeable future.
Preemptive Rights
Stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to Class A common stock and Class B common stock.
Conversion
Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon transfer to a non-authorized holder. In addition, Class B common stock is subject to “sunset” provisions, under which all shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock upon the earliest to occur of (i) the ten-year anniversary of the closing of the Business Combination, (ii) the date specified by the holders of two-thirds of the then outstanding Class B common stock, voting as a separate class, and (iii) when the number of Class B common stock represents less than 10% of the aggregate number of Class A common stock and Class B common stock then outstanding. In addition, each share of Class B common stock will automatically convert into an equal number of Class A common stock upon the earliest to occur of (a) in the case of a founder of the Company, the date that is nine months following the death or incapacity of such founder, and, in the case of any other holder, the date of the death or incapacity of such holder, (b) in the case of a founder of the company, the date that is 12 months following the date that such founder ceases to provide services to the Company and its subsidiaries as an executive officer, employee or director of the Company, and, in the case of any other holder, immediately at the occurrence of any such event, and (c) in the case of a founder of the Company or any other holder, at least 80% (subject to customary capitalization adjustments) of the Class B common stock held by such founder (on a fully as converted/as exercised basis) as of immediately following the closing of the Business Combination having been transferred (subject to exceptions for certain permitted transfers).
During the years ended December 31, 2022 and 2021, 8,406,170 and 5,337,446 shares of Class B common stock were converted into Class A common stock, respectively.
Liquidation
In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of any preferred stock have been satisfied.
v3.22.4
Stock-Based Compensation​
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Amended and Restated 2021 Plan
In August 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was approved by the stockholders of the Company in September 2021 and became effective immediately upon the closing of the Business Combination. In April 2022, the Company amended and restated the 2021 Plan (the “Amended and Restated 2021 Plan”), which was approved by the stockholders of the Company in June 2022. The aggregate number of shares of Class A common stock that may be issued under the plan increased to 34,175,708. In addition, the number of shares of Class A common stock reserved for issuance under the Amended and Restated 2021 Plan will automatically increase on January 1st of each year, starting on January 1, 2023 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (1) 5.0% of the total number of shares of Class A common stock outstanding on December 31 of the preceding year, or (2) a lesser number of Class A common stock determined by the board of directors prior to the date of the increase. The Amended and Restated 2021 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, and other awards to employees, directors, and non-employees.
In connection with the adoption of the 2021 Plan, the Company ceased issuing awards under its 2019 Equity Incentive Plan (the “2019 Plan”). Following the closing of the Business Combination, the Company assumed the outstanding stock options under the 2019 Plan and converted such stock options into options to purchase the Company’s common stock. Such stock options will continue to be governed by the terms of the 2019 Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire.

Employee Stock Purchase Plan

In August 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately upon the closing of the Business Combination. The ESPP permits eligible employees to purchase shares of Class A common stock at a price equal to 85% of the lower of the fair market value of Class A common stock on the first day of an offering or on the date of purchase. The maximum number of shares of Class A common stock that may be issued under the ESPP will not exceed 4,969,059 shares. Additionally, the number of shares of Class A common stock reserved for issuance under the ESPP will automatically increase on January 1st of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (i) 1.0% of the total number of shares of Class A common stock outstanding on December 31st of the preceding calendar year; (ii) 9,938,118 shares of Class A common stock; or (iii) such lesser number of shares of the Company as determined by the board of directors. In accordance therewith, the number of shares of Class A common stock reserved for issuance under the ESPP increased by 1,627,895 on January 1, 2022.

The Company currently offers six-month offering periods, and at the end of each offering period, which occurs every six months on May 31 and November 30, employees can elect to purchase shares of the Company’s Class A common stock with contributions of up to 15% of their base pay, accumulated via payroll deductions, subject to certain limitations.

The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of each award granted under the ESPP. The following table sets forth the key assumptions and fair value results for each award granted in the Company’s first offering period under the ESPP, which started on December 1, 2022:

December 1, 2022
Stock price$2.58 
Risk-free interest rate4.65 %
Term (in years)0.50
Volatility87.00 %
Dividend yield0.00 %
Grant date fair value per share$1.00 

During the year ended December 31, 2022, the Company recognized stock-based compensation expense of $0.1 million for the awards granted under the ESPP. There were no ESPP offerings for the year ended December 31, 2021.
As of December 31, 2022, the total remaining stock-based compensation expense was $0.5 million for the awards granted under the ESPP, which is expected to be recognized over the current six-month offering period until May 31, 2023.

Quarterly Equity Awards
Subject to the achievement of certain performance goals established by the Company from time to time, the Company’s employees are eligible to receive an annual incentive bonus that will entitle them to a quarterly grant of a number of restricted stock units (“RSUs”) determined by dividing 25% of the annual bonus target amount by the closing price of the Company’s Class A common stock on the date of grant. The RSUs will be fully vested on the date of grant. Furthermore, all the quarterly equity awards are contingent and issued only upon approval by the Company’s board of directors. During the year ended December 31, 2022, the Company recognized stock-based compensation expense of $9.5 million related to these quarterly equity awards. There were no quarterly equity awards granted for the year ended December 31, 2021.

Stock Options
A summary of the Company’s stock option activity is as follows:
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding as of January 1, 20229,444,221 $0.12 8.66$55.9 
Exercised(3,644,154)0.12 12.8 
Expired/forfeited(464,093)0.11 
Outstanding as of December 31, 2022
5,335,974 0.12 7.669.4 
Exercisable as of December 31, 2022
1,080,723 $0.13 7.77$1.9 
Vested and expected to vest as of December 31, 2022
5,335,974 0.12 7.669.4 
There were no options granted for the year ended December 31, 2022. During the year ended December 31, 2021, the Company granted 1,277,622 incentive and non-statutory stock options under the 2019 Plan.
Determination of Fair Value
The assumptions used in the Black-Scholes option pricing model to estimate the fair value of the stock options granted during the year of December 31, 2021 are provided in the following table:
December 31, 2021
Risk-free interest rate:
Employee stock options0.62 %
Non-employee stock options1.08 %
Expected term (in years):
Employee stock options6.32
Non-employee stock options10.00
Expected volatility:
Employee stock options87.94 %
Non-employee stock options88.03 %
Dividend yield:
Employee stock options0.00 %
Non-employee stock options0.00 %
Grant date fair value per share:
Employee stock options$13.65 
Non-employee stock options$13.68 
The Company recognized stock-based compensation expense of $3.8 million and $3.9 million for stock options for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, the total remaining stock-based compensation expense for unvested stock options was $8.7 million, which is expected to be recognized over a weighted-average period of 1.1 years.

Restricted Stock Units
A summary of the Company’s restricted stock activity is as follows:
Number of
Shares
Weighted
Average
Grant Price
Outstanding as of January 1, 202236,249,396 $6.53 
Granted13,710,027 3.35 
Vested(5,269,553)4.78 
Forfeited (1,543,238)6.79 
Outstanding as of December 31, 2022
43,146,632 5.72 
During the year ended December 31, 2022, the Company granted 9,692,806 RSUs under the 2021 Plan and the Amended and Restated 2021 Plan. The RSUs generally vest over a three- or four-year period with a straight-line vesting and a 33% or 25% one-year cliff and remain subject to forfeiture if vesting conditions are not met. Upon vesting, RSUs are settled in Class A
common stock on a one-for-one basis. The shares of Class A common stock underlying RSU grants are not issued and outstanding until the applicable vesting date.
During the year ended December 31, 2022, the Company granted 1,865,582 RSUs under the Amended and Restated 2021 Plan, representing the quarterly equity awards for the Company’s first three fiscal quarters of 2022. The RSUs were fully vested on the date of grant and settled in Class A common stock on a one-for-one basis.
In addition, in July 2022, the Company granted 2,151,639 RSUs under the Amended and Restated 2021 Plan. The RSUs vest over three and a half years with a straight-line vesting and remain subject to forfeiture if vesting conditions are not met. Upon vesting, RSUs are settled in Class A common stock on a one-for-one basis. The shares of Class A common stock underlying RSU grants are not issued and outstanding until the applicable vesting date.
During the year ended December 31, 2021, the Company granted 6,265,293 RSUs under the 2021 Plan. The RSUs generally vest over a three or four-year period with a straight-line vesting and a 33% or 25% one-year cliff and remain subject to forfeiture if vesting conditions are not met. Upon vesting, RSUs are settled in Class A common stock on a one-for-one basis. The shares of Class A common stock underlying this grant are not issued and outstanding until the applicable vesting date.
Immediately prior to closing of the Business Combination, each of the Company’s founders was granted 20,009,224 RSUs under the 2019 Plan pursuant to the terms and conditions of the Business Combination Agreement. Considering each of the founder’s existing equity ownership and assuming the Founder Grants fully vest, it would result in each of the founders owning approximately 18% of all outstanding shares of the Total Outstanding Capitalization of the Company (as defined in the Business Combination Agreement). One-quarter of each Founder Grant vests upon the achievement of the earlier to occur of (i) a price-based milestone or (ii) a performance-based milestone, with a different set of such price and performance-based milestones applying to each quarter of each Founder Grant and so long as the achievement occurs within seven years following the closing of the Business Combination.

The Company accounts for the Founder Grants as four separate tranches, with each tranche consisting of two award grants, a performance award grant and market award grant. Each tranche vests when either the market condition or performance condition is satisfied (only one condition is satisfied). The Company determined the fair value of the performance award by utilizing the trading price on the Closing Date. When the applicable performance milestone is deemed probable of being achieved, the Company will recognize compensation expense for the portion earned to date over the requisite period. For the market award, the Company determined both the fair value and derived service period using a Monte Carlo simulation model on the Closing Date. The Company will recognize compensation expense for the market award on a straight-line basis over the derived service period. If the applicable performance condition is not probable of being achieved, compensation cost for the value of the award incorporating the market condition is recognized, so long as the requisite service is provided. If the performance milestone becomes probable of being achieved, the full fair value of the award will be recognized, and any remaining expense for the market award will be cancelled.

The following assumptions were used to estimate the fair value, using the Monte Carlo simulation, of the market award grant:

September 16, 2021
Stock price$9.92 
Term (in years)7
Volatility55.00 %
Risk-free interest rate1.13 %
Dividend yield0.00 %

One-quarter of each Founder Grant, totaling 5,002,306 shares each of Class B common stock, vested immediately prior to the Closing Date pursuant to the terms and conditions of the Business Combination Agreement.

On April 14, 2022, the vested 5,002,306 shares of Class B common stock of Brett Adcock, the Company’s co-founder and former co-CEO, were cancelled. Following the separation of Mr. Adcock from the Company on April 13, 2022 (the “Separation Date”), Mr. Adcock’s unvested 15,006,918 shares of Class B common stock for the remaining three tranches remain
outstanding and eligible for vesting upon the achievement of the milestones as described above for 15 months from the Separation Date pursuant to the original terms of the Founder Grants.

For the year ended December 31, 2022, the Company recorded $64.9 million of stock-based compensation expense for the amortized portion of the market award for the remaining three tranches in general and administrative expenses in the consolidated statements of operations. For the year ended December 31, 2021, the Company recorded $118.1 million of stock-based compensation expense for the vesting of the first tranche and the amortized portion of the market award for the remaining three tranches in general and administrative expenses in the consolidated statements of operations.

For the years ended December 31, 2022 and 2021, the Company recorded $22.8 million and $1.6 million of stock-based compensation expense, respectively, related to RSUs (excluding the Founder Grants).

As of December 31, 2022, the total remaining stock-based compensation expense for unvested RSUs (including the Founder Grants) was $263.2 million, which is expected to be recognized over a weighted-average period of 1.6 years.

The Company records stock-based compensation expense for stock-based compensation awards based on the fair value on the date of grant. The stock-based compensation expense is recognized ratably over the course of the requisite service period.

The Company has elected to account for forfeitures as they occur and will record stock-based compensation expense assuming all stockholders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, the Company will reverse stock-based compensation expense previously recognized in the period the award is forfeited.
The following table presents stock-based compensation expense included in each respective expense category in the consolidated statements of operations (in millions):
Year Ended December 31,
20222021
Research and development$26.1 $3.7 
General and administrative76.7 119.9 
Total stock-based compensation expense$102.8 $123.6 

Warrants
A summary of the Company’s warrant activity is as follows:
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding as of January 1, 20228,644,932 $0.01 8.87$52.1 
Issued91,667 0.01 
Outstanding as of December 31, 2022
8,736,599 0.01 7.8416.3 
Vested as of December 31, 2022
3,576,981 $0.01 4.59$6.7 
United Airlines
On January 29, 2021, the Company entered into the United Purchase Agreement, United Collaboration Agreement, and United Warrant Agreement. Under the terms of the United Purchase Agreement, United has a conditional purchase order for up to 200 of the Company’s aircraft, with an option to purchase an additional 100 aircraft. Those purchases are conditioned upon the Company meeting certain conditions that include, but are not limited to, the certification of the Company’s aircraft by the FAA and further negotiation and reaching of mutual agreement on certain material terms related to the purchases. The
Company issued 14,741,764 warrants to United to purchase shares of the Company’s Class A common stock. Each warrant provides United with the right to purchase one share of the Company’s Class A common stock at an exercise price of $0.01 per share. The warrants were initially expected to vest in four installments in accordance with the following milestones: the execution of the United Purchase Agreement and the United Collaboration Agreements, the completion of the Business Combination, the certification of the aircraft by the FAA, and the sale of aircraft to United.
On August 9, 2022, the Company entered into Amendment No. 1 to the United Purchase Agreement (the “Amended United Purchase Agreement”) and Amendment No. 1 to the United Warrant Agreement (the “Amended United Warrant Agreement”). In association with the Amended United Purchase Agreement, the Company received a $10.0 million pre-delivery payment from United for 100 of the Company’s aircraft (the “Pre-Delivery Payment”), which was recognized as a contract liability in other long-term liabilities in the Company’s consolidated condensed balance sheets. Pursuant to the Amended United Warrant Agreement, the vesting condition of the fourth milestone of the United Warrant Agreement was modified, and the warrants now vest in four installments in accordance with the following sub-milestones: (i) 737,088 warrants vested upon receipt by the Company of the Pre-Delivery Payment on August 9, 2022; (ii) 2,211,264 warrants shall vest on February 9, 2023 upon the six-month anniversary of the amendment date; (iii) 3,685.45 warrants shall vest upon the acceptance and delivery of each of the Company’s 160 aircraft; and (iv) 22,112.65 warrants shall vest upon the acceptance and delivery of each of the Company’s 40 aircraft.
The Company determined that as a result of the relationship established by signing the United Purchase Agreement, United is a customer with the intention of obtaining the output of the Company’s ordinary activities (design and production of aircraft). United has not contracted to share in the risks and benefits of development of the aircraft, and United is not otherwise involved in the development of the aircraft. As a result, the Company accounts for the United Purchase Agreement (including the subsequent amendment) and the United Collaboration Agreements under ASC 606, Revenue from Contracts with Customers. The Company identified the sale of each aircraft ordered by United as a separate performance obligation in the contract. As the performance obligations have not been satisfied, the Company has not recognized any revenue as of December 31, 2022.
With respect to the warrant vesting milestones outlined above, the Company accounts for them as consideration payable to a customer under ASC 606 related to the future purchase of aircraft by United. The Company determined that the warrants are classified as equity awards based on the criteria of ASC 480, Distinguishing Liabilities from Equity and ASC 718. Pursuant to ASC 718, the Company measured the grant date fair value of the warrants to be recognized upon the achievement of each of the original four milestones and the vesting of the related warrants.
On January 29, 2021, a valuation of the Company’s common stock was performed, valuing the Company’s common stock at $13.35 per share. The value of the common stock was determined using a hybrid approach of the OPM and PWERM, with the PWERM weighted at 80% primarily based on management’s expectation of the planned merger as described in Note 1 and the OPM weighted at 20% due to uncertainties in the timing of other possible scenarios. The Company used the OPM to allocate value in a stay private scenario. Given the $0.01 exercise price, each warrant also had a fair value of $13.35 at the grant date.
Pursuant to ASC 606, consideration payable to the customer is generally accounted for as a reduction to revenue and recorded at the later of when (i) the entity recognizes revenue for the transfer of related goods, or (ii) the entity pays the consideration. Due to the nature of the warrant vesting milestones, and the Company’s unique circumstances upon the actual or anticipated vesting dates as described below, the recognition pattern and cost presentation of each will differ. For the first milestone, issuance of the warrant in conjunction with the execution of the United Purchase Agreement and the United Collaboration Agreements, the Company recorded the grant date fair value of the respective warrant tranche at the vesting date upon satisfaction of the milestone, and the related costs were recorded in other warrant expense in the consolidated statements of operations due to the absence of historical or probable future revenue. For the second milestone, the completion of the Business Combination, the related costs were also recorded in other warrant expense in the consolidated statements of operations due to the absence of historical or probable future revenue. For the third milestone, the certification of the aircraft by the FAA, the Company will assess whether it is probable that the award will vest at the end of every reporting period. If and when the award is deemed probable of vesting, the Company will begin capitalizing the grant date fair value of the associated warrants as an asset through the vesting date and subsequently amortize the asset as a reduction to revenue as it sells the aircraft to United.
For the original fourth milestone, the sale of aircraft to United, the Company was initially expected to record the cost associated with the vesting of each portion of warrants within this milestone as a reduction of the transaction price as revenue is
recognized for each sale of the aircraft. In connection with the Amended United Warrant Agreement, the Company evaluated the accounting implications associated with the amendment to the fourth milestone in accordance with ASC 606 and ASC 718. For the first sub-milestone, the receipt of the Pre-Delivery Payment, the Company accounted for it as a modification under ASC 718 and recorded the modification date fair value of the associated warrants in other warrant expense upon satisfaction of the sub-milestone on August 9, 2022. For the second sub-milestone, the vesting of warrants on February 9, 2023, the Company accounted for it as a modification under ASC 718 and will record the modification date fair value of the associated warrants in other warrant expense on a straight-line basis over six months following the amendment date. The modification date fair value of each warrant associated with the first and second sub-milestones was determined to be $4.37, which was the closing price of the Company’s Class A common stock on August 9, 2022. For the third and fourth sub-milestones, the sale of 160 aircraft and 40 aircraft, respectively, the Company determined that the amendment does not represent a modification under ASC 718. The Company will record the cost associated with the vesting of each portion of the associated warrants as a reduction of the transaction price based on the original grant date fair value as revenue is recognized for each sale of the aircraft.
For the year ended December 31, 2022, the Company recorded $10.8 million in other warrant expense in the consolidated statements of operations related to the first two sub-milestones under the fourth milestone, and a total of 737,088 warrants vested from achievement of the first sub-milestone under the fourth milestone.

For the year ended December 31, 2021, the Company recorded $117.3 million in other warrant expense in the consolidated statements of operations related to the achievement of the first two milestones. A total of 8,845,058 warrants vested from achievement of the first two milestones and were exercised during the year ended December 31, 2021.
FCA US LLC
On November 6, 2020, the Company entered into a collaboration agreement with FCA US LLC (“FCA”) (the “FCA Collaboration Agreement”), in which both parties agreed to work together to complete a series of fixed duration collaboration projects related to the Company’s ongoing efforts to design, develop, and bring up production capabilities for its aircraft. In conjunction with the FCA Collaboration Agreement, the Company issued a warrant to FCA on November 6, 2020, in which FCA has the right to purchase up to 1,671,202 shares of the Company’s Class A common stock at an exercise price of $0.01 per share. The Company performed a valuation and determined each warrant had a fair value of $0.15 per share at the grant date. Shares under the warrant vest based on the completion of specific aircraft development milestones identified under the FCA Collaboration Agreement.
As the Company is currently in pre-revenue stage and is not generating any revenue from the FCA Collaboration Agreement, all costs incurred with third parties are recorded based on the nature of the cost incurred. The Company accounts for the warrant in accordance with ASC 718. The Company assessed whether it was probable that the award vested for each of the seven milestones at the end of every reporting period. If and when the award was deemed probable of vesting, the Company recognized compensation expense for the portion of the grant determined probable of vesting on a straight-line basis over the duration of each milestone. If services had been provided by FCA prior to management determining the milestone was probable of being achieved, a cumulative catch-up adjustment was recorded for services performed in prior periods. During the years ended December 31, 2022 and 2021, the Company recorded $0.1 million and $0.2 million of R&D expense, respectively, in the consolidated statements of operations related to the completion of certain milestones. As of December 31, 2022, all of the seven milestones have been completed, amounting to 1,671,202 shares that have vested.
FCA Italy S.p.A.
On July 19, 2021, the Company entered into a manufacturing consulting agreement with an affiliate of FCA, FCA Italy S.p.A. (“FCA Italy”) (the “Manufacturing Consulting Agreement”), in which both parties agreed to work together to complete a series of fixed duration projects to develop manufacturing and production processes in connection with the Company’s ongoing efforts to bring up production capabilities for its aircraft. In conjunction with the Manufacturing Consulting Agreement, the Company issued a warrant to FCA Italy, in which FCA Italy has the right to purchase up to 1,077,024 shares of the Company’s Class A common stock at an exercise price of $0.01 per share. The Company performed a valuation and determined each warrant had a fair value of $8.98 per share at the grant date. The shares underlying the warrant vest in two equal installments in accordance with two time-based milestones.

The Company accounts for the warrant in accordance with ASC 718. The Company recognized compensation cost for half of the shares that were fully vested upon execution of the Manufacturing Consulting Agreement. The Company recognized
compensation cost for the remaining half of the warrant as the related services were received from FCA Italy on a straight-line basis over the service period of 12 months. During the year ended December 31, 2022, the Company recorded $2.8 million of R&D expense in the consolidated statements of operations related to services received for the second milestone. During the year ended December 31, 2021, the Company recorded $6.8 million of R&D expense in the consolidated statements of operations related to the achievement of the first milestone and services received for the second milestone. As of December 31, 2022, both of the milestones have been completed, amounting to 1,077,024 shares that have vested.
v3.22.4
Income Taxes
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company’s loss before income taxes was approximately $317.3 million and $347.8 million for the years ended December 31, 2022 and 2021, respectively. The Company’s loss was generated entirely in the United States.
Current income tax for the years ended December 31, 2022 and 2021 was zero. The Company did not record any deferred income tax provision for the years ended December 31, 2022 and 2021. The related increase in the deferred tax asset was offset by the increase in valuation allowance.
The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate of 21%:
Year Ended December 31,
20222021
Federal income tax (benefit)21.0 %21.0 %
State and local income taxes (net of federal benefit)2.5 %2.6 %
Nondeductible expenses(0.2)%(0.2)%
Warrant expense(0.7)%(7.1)%
Nondeductible officers’ compensation(4.7)%(6.9)%
Other0.8 %0.8 %
Credits4.9 %1.3 %
Change in valuation allowance(23.6)%(11.5)%
Effective tax rate0.0 %0.0 %
Differences between state statutory rate and state effective tax rate for the year ended December 31, 2022 primarily relate to the limitations imposed on certain share-based compensation under Section 162(m), R&D tax credits and an increase in the valuation allowance.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are provided below (in millions):

As of December 31,
20222021
Deferred Tax Assets:
Net operating loss carryforwards$43.4 $22.4 
Accrued expenses1.5 0.7 
Operating lease liabilities3.3 1.2 
Stock-based compensation3.7 1.3 
Warrants2.5 2.0 
Capitalized R&D expenses51.7 14.9 
Credits21.1 6.1 
Start-up costs4.7 — 
Other0.9 0.1 
Gross deferred tax assets132.8 48.7 
Less: valuation allowance(129.7)(47.1)
Deferred tax assets, net of valuation allowance3.1 1.6 
Deferred Tax Liabilities:
Depreciation and amortization— (0.3)
Right-of-use assets(3.1)(1.3)
Total deferred tax liabilities(3.1)(1.6)
Total net deferred tax assets$— $— 
In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances and future tax projections and the Company’s lack of taxable income in the carryback period, the Company recorded a valuation allowance of $129.7 million against the federal and state deferred tax assets. The valuation allowance increased by $82.6 million during the year ended December 31, 2022, and by $39.9 million during the year ended December 31, 2021.
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022. The Company does not currently expect the Inflation Reduction Act to impact its estimated effective tax rate due to a full valuation allowance against deferred tax assets.
As of December 31, 2022 and 2021, the Company has U.S. federal net operating loss (“NOL”) carryforwards of $173.5 million and $81.4 million, respectively, which can be carried forward indefinitely. As of December 31, 2022 and 2021, the Company has state NOL carryforwards of $120.1 million and $76.7 million, respectively, which will both begin to expire in 2038.
In the ordinary course of its business, the Company incurs costs that, for tax purposes, are determined to be qualified R&D expenditures within the meaning of IRC §41 and are, therefore, eligible for the Increasing Research Activities credit under IRC §41. The U.S. federal R&D tax credit carryforward is $14.9 million and $3.9 million for December 31, 2022 and 2021, respectively. The U.S. federal R&D tax credit carryforward begins to expire in 2039. The state R&D tax credit carryforward is $9.3 million and $3.1 million for December 31, 2022 and 2021, respectively, which can be carried forward indefinitely.
The following table summarizes the activity related to the Company’s unrecognized tax benefits during the years ended December 31, 2022 and 2021 (in millions):

Balance as of December 31, 2020$2.0 
Increases related to current year tax positions0.3 
Decreases based on tax positions related to prior years(2.0)
Balance as of December 31, 20210.3 
Increases related to current year tax positions1.2 
Balance as of December 31, 2022$1.5 
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2022 and 2021 is zero due to the valuation allowance that would otherwise be recorded on the deferred tax asset associated with the recognized position. During the years ended December 31, 2022 and 2021, the Company recognized no interest and penalties related to uncertain tax positions. It is not expected that there will be a significant change in uncertain tax positions in the next 12 months.
In accordance with Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (generally defined as a cumulative change of more than 50% in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change NOLs and R&D tax credits to offset post-change taxable income and post-change tax liabilities, respectively. The Company’s existing NOLs and R&D credits may be subject to limitations arising from previous ownership changes, and the ability to utilize NOLs could be further limited by Section 382 and Section 383 of the Code. In addition, future changes in the Company’s stock ownership, some of which may be outside of the Company’s control, could result in an ownership change under Section 382 and Section 383 of the Code. The amount of such limitations, if any, has not been determined.
The Company is subject to taxation and files income tax returns with the U.S. federal government and the states of California and Florida. The tax years ended December 31, 2018 through December 31, 2021 remain open to examination for federal purposes, and the tax years ended December 31, 2018 through December 31, 2021 remain open to examination for state purposes. In addition, the utilization of NOL and R&D credit carryforwards is subject to federal and state review for the periods in which those net losses were incurred. The Company is not under audit by any tax jurisdictions at this time.
v3.22.4
401(k) Savings Plan​
 12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
401(k) Savings Plan​ 401(k) Savings PlanThe Company maintains a 401(k) savings plan for the benefit of its employees. The Company makes matching contributions equal to 50% of each employee contribution, subject to the maximum amount established by the Internal Revenue Service. All current employees are eligible to participate in the 401(k) savings plan. The Company’s matching contributions were $2.1 million and $0.8 million for the years ended December 31, 2022 and 2021, respectively.
v3.22.4
Liability Classified Warrants
 12 Months Ended
Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]  
Liability Classified Warrants Liability Classified Warrants
As of December 31, 2022, there were 17,398,947 public warrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the public warrants. The public warrants became exercisable on October 30, 2021, 12 months after the closing of the initial public offering of Atlas. The public warrants will expire five years from the consummation of the Business Combination or earlier upon redemption or liquidation.

Once the public warrants become exercisable, the Company may redeem the public warrants for redemption:
•in whole and not in part;
•at a price of $0.01 per public warrant;
•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
•if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Each public warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. The exercise price and number of Class A common stock issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. The public warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants.

As of December 31, 2022, there were 8,000,000 private placement warrants outstanding. The private placement warrants are identical to the public warrants underlying the shares sold in the initial public offering of Atlas, except that the private placement warrants and the shares of Class A common stock issuable upon the exercise of the private placement warrants became transferable, assignable, and salable as of October 16, 2021, 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.
v3.22.4
Subsequent Events
 12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date of the issuance of these consolidated financial statements. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
On January 3, 2023, the Company entered into a manufacturing collaboration agreement with Stellantis N.V. (“Stellantis”), pursuant to which the Company and Stellantis will collaborate on the development and implementation of the Company’s manufacturing operations for the production of its eVTOL aircraft products (the “Stellantis Collaboration Agreement”). In connection with the Stellantis Collaboration Agreement, the Company entered into a forward purchase agreement (the “Stellantis Forward Purchase Agreement”) and a warrant agreement (the “Stellantis Warrant Agreement”) with Stellantis on January 3, 2023. Under the terms of the Stellantis Forward Purchase Agreement, the Company may elect, in the Company’s sole discretion, to issue and sell to Stellantis up to $150.0 million of shares of the Company’s Class A common stock, following the satisfaction of certain Milestones (as defined in the Stellantis Forward Purchase Agreement) and pursuant to the terms and conditions of the Stellantis Forward Purchase Agreement. Under the terms of the Stellantis Warrant Agreement, Stellantis is entitled to purchase up to 15.0 million of shares of the Company’s Class A common stock, at an exercise price of $0.01 per share (the “Stellantis Warrant”). The Stellantis Warrant Agreement provides that the warrant will become vested and exercisable in three separate tranches upon either (i) the performance by Stellantis of certain undertakings set forth in the Stellantis Collaboration Agreement or (ii) the VWAP (as defined in the Stellantis Warrant Agreement) for the Class A common stock exceeding certain specified amounts. In addition, a member of the Company’s board of directors is also an executive at Stellantis.
v3.22.4
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP and include the accounts of the Company.
Use of Estimates
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.
On an ongoing basis, management evaluates its estimates, including those related to the: (i) realization of deferred tax assets and estimates of tax liabilities, (ii) fair value of debt, (iii) fair value of share-based payments, (iv) valuation of leased assets and liabilities, and (v) estimated useful lives of long-lived assets. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Such estimates often require the selection of appropriate valuation methodologies and models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Given the global economic climate and unpredictable nature and unknown duration of the ongoing COVID-19 pandemic, estimates are subject to additional volatility.
Cash and Cash Equivalents Cash and Cash EquivalentsCash consists of cash on deposit with financial institutions. Cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase.
Short-Term Investments
Short-Term Investments
The Company has short-term investments in marketable securities with original maturities of less than one year, including U.S. Treasury securities, corporate debt securities and commercial paper. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. These marketable securities are carried at fair value, and unrealized gains and losses are recorded in other comprehensive loss in the consolidated condensed statements of comprehensive loss, which is reflected as a component of stockholders’ equity. These marketable securities are assessed as to whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis. Realized gains and losses from the sale of marketable securities and from declines in value deemed to be other than temporary are determined based on the specific identification method and recognized in other income, net in the consolidated condensed statements of operations.
Fair Value Measurements
Fair Value Measurements
The Company applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, which defines a single authoritative definition of fair value, sets out a framework for measuring fair value, and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
The carrying amounts of the Company’s cash, accounts payable, accrued compensation, and accrued liabilities approximate fair value due to the short-term nature of these instruments.
Cash Equivalents

The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash and have maturities of three months or less from the date of purchase. The Company classifies its money market funds as Level 1, because they are valued based on quoted market prices in active markets.

Short-Term Investments

The Company’s short-term investments consist of high quality, investment grade marketable securities and are classified as available-for-sale. The Company classifies its investments in U.S. Treasury securities as Level 1, because they are valued using quoted market prices in active markets. The Company classifies its investments in corporate debt securities and commercial paper as Level 2, because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.
Public Warrants The measurement of the public warrants as of December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ACHR WS.
Private Placement Warrants
The Company utilizes a Monte Carlo simulation model for the private placement warrants at each reporting period, with changes in fair value recognized in the consolidated statements of operations. The estimated fair value of the private placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model and Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life, risk-free interest rate, and dividend yield.
Financial Instruments Not Recorded at Fair Value on a Recurring Basis
Certain financial instruments, including debt, are not measured at fair value on a recurring basis in the balance sheets. The fair value of debt as of December 31, 2022 approximates its carrying value (Level 2). Refer to Note 7 for additional information.
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis
Certain assets and liabilities are subject to measurement at fair value on a non-recurring basis if there are indicators of impairment or if they are deemed to be impaired as a result of an impairment review.
Intangible Assets, Net
Intangible Assets, Net
Intangible assets consist solely of domain names and are recorded at cost, net of accumulated amortization, and if applicable, impairment charges. Amortization of domain names is provided over a 15-year estimated useful life on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has analyzed a variety of factors in light of the known impact to date of the ongoing COVID-19 pandemic on the Company’s business to determine if any circumstance could trigger an impairment loss, and, at this time and based on the information presently known, does not believe that it is more likely than not that an impairment loss has been incurred.
Property and Equipment, Net
Property and Equipment, Net
Property and equipment are stated at historical cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation is removed from the accounts, and any difference between the selling price and net carrying amount is recorded as a gain or loss in the consolidated statements of operations.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being or intended to be used, a significant adverse change
in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets including any cash flows upon their eventual disposition to their carrying value. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. The Company did not identify any events or changes in circumstances that would indicate that the Company’s long-lived assets may be impaired and therefore determined there was no impairment of long-lived assets during all periods presented.
Cloud Computing Arrangements Cloud Computing ArrangementsThe Company capitalizes certain implementation costs incurred in the application development stage of projects related to its cloud computing arrangements that are service contracts. Capitalized implementation costs are recognized in other long-term assets in the consolidated balance sheets and amortized on a straight-line basis over the fixed, noncancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. Costs related to preliminary project activities and post-implementation activities are expensed as incurred.
Research and Development
Research and Development
Research and development (“R&D”) costs are expensed as incurred and are primarily comprised of personnel-related costs including salaries, bonuses, benefits, and stock-based compensation for employees focused on R&D activities, costs associated with building prototype aircraft, other related costs, depreciation, and an allocation of general overhead. R&D efforts focus on the design and development of the Company’s eVTOL aircraft, including certain of the systems that are used in it.
General and Administrative General and AdministrativeGeneral and administrative expenses are primarily comprised of personnel-related costs including salaries, bonuses, benefits, and stock-based compensation for employees associated with the Company’s administrative services such as finance, legal, human resources, and information technology, other related costs, depreciation, and an allocation of general overhead. General and administrative expenses include $64.9 million and $118.1 million of expense related to the restricted stock units granted to the Company’s founders pursuant to the terms and conditions of the Business Combination Agreement immediately prior to closing (the “Founder Grants”), for the years ended December 31, 2022 and 2021.
Other Warrant Expense Other Warrant ExpenseOther warrant expense consists entirely of non-cash expense related to the warrants issued in conjunction with the execution of the purchase agreement (“United Purchase Agreement”), collaboration agreement (“United Collaboration Agreement”), and warrant agreement (“United Warrant Agreement”) with United Airlines Inc. (“United”).
Stock-Based Compensation
Stock-Based Compensation
The Company’s stock-based compensation awards consist of options granted to employees and non-employees and restricted stock units granted to employees, directors, and non-employees that convert into shares of the Company’s Class A common stock upon vesting. The Company recognizes stock-based compensation expense in accordance with the provisions of ASC 718, Compensation - Stock Compensation. ASC 718 requires the measurement and recognition of compensation expense for all stock-based compensation awards made to employees, directors, and non-employees to be based on the grant date fair values of the awards.
The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. The value of the award is recognized as expense over the requisite service period on a straight-line basis.
Determining the grant date fair value of the awards using the Black-Scholes option-pricing model requires management to make assumptions and judgments, including but not limited to the following:
Expected term — The estimate of the expected term of employee awards is determined in accordance with the simplified method, which estimates the term based on an averaging of the vesting period and contractual term of the option grant. The Company uses the contractual term for non-employee awards.
Expected volatility — Since the Company does not have sufficient historical data on the volatility of its common stock, the expected volatility used is based on the volatility of similar entities (referred to as “guideline companies”) for a period consistent with the expected term of the award.
Risk-free interest rate — The risk-free interest rate used to value awards is based on the United States Treasury yield in effect at the time of grant for a period consistent with the expected term of the award.
Dividend yield — The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future.
Forfeiture rate — The Company has elected to account for forfeitures as they occur and will record stock-based compensation expense assuming all option holders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, the Company will reverse stock-based compensation expense previously recognized in the period the award is forfeited.
The Company has not issued any stock options since the closing of the Business Combination.
Fair value of common stock
The Company’s board of directors grants stock options with exercise prices equal to the fair value of the Company’s common stock on the date of grant.
Prior to the closing of the Business Combination, the Company determined the fair value of its common stock at the time of the grant of stock options in accordance with the American Institute of Certified Public Accountants (“AICPA”) Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Aid”). The Company determined the fair value of its common stock based on a variety of factors including, but not limited to (i) the results of contemporaneous independent third-party valuations of the Company’s common stock and the prices, rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; (ii) the lack of marketability of the Company’s common stock; (iii) actual operating and financial results; (iv) current business conditions and projections; (v) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions; and (vi) precedent transactions involving the Company’s shares.
As provided in the AICPA Practice Aid, there are several approaches for setting the value of an enterprise and various methodologies for allocating the value of an enterprise to its outstanding equity. The Company determined the fair value of equity awards using a combination of the market and income approach. Within the market approach, the guideline public company method was used, which employs the use of ratios developed from the market price of traded shares from publicly traded companies considered reasonably similar to the Company. Under the income approach, the enterprise value was estimated using the discounted cash flow method, which involves estimating the future cash flows of a business for a discrete period and discounting them to their present value. In allocating enterprise value to the Company’s outstanding equity, the Company applied a hybrid approach, which consisted of the option pricing method (“OPM”) and probability-weighted expected return method (“PWERM”). The OPM treats securities, including debt, common and preferred stock, as call options on the enterprise’s value, with exercise prices based on the securities’ respective liquidation preferences and conversion values. The PWERM estimates the fair market value of the common stock based on an analysis of future values for the enterprise assuming various exit scenarios, such as IPO, merger or sale, staying private, and liquidation. Since there was no active market for the Company’s common stock, the Company also applied a discount for lack of marketability for both OPM and PWERM scenarios.
In conducting the valuations, The Company considered all objective and subjective factors that the Company believed to be relevant in the valuation conducted, including management’s best estimate of the Company’s business condition, and prospects and operating performance at the valuation dates. There are significant judgments and estimates inherent in these valuations.Since the closing of the Business Combination, the fair value of the Company’s common stock is based on the closing price of the Company’s Class A common stock, as quoted on the NYSE, on the date of grant.
Leases
Leases
The Company accounts for leases in accordance with ASC 842, Leases, and determines if an arrangement is a lease at its inception. Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments for a term similar to the lease term in a similar economic environment as the lease. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time.
Lease expense for leases is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. In addition, the Company has elected as an accounting policy, the practical expedient to not separate lease and non-lease components within a contract and instead treat it as a single lease component. Operating leases are included in ROU assets, current portion of lease liabilities, and lease liabilities, net of current portion in the Company’s consolidated balance sheets.
Income Taxes
Income Taxes

The Company accounts for its income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the basis used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more-likely-than-not that the Company will not realize those tax assets through future operations. Significant judgment is applied when assessing the need for valuation allowances and includes the evaluation of historical income (loss) adjusted for the effects of non-recurring items. Areas of estimation include consideration of future taxable income. The Company has placed a full valuation allowance against its federal and state deferred tax assets since the recovery of the assets is uncertain. Should a change in circumstances lead to a change in judgment about the utilization of deferred tax assets in future years, the adjustment related to valuation allowances would be reported as an increase to income.
The Company utilizes the guidance in ASC 740-10, Income Taxes, to account for uncertain tax positions. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more-likely-than-not that the positions will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more-likely-than-not of being realized and effectively settled. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision.
Net Loss Per Share
Net Loss Per Share
Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. For all periods presented, the calculation of basic net loss per share excludes shares issued upon the early exercise of stock options where the vesting conditions have not been satisfied.
Because the Company reported net losses for all periods presented, diluted loss per share is the same as basic loss per share.
Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in basic net loss per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in diluted net loss per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period.
Because the Company reported net losses for all periods presented, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of net loss per share. The diluted net loss per common share were the same for Class A and Class B common shares because they are entitled to the same liquidation and dividend rights.
Segments
Segments
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates as a single operating segment and one reportable segment, as the CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Given the Company’s pre-revenue operating stage, it currently has no concentration exposure to products, services, or customers.
Comprehensive Loss
Comprehensive Loss
Comprehensive loss includes all changes in equity during a period from nonowner sources. The Company’s comprehensive loss consists of its net loss and its unrealized gains or losses on available-for-sale securities.
Recently issued accounting pronouncements not yet adopted
Recently issued accounting pronouncements not yet adopted
In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt—Debt with Conversion and Other Options, for convertible instruments. The ASU updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. Further, the ASU made amendments to the Earnings Per Share (“EPS”) guidance in Topic 260, Earnings per share for convertible instruments, the most significant impact of which is requiring the use of the if-converted method for diluted EPS calculation, and no longer allowing the net share settlement method. The ASU also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. The ASU is effective for public business entities, excluding smaller reporting companies, for interim and annual periods beginning after December 15, 2021, with early adoption permitted. For all other entities, the amendments are effective for interim and annual periods beginning after December 15, 2023. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. The Company is currently evaluating the impact the adoption of this
standard will have on its financial statements and related disclosures.

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s financial statements.
v3.22.4
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Schedule of Cash and Cash Equivalents
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that sum to amounts reported on the consolidated statements of cash flows (in millions):
December 31,
2022		December 31,
2021
Cash and cash equivalents$69.4 $746.6 
Restricted cash2.9 0.3 
Total cash, cash equivalents, and restricted cash$72.3 $746.9 
Schedule of Assets and Liabilities Measured at Fair Value
The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in millions):

As of December 31, 2022
DescriptionLevel 1Level 2Level 3Total
Assets:
Cash Equivalents:
Money market funds$4.4 $— $— $4.4 
Short-Term Investments:
U.S. Treasury securities$316.6 $— $— $316.6 
Corporate debt securities$— $20.1 $— $20.1 
Commercial paper$— $125.1 $— $125.1 
Liabilities:
Warrant Liability – Public Warrants$4.5 $— $— $4.5 
Warrant Liability – Private Placement Warrants$— $— $2.5 $2.5 

As of December 31, 2021
DescriptionLevel 1Level 2Level 3Total
Assets:
Money market funds$0.3 $— $— $0.3 
Liabilities:
Warrant Liability – Public Warrants$20.2 $— $— $20.2 
Warrant Liability – Private Placement Warrants$— $— $10.1 $10.1 
Schedule of Cash, Cash Equivalents and Short-term Investments
The following table presents a summary of the Company’s cash equivalents and short-term investments as of December 31, 2022 (in millions):

As of December 31, 2022
DescriptionAmortized CostUnrealized GainsUnrealized LossesFair Value
Cash Equivalents:
Money market funds$4.4 $— $— $4.4 
Short-Term Investments:
U.S. Treasury securities317.4 — (0.8)316.6 
Corporate debt securities20.1 — — 20.1 
Commercial paper125.1 — — 125.1 
Total$467.0 $— $(0.8)$466.2 
Fair Value Measurement Inputs and Valuation Techniques
The key inputs into the Monte Carlo simulation model for the private placement warrants are as follows:
InputDecember 31,
2022		December 31,
2021
Stock price$1.87 $6.04 
Strike price$11.50 $11.50 
Dividend yield0.00 %0.00 %
Term (in years)3.714.71
Volatility75.0 %45.3 %
Risk-free rate4.14 %1.22 %
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
The following table presents the change in fair value of the Company’s Level 3 private placement warrants during the years ended December 31, 2022 and 2021:

Balance as of December 31, 2020$— 
Addition of private placement warrants13.0 
Change in fair value(2.9)
Balance as of December 31, 202110.1 
Change in fair value(7.6)
Balance as of December 31, 2022$2.5 
Schedule of Useful Life for Property, Plant and Equipment
Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Useful Life
(In years)
Furniture, fixtures, and equipment5
Computer hardware3
Computer software3
Website design2
Leasehold improvements
Shorter of lease term or the asset standard life
Property and equipment, net, consisted of the following (in millions):
As of December 31,
20222021
Furniture, fixtures, and equipment$1.5 $2.8 
Computer hardware4.5 2.5 
Computer software0.7 0.5 
Website design0.7 0.5 
Leasehold improvements2.9 1.0 
Construction in progress4.8 — 
Total property and equipment15.1 7.3 
Less: Accumulated depreciation(3.6)(1.4)
Total property and equipment, net$11.5 $5.9 
The following table presents depreciation expense included in each respective expense category in the consolidated statements of operations (in millions):
Year Ended December 31,
20222021
Research and development$2.3 $0.9 
General and administrative0.8 0.4 
Total depreciation expense$3.1 $1.3 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following table presents the number of antidilutive shares excluded from the calculation of diluted net loss per share:
Year Ended December 31,
20222021
Options to purchase common stock5,335,974 9,444,221 
Unvested restricted stock units45,021,632 38,124,396 
Warrants30,558,565 32,519,357 
Shares issuable under the Employee Stock Purchase Plan (Note 10)
712,838 — 
Total81,629,009 80,087,974 
v3.22.4
Reverse Recapitalization and Related Transactions (Tables)
 12 Months Ended
Dec. 31, 2022
Reverse Recapitalization [Abstract]  
Schedule of Reverse Recapitalization The net assets of Atlas were recognized at their carrying value immediately prior to the closing of the Business Combination with no goodwill or other intangible assets recorded and were as follows, net of transaction costs (in millions):
Cash$201.8 
Warrant liability(39.5)
Net assets acquired$162.3 
The number of shares of common stock issued immediately following the consummation of the Business Combination were as follows:
Number of shares
Class A and B common stock outstanding on July 1, 202152,572,374
Common stock issued through option exercises between July 1, 2021 and September 16, 20214,738,344
Vesting of unvested shares between July 1, 2021 and September 16, 20212,540,925
Common stock outstanding prior to the Business Combination59,851,643
Conversion of preferred stock64,884,120
Common stock attributable to Atlas36,385,693
Adjustment related to reverse recapitalization*101,269,813
Restricted stock units vested at closing10,004,612
Common stock attributable to PIPE Financing61,512,500
Total shares of common stock as of closing of the Business Combination and related transactions as of September 16, 2021232,638,568

* The corresponding adjustment to APIC related to the reverse recapitalization was comprised of (i) $162.3 million which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of Atlas, net of transaction costs and (ii) $61.5 million which represents the conversion of the convertible preferred stock into New Archer Class A and Class B common stock.
v3.22.4
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment Net
Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Useful Life
(In years)
Furniture, fixtures, and equipment5
Computer hardware3
Computer software3
Website design2
Leasehold improvements
Shorter of lease term or the asset standard life
Property and equipment, net, consisted of the following (in millions):
As of December 31,
20222021
Furniture, fixtures, and equipment$1.5 $2.8 
Computer hardware4.5 2.5 
Computer software0.7 0.5 
Website design0.7 0.5 
Leasehold improvements2.9 1.0 
Construction in progress4.8 — 
Total property and equipment15.1 7.3 
Less: Accumulated depreciation(3.6)(1.4)
Total property and equipment, net$11.5 $5.9 
The following table presents depreciation expense included in each respective expense category in the consolidated statements of operations (in millions):
Year Ended December 31,
20222021
Research and development$2.3 $0.9 
General and administrative0.8 0.4 
Total depreciation expense$3.1 $1.3 
v3.22.4
Accrued Expenses and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]  
Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in millions):
As of December 31,
20222021
Accrued professional fees$17.2 $6.9 
Accrued employee costs7.8 2.6 
Accrued parts and materials5.2 0.9 
Taxes payable0.3 0.6 
Accrued capital expenditures2.9 0.4 
Accrued cloud computing implementation costs2.0 — 
Accrued marketing fees0.2 0.3 
Other current liabilities1.1 0.6 
Total$36.7 $12.3 
v3.22.4
Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Long-term notes payable consisted of the following (in millions):
As of December 31,
20222021
Silicon Valley Bank (“SVB”) Term Loans$10.0 $20.0 
Term Loans unamortized discount and loan issuance costs(0.7)(1.2)
Total debt, net of discount and loan issuance costs9.3 18.8 
Less current portion, net of discount and loan issuance costs(9.3)(9.5)
Total long-term notes payable, net of discount and loan issuance costs$— $9.3 
Schedule of Maturities of Long-term Debt
The future scheduled principal maturities of notes payable as of December 31, 2022 are as follows (in millions):

2023$10.0 
$10.0 
v3.22.4
Commitment and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Summary of Lease Costs
The Company’s lease costs were as follows (in millions):
Year Ended December 31,
20222021
Operating lease cost$5.8 $2.1 
Short-term lease cost0.2 — 
Total lease cost$6.0 $2.1 
The Company’s weighted-average remaining lease term and discount rate as of December 31, 2022 and 2021 were as follows:
20222021
Weighted-average remaining lease term (in months)4616
Weighted-average discount rate13.78 %11.06 %
Supplemental cash information and non-cash activities related to right-of-use assets and lease liabilities were as follows (in millions):
Year Ended December 31,
20222021
Operating cash outflows from operating leases$4.3 $1.9 
Operating lease liabilities from obtaining right-of-use assets11.7 3.6 
Summary of Operating Lease Maturities
The minimum aggregate future obligations under the Company’s non-cancelable operating leases as of December 31, 2022 were as follows (in millions):
2023$4.9 
20245.3 
20254.9 
20264.5 
20272.1 
Thereafter6.7 
Total future lease payments28.4 
Less: leasehold improvement allowance(6.0)
Total net future lease payments22.4 
Less: imputed interest(9.5)
Present value of future lease payments$12.9 
v3.22.4
Stock-Based Compensation​ (Tables)
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions The following table sets forth the key assumptions and fair value results for each award granted in the Company’s first offering period under the ESPP, which started on December 1, 2022:
December 1, 2022
Stock price$2.58 
Risk-free interest rate4.65 %
Term (in years)0.50
Volatility87.00 %
Dividend yield0.00 %
Grant date fair value per share$1.00 
Share-based Payment Arrangement, Option, Activity
A summary of the Company’s stock option activity is as follows:
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding as of January 1, 20229,444,221 $0.12 8.66$55.9 
Exercised(3,644,154)0.12 12.8 
Expired/forfeited(464,093)0.11 
Outstanding as of December 31, 2022
5,335,974 0.12 7.669.4 
Exercisable as of December 31, 2022
1,080,723 $0.13 7.77$1.9 
Vested and expected to vest as of December 31, 2022
5,335,974 0.12 7.669.4 
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions
The assumptions used in the Black-Scholes option pricing model to estimate the fair value of the stock options granted during the year of December 31, 2021 are provided in the following table:
December 31, 2021
Risk-free interest rate:
Employee stock options0.62 %
Non-employee stock options1.08 %
Expected term (in years):
Employee stock options6.32
Non-employee stock options10.00
Expected volatility:
Employee stock options87.94 %
Non-employee stock options88.03 %
Dividend yield:
Employee stock options0.00 %
Non-employee stock options0.00 %
Grant date fair value per share:
Employee stock options$13.65 
Non-employee stock options$13.68 
Share-based Payment Arrangement, Restricted Stock Unit, Activity
A summary of the Company’s restricted stock activity is as follows:
Number of
Shares
Weighted
Average
Grant Price
Outstanding as of January 1, 202236,249,396 $6.53 
Granted13,710,027 3.35 
Vested(5,269,553)4.78 
Forfeited (1,543,238)6.79 
Outstanding as of December 31, 2022
43,146,632 5.72 
Schedule of Share-Based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions
The following assumptions were used to estimate the fair value, using the Monte Carlo simulation, of the market award grant:

September 16, 2021
Stock price$9.92 
Term (in years)7
Volatility55.00 %
Risk-free interest rate1.13 %
Dividend yield0.00 %
Share-based Payment Arrangement, Expensed and Capitalized, Amount
The following table presents stock-based compensation expense included in each respective expense category in the consolidated statements of operations (in millions):
Year Ended December 31,
20222021
Research and development$26.1 $3.7 
General and administrative76.7 119.9 
Total stock-based compensation expense$102.8 $123.6 
Share-based Payment Arrangement, Warrant Activity
A summary of the Company’s warrant activity is as follows:
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding as of January 1, 20228,644,932 $0.01 8.87$52.1 
Issued91,667 0.01 
Outstanding as of December 31, 2022
8,736,599 0.01 7.8416.3 
Vested as of December 31, 2022
3,576,981 $0.01 4.59$6.7 
v3.22.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation
The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate of 21%:
Year Ended December 31,
20222021
Federal income tax (benefit)21.0 %21.0 %
State and local income taxes (net of federal benefit)2.5 %2.6 %
Nondeductible expenses(0.2)%(0.2)%
Warrant expense(0.7)%(7.1)%
Nondeductible officers’ compensation(4.7)%(6.9)%
Other0.8 %0.8 %
Credits4.9 %1.3 %
Change in valuation allowance(23.6)%(11.5)%
Effective tax rate0.0 %0.0 %
Schedule of Deferred Tax Assets and Liabilities
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are provided below (in millions):

As of December 31,
20222021
Deferred Tax Assets:
Net operating loss carryforwards$43.4 $22.4 
Accrued expenses1.5 0.7 
Operating lease liabilities3.3 1.2 
Stock-based compensation3.7 1.3 
Warrants2.5 2.0 
Capitalized R&D expenses51.7 14.9 
Credits21.1 6.1 
Start-up costs4.7 — 
Other0.9 0.1 
Gross deferred tax assets132.8 48.7 
Less: valuation allowance(129.7)(47.1)
Deferred tax assets, net of valuation allowance3.1 1.6 
Deferred Tax Liabilities:
Depreciation and amortization— (0.3)
Right-of-use assets(3.1)(1.3)
Total deferred tax liabilities(3.1)(1.6)
Total net deferred tax assets$— $— 
Schedule of Unrecognized Tax Benefits Roll Forward
The following table summarizes the activity related to the Company’s unrecognized tax benefits during the years ended December 31, 2022 and 2021 (in millions):

Balance as of December 31, 2020$2.0 
Increases related to current year tax positions0.3 
Decreases based on tax positions related to prior years(2.0)
Balance as of December 31, 20210.3 
Increases related to current year tax positions1.2 
Balance as of December 31, 2022$1.5 
v3.22.4
Organization and Nature of Business (Details)
 12 Months Ended
Dec. 31, 2022
lineOfBusiness
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of lines of business 2
v3.22.4
Liquidity and Going Concern (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated deficit $ 690.9 $ 373.6
Reverse recapitalization net proceeds received 801.8  
Cash and cash equivalents 69.4 746.6
Short-term investments $ 461.8 $ 0.0
v3.22.4
Summary of Significant Accounting Policies - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
segment
Dec. 31, 2021
USD ($)
$ / shares
Cash and Cash Equivalents [Line Items]    
Cash and cash equivalents, at carrying value $ 69.4 $ 746.6
Change in fair value of warrant liabilities and other warrant costs $ 23.3 10.4
Finite-lived intangible asset, useful life 15 years  
Finite-lived intangible assets, gross $ 0.4  
Intangible assets, net 0.4 0.5
Capitalized cloud computing implementation costs $ 3.7  
Number of operating segments | segment 1  
Number of reportable segments | segment 1  
Unvested restricted stock units | General and administrative    
Cash and Cash Equivalents [Line Items]    
Share-based payment arrangement, accelerated cost $ 64.9 $ 118.1
Stock price    
Cash and Cash Equivalents [Line Items]    
Warrant liability, measurement input | $ / shares 1.87 6.04
Public Warrants | Stock price    
Cash and Cash Equivalents [Line Items]    
Warrant liability, measurement input | $ / shares 0.26  
Money market funds    
Cash and Cash Equivalents [Line Items]    
Cash and cash equivalents, at carrying value $ 4.4 $ 0.3
v3.22.4
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]      
Cash and cash equivalents $ 69.4 $ 746.6  
Restricted cash 2.9 0.3  
Total cash, cash equivalents, and restricted cash $ 72.3 $ 746.9 $ 36.6
v3.22.4
Summary of Significant Accounting Policies - Fair Value Recurring Basis (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: $ 461.8 $ 0.0
Warrant liability, fair value disclosure 1.2  
Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents, fair value 4.4  
Recurring | U.S. Treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 316.6  
Recurring | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 20.1  
Recurring | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 125.1  
Recurring | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents, fair value 4.4 0.3
Recurring | Public Warrants    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability, fair value disclosure 4.5 20.2
Recurring | Private Placement Warrants    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability, fair value disclosure 2.5 10.1
Recurring | Level 1 | U.S. Treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 316.6  
Recurring | Level 1 | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 0.0  
Recurring | Level 1 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 0.0  
Recurring | Level 1 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents, fair value 4.4 0.3
Recurring | Level 1 | Public Warrants    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability, fair value disclosure 4.5 20.2
Recurring | Level 1 | Private Placement Warrants    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability, fair value disclosure 0.0 0.0
Recurring | Level 2 | U.S. Treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 0.0  
Recurring | Level 2 | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 20.1  
Recurring | Level 2 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 125.1  
Recurring | Level 2 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents, fair value 0.0 0.0
Recurring | Level 2 | Public Warrants    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability, fair value disclosure 0.0 0.0
Recurring | Level 2 | Private Placement Warrants    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability, fair value disclosure 0.0 0.0
Recurring | Level 3 | U.S. Treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 0.0  
Recurring | Level 3 | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 0.0  
Recurring | Level 3 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-Term Investments: 0.0  
Recurring | Level 3 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents, fair value 0.0 0.0
Recurring | Level 3 | Public Warrants    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability, fair value disclosure 0.0 0.0
Recurring | Level 3 | Private Placement Warrants    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability, fair value disclosure $ 2.5 $ 10.1
v3.22.4
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Short-Term Investments (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Short-Term Investments:  
Unrealized Gains $ 0.0
Unrealized Losses (0.8)
Amortized Cost 467.0
Fair Value 466.2
U.S. Treasury securities  
Short-Term Investments:  
Amortized Cost 317.4
Unrealized Gains 0.0
Unrealized Losses (0.8)
Fair Value 316.6
Corporate debt securities  
Short-Term Investments:  
Amortized Cost 20.1
Unrealized Gains 0.0
Unrealized Losses 0.0
Fair Value 20.1
Commercial paper  
Short-Term Investments:  
Amortized Cost 125.1
Unrealized Gains 0.0
Unrealized Losses 0.0
Fair Value 125.1
Money market funds  
Cash Equivalents:  
Cash Equivalents: $ 4.4
v3.22.4
Summary of Significant Accounting Policies - Measurement Input (Details)
 12 Months Ended
Dec. 31, 2022
$ / shares
Dec. 31, 2021
$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants outstanding, term 3 years 8 months 15 days 4 years 8 months 15 days
Stock price    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrant liability, measurement input 1.87 6.04
Strike price    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrant liability, measurement input 11.50 11.50
Dividend yield    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrant liability, measurement input 0.0000 0.0000
Volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrant liability, measurement input 0.750 0.453
Risk-free rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrant liability, measurement input 0.0414 0.0122
v3.22.4
Summary of Significant Accounting Policies - Private Placement Warrants (Details) - Private Placement Warrants - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance $ 10.1 $ 0.0
Addition of private placement warrants   13.0
Change in fair value (7.6) (2.9)
Ending balance $ 2.5 $ 10.1
v3.22.4
Summary of Significant Accounting Policies - Property Plant and Equipment (Details)
 12 Months Ended
Dec. 31, 2022
Furniture, fixtures, and equipment  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
Computer hardware  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Computer software  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Website design  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 2 years
v3.22.4
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation (in shares) 81,629,009 80,087,974
Options to purchase common stock    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation (in shares) 5,335,974 9,444,221
Unvested restricted stock units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation (in shares) 45,021,632 38,124,396
Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation (in shares) 30,558,565 32,519,357
Shares issuable under the Employee Stock Purchase Plan    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities excluded from computation (in shares) 712,838 0
v3.22.4
Reverse Recapitalization and Related Transactions - Narrative (Details)
$ / shares in Units, $ in Millions
 12 Months Ended
Sep. 16, 2021
USD ($)
trading_day
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
Apr. 30, 2022
shares
Jan. 29, 2021
$ / shares
Schedule Of Reverse Recapitalization [Line Items]          
Recapitalization exchange ratio 1.00656519        
Recapitalization transaction | $ $ 257.6 $ 0.0 $ 257.6    
Proceeds from reverse recapitalization, net of redemptions | $ $ 242.4        
Conversion of stock (in shares) 1 1      
Contingent consideration, equity, earnout period 3 years        
Contingent consideration, equity, stock price trigger (in dollars per share) | $ / shares $ 12.00        
Contingent consideration, equity, threshold trading days | trading_day 10        
Contingent consideration, equity, threshold consecutive trading days | trading_day 20        
Conversion of stock (in shares) 64,884,120        
Capital shares reserved for future issuance (in shares) 60,260,483        
Number of shares issued in transaction (in shares) 60,000,000        
Price per share (in dollars per share) | $ / shares $ 10        
Consideration received on transaction | $ $ 600.0        
Shares issued for business combination and PIPE financing fees (in shares) 1,512,500        
Warrant outstanding (in shares) 24,666,667        
Warrants price per share (in dollars per share) | $ / shares $ 11.50       $ 0.01
Direct and incremental transaction, aggregate cost | $ $ 81.8        
Reverse recapitalization, transaction costs | $ 10.9        
Adjustments to additional paid in capital, stock issued, issuance costs | $ $ 55.8        
Public Warrants          
Schedule Of Reverse Recapitalization [Line Items]          
Warrant outstanding (in shares) 16,666,667 17,398,947      
Warrants price per share (in dollars per share) | $ / shares   $ 0.01      
Private Warrants          
Schedule Of Reverse Recapitalization [Line Items]          
Warrant outstanding (in shares) 8,000,000        
Unvested restricted stock units          
Schedule Of Reverse Recapitalization [Line Items]          
Vested (in shares)   5,269,553      
2021 Stock Plan          
Schedule Of Reverse Recapitalization [Line Items]          
Options and restricted stock units, outstanding, number (in shares) 56,390,023        
Warrant outstanding (in shares) 13,112,602        
Options, restricted stock units and warrants issued (in shares) 70,265,095        
2021 Stock Plan | Unvested restricted stock units          
Schedule Of Reverse Recapitalization [Line Items]          
Vested (in shares) 10,004,612        
Atlas          
Schedule Of Reverse Recapitalization [Line Items]          
Contingent consideration, equity, shares (in shares) 1,875,000        
Common Class A          
Schedule Of Reverse Recapitalization [Line Items]          
Stock-based compensation | $ $ 15.1        
Common Class A | Public Warrants          
Schedule Of Reverse Recapitalization [Line Items]          
Warrants price per share (in dollars per share) | $ / shares   $ 11.50      
Common Class A | 2021 Stock Plan          
Schedule Of Reverse Recapitalization [Line Items]          
Capital shares reserved for future issuance (in shares)       34,175,708  
Common Class B          
Schedule Of Reverse Recapitalization [Line Items]          
Vested (in shares) 10,004,612        
Common Class B | Unvested restricted stock units          
Schedule Of Reverse Recapitalization [Line Items]          
Vested (in shares)   5,002,306      
Series Seed and Series A Redeemable Convertible Preferred Stock          
Schedule Of Reverse Recapitalization [Line Items]          
Conversion of stock (in shares) 64,884,120        
Common Stock          
Schedule Of Reverse Recapitalization [Line Items]          
Shares issued following conversion (in shares) 124,735,762        
Common Stock | Common Class A          
Schedule Of Reverse Recapitalization [Line Items]          
Shares issued following conversion (in shares) 54,987,838        
Common Stock | Common Class B          
Schedule Of Reverse Recapitalization [Line Items]          
Shares issued following conversion (in shares) 69,747,924        
v3.22.4
Reverse Recapitalization and Related Transactions - Transaction Costs (Details)
$ in Millions
Sep. 16, 2021
USD ($)
Reverse Recapitalization [Abstract]  
Cash $ 201.8
Warrant liability (39.5)
Net assets acquired $ 162.3
v3.22.4
Reverse Recapitalization and Related Transactions - Schedule of Common Stock Issued (Details) - USD ($)
$ in Millions
 2 Months Ended 12 Months Ended
Sep. 16, 2021
Sep. 15, 2021
Dec. 31, 2022
Dec. 31, 2021
Reverse Recapitalization [Roll Forward]        
Common stock, beginning balance (in shares) 59,851,643      
Common Stock issued through option exercises between July 1, 2021 and September 16, 2021 (in shares)   4,738,344    
Vesting of unvested shares between July 1, 2021 and September 16, 2021 (in shares)   2,540,925    
Common stock, ending balance (in shares) 232,638,568 59,851,643    
Conversion of stock (in shares) 64,884,120      
Adjustment related to Reverse Recapitalization (in shares) 101,269,813      
Restricted stock units vested at closing (in shares) 10,004,612      
Common stock attributable to PIPE Financing (in shares) 61,512,500      
Conversion of convertible preferred stock to common stock in connection with the reverse recapitalization     $ 0.0 $ 61.5
Series Seed and Series A Redeemable Convertible Preferred Stock        
Reverse Recapitalization [Roll Forward]        
Conversion of stock (in shares) 64,884,120      
Conversion of convertible preferred stock to common stock in connection with the reverse recapitalization $ 61.5      
Additional Paid-in Capital        
Reverse Recapitalization [Roll Forward]        
Stock-based compensation $ 162.3      
Atlas        
Reverse Recapitalization [Roll Forward]        
Common stock attributable to Atlas (in shares) 36,385,693      
Legacy Archer        
Reverse Recapitalization [Roll Forward]        
Common stock, beginning balance (in shares)   52,572,374    
v3.22.4
Property and Equipment, Net (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 15.1 $ 7.3
Less: Accumulated depreciation (3.6) (1.4)
Total property and equipment, net 11.5 5.9
Furniture, fixtures, and equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment 1.5 2.8
Computer hardware    
Property, Plant and Equipment [Line Items]    
Total property and equipment 4.5 2.5
Computer software    
Property, Plant and Equipment [Line Items]    
Total property and equipment 0.7 0.5
Website design    
Property, Plant and Equipment [Line Items]    
Total property and equipment 0.7 0.5
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment 2.9 1.0
Construction in progress    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 4.8 $ 0.0
v3.22.4
Property and Equipment, Net - Depreciation Expense (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Depreciation    
Total depreciation expense $ 3.1 $ 1.3
Research and development    
Depreciation    
Total depreciation expense 2.3 0.9
General and administrative    
Depreciation    
Total depreciation expense $ 0.8 $ 0.4
v3.22.4
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Other Liabilities Disclosure [Abstract]    
Accrued professional fees $ 17.2 $ 6.9
Accrued employee costs 7.8 2.6
Accrued parts and materials 5.2 0.9
Taxes payable 0.3 0.6
Accrued capital expenditures 2.9 0.4
Accrued cloud computing implementation costs 2.0 0.0
Accrued marketing fees 0.2 0.3
Other current liabilities 1.1 0.6
Total $ 36.7 $ 12.3
v3.22.4
Notes Payable - Schedule of Long-term Debt Instruments (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Long-term debt, gross $ 10.0  
Term Loans unamortized discount and loan issuance costs (0.7) $ (1.2)
Total debt, net of discount and loan issuance costs 9.3 18.8
Less current portion, net of discount and loan issuance costs (9.3) (9.5)
Total long-term notes payable, net of discount and loan issuance costs 0.0 9.3
SVB Term Loans | Secured Debt    
Debt Instrument [Line Items]    
Long-term debt, gross 10.0 $ 20.0
Term Loans unamortized discount and loan issuance costs $ (0.7)  
v3.22.4
Notes Payable - Narrative (Details)
 12 Months Ended
Jul. 09, 2021
USD ($)
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
Jan. 01, 2022
installment
Debt Instrument [Line Items]        
Warrant liability, fair value disclosure   $ 1,200,000    
First scenario outside date weighted   95.00%    
Second scenario outside date weighted   5.00%    
Payment of debt issuance costs   $ 0 $ 200,000  
Debt discount and issuance cost amortization   500,000 200,000  
Term Loans unamortized discount and loan issuance costs   $ 700,000 $ 1,200,000  
Stock price        
Debt Instrument [Line Items]        
Warrant liability, measurement input (in dollars per share) | $ / shares   1.87 6.04  
Warrants for Consideration of Term Loan        
Debt Instrument [Line Items]        
Warrants, issued or issuable (in shares) | shares 732,280      
Number of securities called by each warrant or right (in shares) | shares 1      
Public Warrants        
Debt Instrument [Line Items]        
Number of securities called by each warrant or right (in shares) | shares   1    
Public Warrants | Stock price        
Debt Instrument [Line Items]        
Warrant liability, measurement input (in dollars per share) | $ / shares   0.26    
Silicon Valley Bank (“SVB”) | Warrants for Consideration of Term Loan        
Debt Instrument [Line Items]        
Warrants, issued or issuable (in shares) | shares 366,140      
SVB Innovation Credit Fund VIII, L.P. (“SVB Innovation”) | Warrants for Consideration of Term Loan        
Debt Instrument [Line Items]        
Warrants, issued or issuable (in shares) | shares 366,140      
Secured Debt | SVB Term Loans        
Debt Instrument [Line Items]        
Debt instrument, face amount $ 20,000,000      
Number of monthly installments | installment       24
Effective rate   8.50%    
Increase in annual interest rate upon event of default   2.00%    
Interest expense, debt   $ 1,500,000 $ 900,000  
Payment of debt issuance costs   $ 200,000    
Issuance cost amortization period   30 months    
Debt discount and issuance cost amortization   $ 500,000 $ 200,000  
Term Loans unamortized discount and loan issuance costs   $ 700,000    
v3.22.4
Notes Payable - Maturity Schedule (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Debt Disclosure [Abstract]  
2023 $ 10.0
Long-term debt $ 10.0
v3.22.4
Commitment and Contingencies - Narrative (Details)
ft² in Thousands
Mar. 09, 2022
USD ($)
ft²
optionToExtend
Dec. 31, 2022
USD ($)
Apr. 19, 2022
patent
Mar. 31, 2022
USD ($)
Feb. 26, 2022
optionToExtend
Feb. 23, 2022
USD ($)
Jan. 19, 2022
claim
Jan. 14, 2022
ft²
Jun. 24, 2021
USD ($)
Sep. 15, 2020
USD ($)
Debt Instrument [Line Items]                    
Area of sublease | ft² 68             96    
Number of options to extend the term | optionToExtend 1       0          
Commencement term 210 days                  
Expiration term 90 months                  
Option to extend, term 5 years                  
Leasehold improvement allowance $ 6,000,000 $ 6,000,000.0                
Number of patents requested for dismissal | patent     2              
Number of original alleged trade secret violations | claim             52      
Standby Letters of Credit | Line of Credit                    
Debt Instrument [Line Items]                    
Line of credit, borrowing capacity           $ 1,500,000     $ 300,000 $ 300,000
Standby Letters of Credit | Line of Credit | Security Deposit                    
Debt Instrument [Line Items]                    
Line of credit, borrowing capacity       $ 1,200,000            
v3.22.4
Commitment and Contingencies - Lease Costs (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]    
Operating lease cost $ 5.8 $ 2.1
Short-term lease cost 0.2 0.0
Total lease cost $ 6.0 $ 2.1
Weighted-average remaining lease term (in months) 46 months 16 months
Weighted-average discount rate 13.78% 11.06%
v3.22.4
Commitment and Contingencies - Operating Lease Schedule of Maturity (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Mar. 09, 2022
Commitments and Contingencies Disclosure [Abstract]    
2023 $ 4.9  
2024 5.3  
2025 4.9  
2026 4.5  
2027 2.1  
Thereafter 6.7  
Total future lease payments 28.4  
Less: leasehold improvement allowance (6.0) $ (6.0)
Total net future lease payments 22.4  
Less: imputed interest (9.5)  
Present value of future lease payments $ 12.9  
v3.22.4
Commitment and Contingencies - Noncash Lease Activities (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]    
Operating cash outflows from operating leases $ 4.3 $ 1.9
Operating lease liabilities from obtaining right-of-use assets $ 11.7 $ 3.6
v3.22.4
Preferred and Common Stock (Details)
 12 Months Ended
Sep. 16, 2021
$ / shares
shares
Dec. 31, 2022
vote
$ / shares
shares
Dec. 31, 2021
$ / shares
shares
Sep. 15, 2021
shares
Class of Stock [Line Items]        
Preferred stock, authorized (in shares) 10,000,000 10,000,000 10,000,000  
Preferred stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001 $ 0.0001  
Common stock, outstanding (in shares) 232,638,568     59,851,643
Preferred stock, outstanding (in shares)   0 0  
Conversion of stock (in shares) 1 1    
Period following that a founder ceases services to the company   12 months    
Common Class A        
Class of Stock [Line Items]        
Common stock, authorized (in shares) 700,000,000 700,000,000 700,000,000  
Common stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001 $ 0.0001  
Common stock, issued (in shares)   177,900,738 162,789,591  
Common stock, outstanding (in shares)   177,900,738 162,789,591  
Voting rights, votes per share | vote   1    
Common Class A | Common Stock        
Class of Stock [Line Items]        
Conversion of stock (in shares)   8,406,170 5,337,446  
Common Class B        
Class of Stock [Line Items]        
Common stock, authorized (in shares) 300,000,000 300,000,000 300,000,000  
Common stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001 $ 0.0001  
Common stock, issued (in shares)   63,738,197 74,937,945  
Common stock, outstanding (in shares)   63,738,197 74,937,945  
Voting rights, votes per share | vote   10    
Conversion period   10 years    
Common stock, conversion terms, percent of shareholders needed   66.67%    
Percentage of Class B represents the aggregate of Class A   0.10    
Percentage of founder shares held   0.80    
Common Class B | Common Stock        
Class of Stock [Line Items]        
Conversion of stock (in shares)   (8,406,170) (5,337,446)  
v3.22.4
Stock-Based Compensation​ - Narrative (Details)
$ / shares in Units, $ in Millions
 1 Months Ended 2 Months Ended 12 Months Ended
Aug. 09, 2022
USD ($)
aircraft
$ / shares
shares
Apr. 14, 2022
shares
Apr. 13, 2022
tranche
shares
Sep. 16, 2021
tranche
$ / shares
shares
Jul. 19, 2021
installment
$ / shares
shares
Jan. 29, 2021
aircraft
installment
milestone
$ / shares
shares
Jul. 31, 2022
shares
Jun. 30, 2022
Dec. 31, 2021
shares
Aug. 31, 2021
shares
Sep. 15, 2021
shares
Dec. 31, 2022
USD ($)
milestone
shares
Dec. 31, 2021
USD ($)
shares
Apr. 30, 2022
shares
Nov. 06, 2020
milestone
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Capital shares reserved for future issuance (in shares)       60,260,483                      
Total stock-based compensation expense | $                       $ 102.8 $ 123.6    
Granted (in shares)                       0      
Founder grants, vesting percentage upon achievements                     25.00%        
Option to purchase of additional aircraft | aircraft           100                  
Warrants price per share (in dollars per share) | $ / shares       $ 11.50   $ 0.01                  
Number of conditional purchased aircraft | aircraft           200                  
Valuation of common stock, per share (in dollars per share) | $ / shares           $ 13.35                  
Valuation of common stock, PWERM weighted percentage           80.00%                  
Valuation of common stock, OPM weighted percentage           20.00%                  
Grant date fair value (in dollars per share) | $ / shares           $ 13.35                  
Other warrant expense | $                       $ 10.8 $ 117.3    
Class of warrant or right, vested during the period (in shares)                         8,845,058    
Research and development warrant expense | $                       $ 2.9 $ 7.0    
Shares vested (in shares)                     2,540,925        
Warrants For Collaboration Agreement With United Airlines Inc.                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Class of warrant or right, vested during the period (in shares)                       737,088      
United Airlines Inc.                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Purchase agreement, pre delivery payment received | $ $ 10.0                            
Number of conditional purchased aircraft | aircraft 100                            
United Airlines Inc. | Warrants For Collaboration Agreement With United Airlines Inc.                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Warrants, issued or issuable (in shares)           14,741,764                  
Warrants price per share (in dollars per share) | $ / shares           $ 0.01                  
Number of vesting installments | installment           4                  
Number of vesting milestones | milestone           4                  
FCA US LLC                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Valuation of common stock, per share (in dollars per share) | $ / shares                             $ 0.15
FCA US LLC | Warrants For Collaboration Agreement With FCA US LLC                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Warrants price per share (in dollars per share) | $ / shares                             $ 0.01
Number of vesting milestones | milestone                       7     7
Class of warrant or right, vested during the period (in shares)                       1,671,202      
Number of securities called by warrants or rights (in shares)                             1,671,202
Research and development warrant expense | $                       $ 0.1 0.2    
FCA Italy S.p.A.                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Number of vesting installments | installment         2                    
Valuation price of warrants or rights (in dollars per share) | $ / shares         $ 8.98                    
FCA Italy S.p.A. | Warrants For Collaboration Agreement With FCA Italy S.p.A                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Warrants price per share (in dollars per share) | $ / shares         $ 0.01                    
Number of securities called by warrants or rights (in shares)         1,077,024                    
Research and development warrant expense | $                       $ 6.8      
Related service period         12 months                    
Shares vested (in shares)                       1,077,024      
Sub Milestone One | United Airlines Inc. | Amended United Warrant Agreement                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Class of warrant or right, vested and expected to vest (in shares) 737,088                            
Sub Milestone Two | United Airlines Inc. | Amended United Warrant Agreement                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Class of warrant or right, vested and expected to vest (in shares) 2,211,264                            
Sub Milestone Three | United Airlines Inc. | Amended United Warrant Agreement                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Number of conditional purchased aircraft | aircraft 160                            
Class of warrant or right, vested and expected to vest (in shares) 3,685.45                            
Sub Milestone Four | United Airlines Inc. | Amended United Warrant Agreement                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Number of conditional purchased aircraft | aircraft 40                            
Class of warrant or right, vested and expected to vest (in shares) 22,112.65                            
Sub Milestone One and Two                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Class of warrant or right, fair value of each warrant (in dollars per share) | $ / shares $ 4.37                            
Other warrant expense | $                       $ 10.8      
General and Administrative                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Total stock-based compensation expense | $                       76.7 119.9    
Research and Development                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Total stock-based compensation expense | $                       26.1 3.7    
Research and Development | Warrants For Collaboration Agreement With FCA Italy S.p.A                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Research and development warrant expense | $                       2.8      
Employee Stock                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Percentage of outstanding stock maximum                   1.00%          
Purchase price of common stock, percent                   85.00%          
Number of shares authorized (in shares)                   4,969,059          
Number of additional shares authorized (in shares)                   9,938,118          
Total stock-based compensation expense | $                       0.1      
Unvested stock options | $                       0.5      
Options to purchase common stock                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Total stock-based compensation expense | $                       3.8 3.9    
Unvested stock options | $                       $ 8.7      
Weighted-average period                       1 year 1 month 6 days      
Unvested restricted stock units                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Total stock-based compensation expense | $                       $ 22.8      
Issuance of stock and warrants for services or claims | $                         $ 1.6    
Restricted stock units, annual Incentive bonus, percentage of annual bonus target amount                       25.00%      
Weighted-average period                       1 year 7 months 6 days      
Issued (in shares)       20,009,224               13,710,027      
Holders ownership once grants are fully vested       18.00%                      
Milestone achievement period       7 years                      
Founder grants, number of tranches | tranche       4                      
Vested (in shares)                       5,269,553      
Forfeited (in shares)                       1,543,238      
Shares outstanding (in shares)                 36,249,396     43,146,632 36,249,396    
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $                       $ 263.2      
Unvested restricted stock units | General and Administrative                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Total stock-based compensation expense | $                       $ 64.9 $ 118.1    
Common Class A | United Airlines Inc. | Warrants For Collaboration Agreement With United Airlines Inc.                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Number of securities called by each warrant or right (in shares)           1                  
Common Class B                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Vested (in shares)       10,004,612                      
Common Class B | Unvested restricted stock units                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Award vesting period (in years)     15 months                        
Vested (in shares)                       5,002,306      
Forfeited (in shares)   5,002,306                          
Shares outstanding (in shares)     15,006,918                        
Number of tranches | tranche     3                        
2021 Plan                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Conversion ratio             1   1            
2021 Plan | Cliff Vesting                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Award vesting period (in years)                         1 year    
2021 Plan | Unvested restricted stock units                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Issued (in shares)                 6,265,293     9,692,806      
Vested (in shares)       10,004,612                      
2021 Plan | Unvested restricted stock units | Minimum                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Award vesting period (in years)                 3 years            
Award vesting rights, percentage                         25.00%    
2021 Plan | Unvested restricted stock units | Maximum                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Award vesting period (in years)                 4 years            
Award vesting rights, percentage                         33.00%    
2021 Plan | Common Class A                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Capital shares reserved for future issuance (in shares)                           34,175,708  
Percentage of outstanding stock maximum               5.00%              
2021 Employee Stock Purchase Plan | Common Class A                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Number of additional shares authorized (in shares)                       1,627,895      
Quarterly Equity Awards                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Total stock-based compensation expense | $                       $ 9.5      
2019 Plan                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Granted (in shares)                         1,277,622    
Amended and Restated 2021 Plan                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Conversion ratio                       1      
Amended and Restated 2021 Plan | Share-based Payment Arrangement, Tranche One                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Award vesting period (in years)                       1 year      
Amended and Restated 2021 Plan | Unvested restricted stock units | Minimum                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Award vesting period (in years)                       3 years      
Award vesting rights, percentage                       25.00%      
Amended and Restated 2021 Plan | Unvested restricted stock units | Maximum                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Award vesting period (in years)                       4 years      
Award vesting rights, percentage                       33.00%      
Amended and Restated 2021 Plan | Restricted Stock Units, Quarterly Equity Awards                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Issued (in shares)                       1,865,582      
Amended and Restated 2021 Plan | Restricted Stock Units, Three And A Half Year Vesting                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Issued (in shares)             2,151,639                
Award vesting period (in years)             3 years 6 months                
v3.22.4
Stock-Based Compensation​ - Employee Stock Purchase Plan (Details) - Employee Stock
Dec. 01, 2022
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Share price (in dollars per share) $ 2.58
Risk-free interest rate 4.65%
Term (in years) 6 months
Volatility 87.00%
Dividend yield 0.00%
Grant date fair value (in dollars per share) $ 1.00
v3.22.4
Stock-Based Compensation​ - Employee and Non Employee Stock Option (Details) - USD ($)
$ / shares in Units, $ in Millions
 2 Months Ended 12 Months Ended
Sep. 15, 2021
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]      
Exercised (in shares) (4,738,344)    
Employee stock options      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]      
Outstanding period start (in shares)   9,444,221  
Exercised (in shares)   (3,644,154)  
Expired/forfeited (in shares)   (464,093)  
Outstanding period end (in shares)   5,335,974 9,444,221
Exercisable (in shares)   1,080,723  
Vested and expected to vest (in shares)   5,335,974  
Weighted Average Exercise Price      
Beginning Balance (in dollars per share)   $ 0.12  
Exercise (in dollars per share)   0.12  
Expired/forfeited (in dollars per share)   0.11  
Ending Balance (in dollars per share)   0.12 $ 0.12
Exercisable, Weighted average exercise price per share (in dollars per share)   0.13  
Vested and expected to vest (in dollars per share)   $ 0.12  
Employee and Non Employee stock option Additional Disclosures      
Weighted average remaining contractual life (in years)   7 years 7 months 28 days 8 years 7 months 28 days
Exercisable, weighted average remaining contractual term (Years)   7 years 9 months 7 days  
Vested and expected, weighted average remaining contractual term (Years)   7 years 7 months 28 days  
Aggregate intrinsic value   $ 9.4 $ 55.9
Exercised, aggregate intrinsic value   12.8  
Exercisable as of December 31, 2022   1.9  
Vested and expected, aggregate intrinsic value   $ 9.4  
v3.22.4
Stock-Based Compensation​ - Black-Scholes Option (Details)
 12 Months Ended
Dec. 31, 2021
$ / shares
Employee stock options  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Risk-free interest rate 0.62%
Expected term (in years) 6 years 3 months 25 days
Volatility 87.94%
Dividend yield 0.00%
Grant date fair value (in dollars per share) $ 13.65
Non-employee stock options  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Risk-free interest rate 1.08%
Expected term (in years) 10 years
Volatility 88.03%
Dividend yield 0.00%
Grant date fair value (in dollars per share) $ 13.68
v3.22.4
Stock-Based Compensation​ - Restricted Stock Activity (Details) - Unvested restricted stock units - $ / shares
 12 Months Ended
Sep. 16, 2021
Dec. 31, 2022
Number of Shares [Abstract]    
Beginning balance (in shares)   36,249,396
Issued (in shares) 20,009,224 13,710,027
Vested (in shares)   (5,269,553)
Forfeited (in shares)   (1,543,238)
Ending Balance (in shares)   43,146,632
Weighted Average Grant Price [Abstract]    
Beginning Balance (in dollars per share)   $ 6.53
Granted (in dollars per share)   3.35
Vested (in dollars per share)   4.78
Forfeited (in dollar per share)   6.79
Ending Balance (in dollars per share)   $ 5.72
v3.22.4
Stock-Based Compensation​ - Monte Carlo simulation of market award grant (Details) - Unvested restricted stock units
Sep. 16, 2021
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Share price (in dollars per share) $ 9.92
Term (in years) 7 years
Volatility 55.00%
Risk-free interest rate 1.13%
Dividend yield 0.00%
v3.22.4
Stock-Based Compensation​ - Stock-based Compensation Expense Included in Respective Expense Category (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense $ 102.8 $ 123.6
Research and development    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense 26.1 3.7
General and administrative    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense $ 76.7 $ 119.9
v3.22.4
Stock-Based Compensation​ - Schedule of Share-based Compensation, Warrant Activity (Details) - Warrants - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Number of Shares    
Beginning balance (in shares) 8,644,932  
Issued (in shares) 91,667  
Ending Balance (in shares) 8,736,599 8,644,932
Vested (in shares) 3,576,981  
Weighted Average Exercise Price    
Beginning Balance (in dollars per share) $ 0.01  
Issued (in dollars per share) 0.01  
Ending Balance (in dollars per share) 0.01 $ 0.01
Vested (in dollars per share) $ 0.01  
Weighted Average Remaining Contractual Life (Years)    
Outstanding (in years) 7 years 10 months 2 days 8 years 10 months 13 days
Vested (in years) 4 years 7 months 2 days  
Aggregate Intrinsic Value (In millions)    
Outstanding at period start $ 52.1  
Outstanding at period end 16.3 $ 52.1
Vested $ 6.7  
v3.22.4
Income Taxes - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Operating Loss Carryforwards [Line Items]    
Loss before income taxes $ (317,300,000) $ (347,800,000)
Current income tax expense (benefit) 0 0
Deferred income tax expense (benefit) 0 0
Valuation allowance 129,700,000 47,100,000
Valuation allowance increased 82,600,000 39,900,000
Unrecognized tax benefits 0 0
Income tax matters accrued interest or penalties 0 0
Domestic Tax Authority    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards 173,500,000 81,400,000
Domestic Tax Authority | Research Tax Credit Carryforward    
Operating Loss Carryforwards [Line Items]    
Tax credit carryforward, amount 14,900,000 3,900,000
State and Local Jurisdiction    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards 120,100,000 76,700,000
State and Local Jurisdiction | Research Tax Credit Carryforward    
Operating Loss Carryforwards [Line Items]    
Tax credit carryforward, amount $ 9,300,000 $ 3,100,000
v3.22.4
Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]    
Federal income tax (benefit) 21.00% 21.00%
State and local income taxes (net of federal benefit) 2.50% 2.60%
Nondeductible expenses (0.20%) (0.20%)
Warrant expense (0.70%) (7.10%)
Nondeductible officers’ compensation (4.70%) (6.90%)
Other 0.80% 0.80%
Credits 4.90% 1.30%
Change in valuation allowance (23.60%) (11.50%)
Effective tax rate (0.00%) (0.00%)
v3.22.4
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Deferred Tax Assets:    
Net operating loss carryforwards $ 43.4 $ 22.4
Accrued expenses 1.5 0.7
Operating lease liabilities 3.3 1.2
Stock-based compensation 3.7 1.3
Warrants 2.5 2.0
Capitalized R&D expenses 51.7 14.9
Credits 21.1 6.1
Start-up costs 4.7 0.0
Other 0.9 0.1
Gross deferred tax assets 132.8 48.7
Less: valuation allowance (129.7) (47.1)
Deferred tax assets, net of valuation allowance 3.1 1.6
Deferred Tax Liabilities:    
Depreciation and amortization 0.0 (0.3)
Right-of-use assets (3.1) (1.3)
Total deferred tax liabilities (3.1) (1.6)
Total net deferred tax assets $ 0.0 $ 0.0
v3.22.4
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Changes in uncertain income tax positions    
Beginning balance $ 0.3 $ 2.0
Increases related to current year tax positions 1.2 0.3
Decreases based on tax positions related to prior years   (2.0)
Ending balance $ 1.5 $ 0.3
v3.22.4
401(k) Savings Plan​ (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Retirement Benefits [Abstract]    
Employer matching contribution, percent of match 50.00%  
Defined contribution plan, cost $ 2.1 $ 0.8
v3.22.4
Liability Classified Warrants (Details)
 12 Months Ended
Dec. 31, 2022
d
$ / shares
shares
Sep. 16, 2021
$ / shares
shares
Jan. 29, 2021
$ / shares
Class of Warrant or Right [Line Items]      
Warrant outstanding (in shares) | shares   24,666,667  
Redemption price of warrants (in dollars per share) | $ / shares   $ 11.50 $ 0.01
Public Warrants      
Class of Warrant or Right [Line Items]      
Warrant outstanding (in shares) | shares 17,398,947 16,666,667  
Exercisable term from closing of initial public offering 12 months    
Warrants outstanding, term 5 years    
Redemption price of warrants (in dollars per share) | $ / shares $ 0.01    
Redemption period 30 days    
Warrant redemption condition minimum share price (in dollars per share) | $ / shares $ 18.00    
Threshold trading days | d 20    
Threshold consecutive trading days | d 30    
Threshold number of business days before sending notice of redemption to warrant holders | d 3    
Number of securities called by each warrant or right (in shares) | shares 1    
Public Warrants | Common Class A      
Class of Warrant or Right [Line Items]      
Redemption price of warrants (in dollars per share) | $ / shares $ 11.50    
Private Placement Warrants      
Class of Warrant or Right [Line Items]      
Warrant outstanding (in shares) | shares 8,000,000    
Exercisable term after business combination 30 days    
v3.22.4
Subsequent Events (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
Jan. 03, 2023
Mar. 03, 2023
Sep. 16, 2021
Jan. 29, 2021
Subsequent Event [Line Items]        
Warrants price per share (in dollars per share)     $ 11.50 $ 0.01
Subsequent Event        
Subsequent Event [Line Items]        
Warrants price per share (in dollars per share) $ 0.01      
Subsequent Event | Common Class A        
Subsequent Event [Line Items]        
Sale of stock value $ 150.0      
Purchase of warrants (in shares)   15.0