0001628280-22-004256 | 10-K | XBRL Viewer

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (93,981)	$ (106,780)	$ (51,661)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,477	3,718	2,032
Stock-based compensation	25,363	12,057	1,235
Deferred income taxes	(2,477)	0	0
Change in right-of-use asset	2,180	1,887	1,291
Interest expense on notes and convertible debt	36	1,030	2,446
Amortization of debt issuance costs and debt discount	250	258	344
Change in fair value of warrant liabilities	(2,947)	48,440	6
Change in fair value of derivative liability	0	5,308	0
Gain on extinguishment of tranche right liability	0	(1,610)	0
Provision for doubtful accounts	379	67	169
Inventory write down	808	797	4,764
Write-off of property and equipment	0	0	555
Services exchanged for common stock	0	0	28
Changes in operating assets and liabilities:
Accounts receivable	(8,007)	(1,457)	(594)
Inventory	(3,440)	(3,146)	(5,380)
Prepaid expenses and other assets	350	(1,442)	(538)
Accounts payable	(2,442)	144	2,109
Accrued and other liabilities	9,060	(417)	2,632
Operating lease liability	(1,670)	(971)	375
Net cash used in operating activities	(71,061)	(42,117)	(40,187)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(4,283)	(3,509)	(7,494)
Acquisition, net of cash acquired	(10,946)	0	0
Net cash used in investing activities	(15,229)	(3,509)	(7,494)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the merger and private offering	291,442	0	0
Payment of offering costs	(26,620)	0	0
Repayment of debt	(7,000)	(3,000)	0
Proceeds from issuance of promissory notes to related parties	5,000	0	0
Repayment of promissory notes to related parties	(5,000)	0	0
Repurchase of common stock	(45)	0	0
Proceeds from exercise of stock options	526	1,337	7
Proceeds from exercise of warrants	1	0	0
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost of $265	0	41,526	0
Proceeds from issuance of convertible notes	0	0	40,498
Proceeds from issuance of debt	0	0	10,000
Net cash provided by financing activities	258,304	39,863	50,505
Net increase (decrease) in cash, cash equivalents and restricted cash	172,014	(5,763)	2,824
Cash, cash equivalents and restricted cash at beginning of period	12,642	18,405	15,581
Cash, cash equivalents and restricted cash at end of period	184,656	12,642	18,405
SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES:
Cash paid for interest	635	1,228	792
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Property and equipment purchases included in accounts payable and accrued liabilities	377	232	825
Right-of-use assets obtained in exchange for operating lease liability	6,265	6,409	3,939
Equity issued in connection with acquisition	61,105	0	0
Issuance of redeemable convertible preferred stock upon exercise of warrants	58,097		0
Conversion of redeemable convertible preferred stock to common stock	97,322	40,016	0
Issuance of common stock pursuant to the conversion of convertible notes and accrued interest	0	78,311	0
Transaction Costs Incurred But Not Yet Paid	0	3,373	0
Reclassification of common stock on exercise of stock options with notes receivable from stockholders	0	44	0
Issuance of warrants per loan agreement amendment	0	0	53
Issuance of common stock on exercise of stock options with notes receivable from stockholders	$ 0	$ 0	$ 44

Stock-based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Mar. 11, 2021	Oct. 12, 2020	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 22, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares underlying outstanding options, options granted (in shares)				645,796	37,663,242	913,090
Options granted, weighted average grant date fair value (in dollars per share)				$ 5.90	$ 1.10	$ 4.39
Options assumed, weighted average grant date fair value (in dollars per share)				$ 3.11
Unamortized stock-based compensation expense of option				$ 26,400
Proceeds from exercise of stock options and purchase of shares				$ 500	$ 400	$ 100
Management and Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Promissory notes, percentage forgiven			50.00%
Certain Executives
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Proceeds from noteholders debt			$ 500
Promissory Note \| Notes Payable, Other Payables \| Management and Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Promissory notes		$ 1,100
Interest rate		0.38%
2021 Incentive Award Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares reserved for issuance (in shares)	18,558,576
Increase in number of shares authorized, annual increase percentage	5.00%
2015 Stock Plan \| Management and Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vested options, exercised in period (in shares)		2,883,672
Unvested options, exercised in period (in shares)		4,603,833
Stock-based compensation, unvested shares outstanding (in shares)				1,501,976	6,212,254
Stock-based compensation, related liabilities				$ 300	$ 600
Stock-based compensation, number of options early exercised (in shares)				0	9,507,478
2015 Stock Plan \| Certain Executives
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation cost upon forgiveness of promissory notes				$ 500
Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unamortized stock-based compensation expense, period for recognition				1 year 7 months 6 days
Option \| Sense Photonics Inc.
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement, number of shares assumed in business combination							823,114
Option \| 2021 Incentive Award Plan \| Share-based Payment Arrangement, Monthly Vesting for Thirty Six Month
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage	2.78%
Option \| 2021 Incentive Award Plan \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period			5 years
Number of shares underlying outstanding options, options granted (in shares)			1,614,492
Common stock price to option exercise price, threshold percentage				130.00%
Threshold number of consecutive trading days			30 days
Option \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Option \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Two
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Option \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Three
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Option \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Five
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Option \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Four
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Option \| 2015 Stock Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Minimum exercise price as percentage of fair value of shares on grant date				100.00%
Award vesting period				4 years
Option \| 2015 Stock Plan \| A Shareholder with 10% Ownership
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Option expiration period				5 years
Minimum exercise price as percentage of fair value of shares on grant date				110.00%
Shareholder ownership percentage				10.00%
Option \| 2015 Stock Plan \| Maximum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Option expiration period				10 years
Restricted Stock Award
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock granted in period, other than options (in shares)				0	1,617,264
RSAs vested in period, fair value (less than)				$ 100	$ 1,100	$ 100
Restricted Stock Award \| 2021 Incentive Award Plan \| Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				4 years
Restricted Stock Award \| 2015 Stock Plan \| Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, vested percentage				100.00%
Restricted Stock Award \| 2015 Stock Plan \| Employee \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				25.00%
Restricted stock units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				3 years 6 months
Stock granted in period, other than options (in shares)				5,224,504
RSU, cost not yet recognized				$ 61,000
Restricted stock units \| Sense Photonics Inc.
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement, number of shares assumed in business combination							4,490,980
Restricted stock units \| 2021 Incentive Award Plan \| Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				4 years
Award vesting rights, vested percentage				100.00%
Restricted stock units \| 2021 Incentive Award Plan \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period			5 years
Stock granted in period, other than options (in shares)			807,246
Restricted stock units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Restricted stock units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Two
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Restricted stock units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Three
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Restricted stock units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Five
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Restricted stock units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Four
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage			20.00%
Restricted stock units \| 2021 Incentive Award Plan \| Several Members of the Board of Directors
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock granted in period, other than options (in shares)			152,628
Restricted stock units \| 2015 Stock Plan \| Employee \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				25.00%
Performance Stock Unit \| 2021 Incentive Award Plan \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period			4 years
Stock granted in period, other than options (in shares)			807,246
Percentage of performance stock units			25.00%
Number of common stock received upon vesting of each performance stock unit (in shares)			1
Performance Stock Unit \| 2021 Incentive Award Plan \| Minimum \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Performance stock, stock price increase percentage			150.00%
Performance Stock Unit \| 2021 Incentive Award Plan \| Maximum \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Performance stock, stock price increase percentage			300.00%

Income taxes - Schedule of Income (Loss) before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ (96,956)	$ (106,508)	$ (51,600)
Foreign	181	103	(60)
Loss before income taxes	$ (96,775)	$ (106,405)	$ (51,660)

- Definition

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

+ References

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+ Details

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Acquired private placement warrants	$ 19,377

Income taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal statutory rate	$ (20,323)	$ (22,344)	$ (10,849)
State income taxes, net of federal benefit	(644)	1,330	(3,810)
Stock compensation	1,271	2,786	185
Foreign rate differential	(2)	0	13
Tax credits	(539)	(539)	(787)
Fair value changes - warrants	(619)	11,192	0
Convertible debt cancellation of indebtedness income	0	15,079	0
Valuation allowance	20,058	(6,812)	14,559
Non-deductible expenses	(2,031)	(485)	0
Other	35	168	690
(Benefit from) provision for income taxes	$ (2,794)	$ 375	$ 1

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”). All intercompany balances and transactions have been eliminated in consolidation.
Merger	The Merger was accounted for as a reverse recapitalization. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, inventory write downs, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. Due to the novel coronavirus (“COVID-19”) pandemic, there is ongoing uncertainty and significant disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstances that would require an update to estimates, judgments or assumptions or a revision to the carrying value of the Company’s assets or liabilities as of the date these financial statements were available to be issued. These estimates, judgments and assumptions may change in the future, as new events occur, or additional information is obtained.
Business Combinations	Business Combinations Business combinations are accounted for under the acquisition method. The Company recognizes the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. The Company assesses the fair value of assets acquired, including intangible assets, and liabilities assumed using a variety of methods. Each asset acquired and liability assumed is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset, future cash inflows and outflows, probabilities of success, asset lives, and the appropriate discount rates. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations within other income (expense), net.
Foreign Currencies	Foreign Currencies The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s wholly-owned foreign subsidiaries is generally the same as the entity’s local currency. Accordingly, the asset and liability accounts of our foreign operations are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive loss in the consolidated balance sheets. Foreign currency translation adjustments are recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.
Segment Information	Segment Information The Company operates as one reportable and operating segment, which relates to the sale of lidar sensor kits. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.
Revenue Recognition	Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of this standard, the Company performs the following five steps: 1) Identify the contract with a customer The Company considers the terms and conditions of revenue contracts and its customary business practices in identifying contracts with its customers. It is determined that a contract with a customer exists when the contract is approved, each party’s rights regarding the product or services to be transferred and the payment terms for the product or services can be identified, it is determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgement in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. Accounts receivable are due under normal trade terms, typically three months or less. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the product or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) sale of lidar sensor kits and (ii) product development and validation services. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring product or services to the customer. Variable consideration is included in the transaction price if the Company judges that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company does not have a material amount of variable consideration in its agreements with customers. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price. The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In 2021, 2020 and 2019 the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to a customer. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. The Company generates all of its revenue from contracts with customers and applies judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For these service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred to the customer as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) as the services are provided. The Company did not have any revenue from services that were recognized over time in 2021. Costs to obtain a contract The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The incremental cost of obtaining a contract for the years ended December 31, 2021 and 2020 was $2.2 million and $0.3 million, respectively. No commission plan was in place and no expense was recognized for 2019. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2021 and 2020. Actual returns in subsequent periods have been consistent with estimated amounts. Remaining performance obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The deferred revenue balance represents the remaining performance obligations for contracts with an original duration of greater than one year. For the years ended December 31, 2021, 2020 and 2019, the Company recognized less than $0.1 million, $0.5 million and less than $0.1 million of revenue that was deferred as of December 31, 2020, 2019 and 2018 respectively. Deferred revenue was $0.2 million as of December 31, 2021, relating primarily to the development and validation services. All of the deferred revenue balance at December 31, 2021 is expected to be recognized in the year ending December 31, 2022.
Cost of Revenue	Cost of Revenue Cost of revenue consists of the manufacturing cost of digital lidar sensors, which primarily consists of sensor components, personnel-related costs directly associated with the manufacturing, and amounts paid to our third-party contract manufacturer and vendors. Cost of revenue also includes depreciation of manufacturing equipment, an allocated portion of overhead, facility and IT costs, stock-based compensation for manufacturing personnel, reserves for estimated warranty expenses, excess and obsolete inventory and shipping costs.
Research and development	Research and development Expenditures incurred in the research and development of new products and enhancements to existing products are charged to expense as incurred. Research and development costs include, but are not limited to payroll and personnel expenses, laboratory supplies, prototype materials consumed during product development and the inventory materials consumed during pilot manufacturing runs, and consulting costs.
Sales and marketing	Sales and marketing Selling and marketing expenses consist of personnel-related expenses, including salaries, benefits, and stock-based compensation, for all personnel directly involved in business development, customer support, and marketing activities, and marketing expenses including trade shows, advertising, and demonstration equipment. Sales and marketing costs are charged to expense as incurred.
Net loss per common share	Net loss per common share The Company follows the two-class method when computing net loss per common share. The two-class method determines net loss per common share for common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per common share attributable to common stockholders is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s foreign currency translation adjustment is the only component of other comprehensive loss that is excluded from the reported net loss for all periods presented.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of cash deposited with banks and a money market account. Restricted Cash Restricted cash consists of certificates of deposit held by banks as security for outstanding letters of credit.
Accounts Receivable	Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The allowance is determined using a combination of factors including historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Inventory	InventoryInventory consists principally of raw materials, work-in-process, and finished goods and is stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on purchase commitments, production needed to fulfil the warranty obligations, consideration of product marketability and product development plans, historical revenue and assumptions about future demand and market conditions.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and resulting gain or loss is reflected in the consolidated statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see Note 5).
Impairment of Long-Lived Assets	Impairment of Long-Lived AssetsThe Company evaluates events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no triggering events identified.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test.The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit.
Intangible Assets	Intangible Assets Intangible assets consist primarily of developed technology, vendor relationship and customer relationships. Acquired intangible assets are initially recorded at the acquisition-date fair value. Intangible assets are amortized on a straight-line basis over their estimated useful lives, generally 3 to 8 years.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: •Level I - Quoted prices for identical instruments in active markets. •Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. •Level III - Instruments whose significant value drivers are unobservable. Non-Recurring Fair Value Measurements The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.
Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because while it was not mandatorily redeemable, in the event of certain events considered not solely within the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred stock would become redeemable at the option of the holders of such shares. The Company did not adjust the carrying values of the redeemable convertible preferred stock to the liquidation preferences of such shares because it was not probable that a deemed liquidation event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock.
Warrant Liabilities	Warrant Liabilities Warrant liabilities consist of redeemable convertible preferred stock warrants and Private Placement warrants. The Company’s redeemable convertible preferred stock warrants were accounted for as a liability as the underlying redeemable convertible preferred stock were contingently redeemable and would obligate the Company to transfer assets to the holders at a future date upon occurrence of a deemed liquidation event. The Private Placement warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement warrants are redeemable by the Company and exercisable by such holders subject to certain conditions, such as the reported closing price of our common stock equaling or exceeding $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 ending three business days before the Company sends the notice of redemption to the holders of Private Placement warrants. The Company evaluated the Private Placement warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Private Placement warrants includes a provision, the application of which could result in a different settlement value for the Private Placement warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement warrants are not considered to be “indexed to the Company’s own stock.” This provision precludes the Company from classifying the Private Placement warrants in stockholders’ equity. As the redeemable convertible preferred stock warrants and Private Placement warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. The Company’s redeemable convertible preferred stock warrants were exercised in 2021 and no redeemable convertible preferred stock warrants were outstanding as of December 31, 2021.
Concentrations of credit risk	Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the U.S. and UK, Hong Kong, China and European Union. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of December 31, 2021 and 2020, the Company had cash, cash equivalents and restricted cash on deposit with financial institutions in US of $184.2 million and $12.5 million. As of December 31, 2021 and 2020, the Company also had cash on deposit with financial institutions in countries other than the US of approximately $0.5 million and $0.1 million, respectively, that was not federally insured. The Company generally does not require collateral or other security deposits for accounts receivable. To reduce credit risk, the Company considers customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms when determining the collectability of specific customer accounts. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.
Deferred transaction costs	Deferred transaction costs The Company capitalizes certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the merger with Colonnade Acquisition Corp, until such financings are consummated. After consummation of the equity financing, these costs will be recorded as a reduction of the proceeds received as a result of the equity financing. In the event that a planned equity financing does not occur or is significantly delayed, all related deferred offering costs are expensed immediately within the Company’s consolidated statements of operations and comprehensive loss.
Stock-based compensation	Stock-based compensation The Company measures and recognizes stock-based compensation expense for stock-based awards granted to employees, directors, and consultants over the requisite service periods based on the estimated grant date fair value, which for options is using the Black-Scholes-Merton option pricing model using the following variables: •Common Stock Valuation – The fair value of the shares of common stock underlying the Company’s stock-based awards issued after the Merger is based on the grant date closing fair market value of the Company’s common stock. Before closing of the Merger, the fair value of the shares of common stock underlying the Company’s stock-based awards was historically determined by management and approved by the Board of Directors. Because there was no public market for the Company’s common stock, the Board of Directors determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors, including contemporaneous valuations performed by an unrelated third-party specialist, valuations of comparable public companies, operating and financial performance, the lack of liquidity of capital stock, and general and industry-specific economic outlook. Valuations performed by the third-party valuation specialist used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“AICPA” Accounting and Valuation Guide). In relation to options, the Board intends all options granted to be exercisable at a price per share not less than the per share fair value of the common stock underlying those options on the date of grant. •Expected Term – The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the options. •Expected Volatility – The expected volatility is based on the historical volatility for the period commensurate with the expected term of the awards for a peer group of comparable companies with publicly traded shares. •Expected Dividends – The Company does not currently pay cash dividends on its common stock and does not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is 0%. •Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. The fair values of the restricted stock awards and restricted stock units were determined based on the fair value of the Company’s common stock on the grant date. The Company recognizes stock-based compensation expense over the requisite service period. Forfeitures are accounted for as they occur. The Company’s policy for issuing stock upon stock option exercise is to issue new common stock.
Employee loan notes for purchase of common stock	Employee loan notes for purchase of common stockCertain executives and employees of the Company exercised stock options early or purchased stock in exchange for promissory notes in the year ended December 31, 2020. These notes were secured by the underlying shares purchased (the notes were 50% recourse and 50% non-recourse) and the Company had the right to repurchase such unvested shares upon employee termination at the original issuance price. The Company accounted for the notes as non-recourse in their entirety and did not record the notes in the consolidated financial statements as the Company did not consider the recourse rights to be substantive.
Income taxes	Income taxes Deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (NOL) and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to its history of operating losses, the Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2021 and December 31, 2020. The Company accounts for uncertainty in income taxes using a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of the related appeals or litigation processes, if any. An uncertain tax position that meets a more likely than not standard based on its technical merit would then be evaluated under the measurement step to determine the largest tax benefit that the taxpayer more likely than not will realize. The Company classifies any liabilities for unrecognized tax benefits as current to the extent that the Company anticipates payment of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements not yet adopted	Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASC 842, Leases, a new standard requiring lessees to recognize operating and finance lease liabilities on the balance sheet, as well as corresponding right-of-use (“ROU”) assets. This standard also made some changes to lessor accounting and aligns key aspects of the lessor accounting model with the revenue recognition standard. In addition, disclosures are required to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASC 842 requires adoption using the modified retrospective approach, with the option of applying the requirements of the standard either i) retrospectively to each prior comparative reporting period presented, or ii) retrospectively at the beginning of the period of adoption. The new standard also eliminates the previous build-to-suit lease accounting guidance, which results in the derecognition of build-to-suit assets and liabilities that remained on the balance sheet as of the ASC 842 adoption date. The Company adopted ASC 842 on January 1, 2019 on a modified retrospective basis, reflecting an immaterial cumulative effect as an adjustment to retained earnings. The Company elected the permitted practical expedients not to reassess the following related to leases that commenced before the effective date of ASC 842: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company also elected the practical expedient to use hindsight in determining lease term and assessment of impairment of right of use assets. The new standard also provides certain accounting elections for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means that, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. The Company also elected to not separate lease and nonlease components for its building leases. The nonlease components are generally variable in nature and are expected to represent most of the Company’s variable lease costs. Variable costs are expensed as incurred. The Company determines whether an arrangement is a lease, or contains a lease, at inception. For the purpose of the adoption of ASC 842, the Company also performed an evaluation of its other contracts with customers and suppliers in accordance with ASC 842 and determined that, except for the leases described in Note 9, “Leases”, none of the Company’s contracts contain a lease. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity to use the present value of cash flows when estimating the ECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. The Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by improving consistent application of other areas of Topic 740. The Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements not yet adopted The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The new standard is effective for the Company for annual periods beginning December 15, 2021. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements.

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 1,970	$ 694
Prepaid insurance	1,355	206
Receivable from contract manufacturer	1,344	1,521
Grant receivable	779	0
Security deposit	118	20
Total prepaid and other current assets	$ 5,566	$ 2,441

Stock-based compensation - Schedule of Stock Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Number of Shares Underlying Outstanding Options
Number of shares underlying outstanding options, beginning balance (in shares)	25,732,503	1,599,645	977,513
Number of shares underlying outstanding options, options assumed through acquisition (in shares)	823,114
Number of shares underlying outstanding options, options granted (in shares)	645,796	37,663,242	913,090
Number of shares underlying outstanding options, options exercised (in shares)	(2,155,348)	(12,221,364)	(8,545)
Number of shares underlying outstanding options, options cancelled (in shares)	(916,969)	(1,309,020)	(282,413)
Number of shares underlying outstanding options, ending balance (in shares)	24,129,096	25,732,503	1,599,645	977,513
Number of shares underlying outstanding options, vested and expected to vest (in shares)	24,129,096
Number of shares underlying outstanding options, exercisable (in shares)	9,332,369
Weighted- Ave rage Exercise Price per Share
Weighted average exercise price, beginning balance (in dollars per share)	$ 0.56	$ 6.58	$ 5.24
Weighted average exercise price, options assumed through acquisition (in dollars per share)	5.05
Weighted average exercise price, options granted (in dollars per share)	10.26	0.45	8.25
Weighted average exercise price, options exercised (in dollars per share)	0.22	0.20	5.96
Weighted average exercise price, options cancelled (in dollars per share)	0.30	1.58	7.31
Weighted average exercise price, ending balance (in dollars per share)	1.01	$ 0.56	$ 6.58	$ 5.24
Weighted average exercise price, options vested and expected to vest (in dollars per share)	1.01
Weighted average exercise price, options exercisable (in dollars per share)	$ 0.74
Weighted-Average Remaining Contractual Term (in years)
Stock options outstanding, weighted average remaining contractual term	8 years 7 months 6 days	9 years 6 months	8 years 9 months 18 days	9 years 6 months
Stock options assumed through acquisition, weighted average remaining contractual term	8 years 3 months 18 days
Stock options granted, weighted average remaining contractual term	9 years 3 months 18 days	9 years 4 months 24 days		7 years 6 months
Stock options exercised, weighted average remaining contractual term		9 years 6 months		6 months
Stock options vested and expected to vest, weighted average remaining contractual term	8 years 7 months 6 days
Stock options exercisable, weighted average remaining contractual term	8 years 6 months
Aggregate Intrinsic Value
Stock options outstanding, aggregate intrinsic value, beginning balance	$ 245,746,000	$ 3,020,000	$ 2,943,000
Stock options granted, aggregate intrinsic value	0	363,941,000	206,000
Stock options assumed through acquisition, aggregate intrinsic value	125,000
Stock options exercised, aggregate intrinsic value	10,742,000	121,106,000	21,000
Stock options cancelled, aggregate intrinsic value	4,492,000	0	330,000
Stock options outstanding, aggregate intrinsic value, ending balance	100,992,000	$ 245,746,000	$ 3,020,000	$ 2,943,000
Stock options vested and expected to vest, aggregate intrinsic value	100,992,000
Stock options exercisable, aggregate intrinsic value	$ 41,587,000

Income taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 42,721	$ 15,285
Credits	3,955	1,580
Stock based compensation	2,826	383
Accruals and reserves	1,248	1,335
Fixed assets	991	0
Operating lease liability	4,360	4,059
Gross deferred tax assets	56,101	22,642
Valuation allowance	(47,420)	(19,362)
Net deferred tax assets	8,681	3,280
Deferred tax liabilities:
Intangible property	(5,287)	0
Fixed assets	0	(230)
Operating lease, right of use assets	(3,394)	(3,050)
Gross deferred tax liabilities	(8,681)	(3,280)
Net deferred tax assets	$ 0	$ 0

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

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

The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	177,513	$	—	$	—	$	177,513
Total financial assets	$	177,513	$	—	$	—	$	177,513
Liabilities
Warrant liabilities	$	—	$	—	$	7,626	$	7,626
Total financial liabilities	$	—	$	—	$	7,626	$	7,626


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	10,493	$	—	$	—	$	10,493
Total financial assets	$	10,493	$	—	$	—	$	10,493
Liabilities
Warrant liabilities	$	—	$	—	$	49,293	$	49,293
Total financial liabilities	$	—	$	—	$	49,293	$	49,293

Schedule of Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Redeemable Convertible Preferred Stock Warrant Liability		Redeemable Convertible Preferred Stock Tranche Liability		Private Placement Warrant Liability		Derivative liability
Fair value as of January 1, 2019	$	(115)	$	—	$	—	$	—
Recognition of preferred stock warrant liability upon subsequent issuance of warrants	(53)		—		—		—
Change in the fair value included in other income (expense), net	6		—		—		—
Fair value as of December 31, 2019	$	(162)	$	—	$	—	$	—
Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants	(691)		(1,610)		—		—
Change in the fair value included in other income (expense), net	(48,440)		—		—		(5,308)
Extinguishment of derivative liability upon conversion of convertible notes	—		—		—		5,308
Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net	—		1,610		—		—
Fair value as of December 31, 2020	(49,293)		—		—		—
Private placement warrant liability acquired as part of the Merger	—		—		(19,377)		—
Change in the fair value included in other income (expense), net	(8,804)		—		11,751		—
Issuance of preferred stock upon exercise of warrants	58,097		—		—		—
Fair value as of December 31, 2021	$	—	$	—	$	(7,626)	$	—

Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 128	$ 117	$ 0
Provisions	379	67	169
Uncollectible accounts written off, net of recoveries	0	(56)	(52)
Ending balance	$ 507	$ 128	$ 117

Redeemable Convertible Preferred and Common Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2021	Mar. 11, 2021	Dec. 31, 2020	Aug. 31, 2020	Jul. 31, 2020	May 31, 2020	Apr. 30, 2020
Class of Stock [Line Items]
Issue Price per share (in dollars per share)		$ 10.00
Shares Authorized (in shares)	100,000,000		131,411,372
Shares Issued (in shares)	0		88,434,754
Shares Outstanding (in shares)	0		88,434,754
Liquidation Amount	$ 0		$ 41,791
Carrying Amount	$ 0		$ 39,225
Series B
Class of Stock [Line Items]
Issue Price per share (in dollars per share)			$ 0.33	$ 0.3323	$ 0.3323	$ 0.3323	$ 0.3323
Shares Authorized (in shares)			131,411,372
Shares Issued (in shares)			88,434,754
Shares Outstanding (in shares)			88,434,754
Liquidation Amount			$ 41,791
Carrying Amount			$ 39,225

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Net Loss Per Common Share - Schedule of Net Loss Per Common Share, Basic (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss available to common stockholders, basic	$ (93,981)	$ (106,780)	$ (51,661)
Net loss available to common stockholders, diluted	$ (93,981)	$ (106,780)	$ (51,661)
Denominator:
Weighted-average shares used to compute basic net loss per share (in shares)	133,917,571	17,858,976	7,390,456
Weighted-average shares used to compute diluted net loss per share (in shares)	133,917,571	17,858,976	7,390,456
Net loss per common share, basic (in dollars per share)	$ (0.70)	$ (5.98)	$ (6.99)
Net loss per common share, diluted (in dollars per share)	$ (0.70)	$ (5.98)	$ (6.99)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsSee Note 7, Long-term Debt for details of promissory notes issued by the Company to certain investors of the Company (or an affiliate thereof).See Note 12, Stock-based compensation for details of partial recourse promissory notes issued by the Company to certain executives and employees.

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) segment $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Disaggregation of Revenue [Line Items]
Number of reportable segments \| segment	1
Number of operating segments \| segment	1
Revenue	$ 33,578	$ 18,904	$ 11,413
Cost to obtain a contract	2,200	300	0
Deferred revenue recognized	100	500	100
Deferred revenue	200
Inventory write down	808	797	$ 4,764
Cash, cash equivalents, and restricted cash, insured amount	184,200	12,500
Cash, cash equivalents, and restricted cash, uninsured amount	$ 500	100
Threshold period past due	90 days
Deferred transaction cost		$ 3,400
Expected dividend rate	0.00%
Promissory note, recourse percentage	0.50
Promissory note, non-recourse percentage	0.50
Private Placement Warrants
Disaggregation of Revenue [Line Items]
Class of warrant or right, redemption terms, threshold common stock price (in dollars per share) \| $ / shares	$ 18,000,000.00
Number of consecutive trading days	20 days
Number of trading-day period	30 days
Maximum
Disaggregation of Revenue [Line Items]
Estimated Useful Life (in years)	8 years
Minimum
Disaggregation of Revenue [Line Items]
Estimated Useful Life (in years)	3 years
Cost of Goods and Service, Product and Service Benchmark \| Supplier Concentration Risk \| Unnamed Supplier
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	20.00%	15.00%	12.00%
Accounts Payable \| Supplier Concentration Risk \| Unnamed Supplier
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	55.00%	23.00%
Customer D \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		11.00%	22.00%
Transferred over Time
Disaggregation of Revenue [Line Items]
Revenue	$ 0

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Net Loss Per Common Share, Basic and Diluted

The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data):


	Year Ended December 31,
	2021		2020		2019
Numerator:
Net loss	$	(93,981)	$	(106,780)	$	(51,661)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	133,917,571		17,858,976		7,390,456
Net loss per common share-basic and diluted	$	(0.70)	$	(5.98)	$	(6.99)

Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:


	Year Ended December 31,
	2021	2020	2019
Redeemable convertible preferred stock	—	88,434,754	4,384,348
Options to purchase common stock	22,675,729	25,732,503	1,599,645
Unvested RSA	17,466	146,675	34,865
Restricted stock units	10,106,993	—	—
Unvested early exercised common stock options	2,043,288	6,212,254	120,984
Vested and early exercised options subject to nonrecourse notes	—	2,151,100	—
Preferred stock warrants	15,999,900	4,443,862	37,285
Total	50,843,376	127,121,148	6,177,127

Income taxes - Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ 0	$ 0
State	1	1	1
Foreign	36	23	0
Total current (benefit) expense	37	24	1
Deferred:
Federal	(2,185)	0	0
State	(646)	351	0
Valuation allowance	0	0	0
Total deferred (benefit) expense	(2,831)	351	0
(Benefit from) provision for income taxes	$ (2,794)	$ 375	$ 1

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, inventory write downs, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

Due to the novel coronavirus (“COVID-19”) pandemic, there is ongoing uncertainty and significant disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstances that would require an update to estimates, judgments or assumptions or a revision to the carrying value of the Company’s assets or liabilities as of the date these financial statements were available to be issued. These estimates, judgments and assumptions may change in the future, as new events occur, or additional information is obtained.

Business Combinations

Business combinations are accounted for under the acquisition method. The Company recognizes the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. The Company assesses the fair value of assets acquired, including intangible assets, and liabilities assumed using a variety of methods. Each asset acquired and liability assumed is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset, future cash inflows and outflows, probabilities of success, asset lives, and the appropriate discount rates. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred.

During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations within other income (expense), net.

Foreign Currencies

The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s wholly-owned foreign subsidiaries is generally the same as the entity’s local currency. Accordingly, the asset and liability accounts of our foreign operations are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive loss in the consolidated balance sheets. Foreign currency translation adjustments are recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss.

Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.

Segment Information

The Company operates as one reportable and operating segment, which relates to the sale of lidar sensor kits. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.

Revenue Recognition

In accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of this standard, the Company performs the following five steps:

1) Identify the contract with a customer

The Company considers the terms and conditions of revenue contracts and its customary business practices in identifying contracts with its customers. It is determined that a contract with a customer exists when the contract is approved, each party’s rights regarding the product or services to be transferred and the payment terms for the product or services can be identified, it is determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgement in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. Accounts receivable are due under normal trade terms, typically three months or less.

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the product or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) sale of lidar sensor kits and (ii) product development and validation services. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized.

3) Determine the transaction price

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring product or services to the customer. Variable consideration is included in the transaction price if the Company judges that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company does not have a material amount of variable consideration in its agreements with customers. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price. The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit.

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In 2021, 2020 and 2019 the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations.

5) Recognize revenue when or as the Company satisfies a performance obligation

Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to a customer. Revenue is recognized when control of products or services is transferred to customers, in

an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. The Company generates all of its revenue from contracts with customers and applies judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For these service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred to the customer as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) as the services are provided. The Company did not have any revenue from services that were recognized over time in 2021.

Costs to obtain a contract

The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The incremental cost of obtaining a contract for the years ended December 31, 2021 and 2020 was $2.2 million and $0.3 million, respectively. No commission plan was in place and no expense was recognized for 2019.

Right of return

The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2021 and 2020. Actual returns in subsequent periods have been consistent with estimated amounts.

Remaining performance obligations

Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The deferred revenue balance represents the remaining performance obligations for contracts with an original duration of greater than one year. For the years ended December 31, 2021, 2020 and 2019, the Company recognized less than $0.1 million, $0.5 million and less than $0.1 million of revenue that was deferred as of December 31, 2020, 2019 and 2018 respectively. Deferred revenue was $0.2 million as of December 31, 2021, relating primarily to the development and validation services. All of the deferred revenue balance at December 31, 2021 is expected to be recognized in the year ending December 31, 2022.

Disaggregation of Revenues

The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands):


	Year ended December 31,
	2021		2020		2019
United States	$	14,790	$	8,328	$	7,035
Americas, excluding United States	866		436		361
Europe, Middle East and Africa	10,588		5,870		2,368
Asia and Pacific	7,334		4,270		1,649
Total	$	33,578	$	18,904	$	11,413

Cost of Revenue

Cost of revenue consists of the manufacturing cost of digital lidar sensors, which primarily consists of sensor components, personnel-related costs directly associated with the manufacturing, and amounts paid to our third-party contract manufacturer and vendors. Cost of revenue also includes depreciation of manufacturing equipment, an allocated portion of overhead, facility and IT costs, stock-based compensation for manufacturing personnel, reserves for estimated warranty expenses, excess and obsolete inventory and shipping costs.

Research and development

Expenditures incurred in the research and development of new products and enhancements to existing products are charged to expense as incurred. Research and development costs include, but are not limited to payroll and personnel expenses, laboratory supplies, prototype materials consumed during product development and the inventory materials consumed during pilot manufacturing runs, and consulting costs.

Sales and marketing

Selling and marketing expenses consist of personnel-related expenses, including salaries, benefits, and stock-based compensation, for all personnel directly involved in business development, customer support, and marketing activities, and marketing expenses including trade shows, advertising, and demonstration equipment. Sales and marketing costs are charged to expense as incurred.

Net loss per common share

The Company follows the two-class method when computing net loss per common share. The two-class method determines net loss per common share for common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per common share attributable to common stockholders is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.

The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021, 2020 and 2019.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s foreign currency translation adjustment is the only component of other comprehensive loss that is excluded from the reported net loss for all periods presented.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of cash deposited with banks and a money market account.

Restricted Cash

Restricted cash consists of certificates of deposit held by banks as security for outstanding letters of credit.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The allowance is determined using a combination of factors including historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Changes in the Company’s allowance for expected credit losses were as follows (in thousands):


	Year Ended December 31, 2021		Year Ended December 31, 2020		Year Ended December 31, 2019
Beginning balance	$	128	$	117	$	—
Provisions	379		67		169
Uncollectible accounts written off, net of recoveries	—		(56)		(52)
Ending balance	$	507	$	128	$	117

Inventory

Inventory consists principally of raw materials, work-in-process, and finished goods and is stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on purchase commitments, production needed to fulfil the warranty obligations, consideration of product marketability and product development plans, historical revenue and assumptions about future demand and market conditions. The Company wrote down inventories of $0.8 million, $0.8 million and $4.8 million during the years ended December 31, 2021, 2020 and 2019, respectively, included in cost of revenue.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and resulting gain or loss is reflected in the consolidated statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see Note 5).

Impairment of Long-Lived Assets

The Company evaluates events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no triggering events identified. The Company has not identified any such impairment losses to date.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value.

Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit.

Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test.

The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. As of December 31, 2021, no impairment of goodwill has been identified.

Intangible Assets

Intangible assets consist primarily of developed technology, vendor relationship and customer relationships. Acquired intangible assets are initially recorded at the acquisition-date fair value. Intangible assets are amortized on a straight-line basis over their estimated useful lives, generally 3 to 8 years.

Fair Value of Financial Instruments

The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

•Level I - Quoted prices for identical instruments in active markets.

•Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•Level III - Instruments whose significant value drivers are unobservable.

Redeemable Convertible Preferred Stock

The Company records redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because while it was not mandatorily redeemable, in the event of certain events considered not solely within the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred stock would become redeemable at the option of the holders of such shares. The Company did not adjust the carrying values of the redeemable convertible preferred stock to the liquidation preferences of such shares because it was not probable that a deemed liquidation event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock.

Warrant Liabilities

Warrant liabilities consist of redeemable convertible preferred stock warrants and Private Placement warrants. The Company’s redeemable convertible preferred stock warrants were accounted for as a liability as the underlying redeemable convertible preferred stock were contingently redeemable and would obligate the Company to transfer assets to the holders at a future date upon occurrence of a deemed liquidation event.

The Private Placement warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement warrants are redeemable by the Company and exercisable by such holders subject to certain conditions, such as the reported closing price of our common stock equaling or exceeding $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 ending three business days before the Company sends the notice of redemption to the holders of Private Placement warrants. The Company

evaluated the Private Placement warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Private Placement warrants includes a provision, the application of which could result in a different settlement value for the Private Placement warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement warrants are not considered to be “indexed to the Company’s own stock.” This provision precludes the Company from classifying the Private Placement warrants in stockholders’ equity.

As the redeemable convertible preferred stock warrants and Private Placement warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. The Company’s redeemable convertible preferred stock warrants were exercised in 2021 and no redeemable convertible preferred stock warrants were outstanding as of December 31, 2021.

Concentrations of credit risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the U.S. and UK, Hong Kong, China and European Union. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of December 31, 2021 and 2020, the Company had cash, cash equivalents and restricted cash on deposit with financial institutions in US of $184.2 million and $12.5 million. As of December 31, 2021 and 2020, the Company also had cash on deposit with financial institutions in countries other than the US of approximately $0.5 million and $0.1 million, respectively, that was not federally insured.

The Company generally does not require collateral or other security deposits for accounts receivable.

To reduce credit risk, the Company considers customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms when determining the collectability of specific customer accounts. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows:


	December 31, 2021		December 31, 2020
Customer A	11	%	*
Customer B	*		23	%
Customer C	*		13	%

*Customer accounted for less than 10% of total accounts receivable in the period.

There were no customers that accounted for more than 10% of revenue during the year ended December 31, 2021. Revenue from customer D accounted for approximately 11% and 22% of total revenue during the year ended December 31, 2020 and 2019.

Concentrations of supplier risk

One supplier accounted for approximately 20% of total purchases during the year ended December 31, 2021 and accounted for 55% of total accounts payable balance as of December 31, 2021. One supplier accounted for approximately 15% of total purchases during the year ended December 31, 2020 and there were no suppliers that accounted for more than 23% of total accounts payable balance as of December 31, 2020. One supplier accounted for approximately 12% of total purchases during the year ended December 31, 2019 and there were no suppliers that accounted for more than 10% of total accounts payable balance as of December 31, 2019.

Deferred transaction costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the merger with Colonnade Acquisition Corp, until such financings are consummated. After consummation of the equity financing, these costs will be recorded as a reduction of the proceeds received as a result

of the equity financing. In the event that a planned equity financing does not occur or is significantly delayed, all related deferred offering costs are expensed immediately within the Company’s consolidated statements of operations and comprehensive loss. The Company capitalized $3.4 million of costs related to the merger with Colonnade Acquisition Corp. at December 31, 2020 (included in other non-current assets in the consolidated balance sheets). Upon the closing of the Merger the deferred transaction costs were recorded in the additional paid-in capital and there were no deferred transaction costs as of December 31, 2021.

Stock-based compensation

The Company measures and recognizes stock-based compensation expense for stock-based awards granted to employees, directors, and consultants over the requisite service periods based on the estimated grant date fair value, which for options is using the Black-Scholes-Merton option pricing model using the following variables:

•Common Stock Valuation – The fair value of the shares of common stock underlying the Company’s stock-based awards issued after the Merger is based on the grant date closing fair market value of the Company’s common stock. Before closing of the Merger, the fair value of the shares of common stock underlying the Company’s stock-based awards was historically determined by management and approved by the Board of Directors. Because there was no public market for the Company’s common stock, the Board of Directors determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors, including contemporaneous valuations performed by an unrelated third-party specialist, valuations of comparable public companies, operating and financial performance, the lack of liquidity of capital stock, and general and industry-specific economic outlook. Valuations performed by the third-party valuation specialist used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“AICPA” Accounting and Valuation Guide). In relation to options, the Board intends all options granted to be exercisable at a price per share not less than the per share fair value of the common stock underlying those options on the date of grant.

•Expected Term – The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the options.

•Expected Volatility – The expected volatility is based on the historical volatility for the period commensurate with the expected term of the awards for a peer group of comparable companies with publicly traded shares.

•Expected Dividends – The Company does not currently pay cash dividends on its common stock and does not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is 0%.

•Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.

The fair values of the restricted stock awards and restricted stock units were determined based on the fair value of the Company’s common stock on the grant date. The Company recognizes stock-based compensation expense over the requisite service period. Forfeitures are accounted for as they occur. The Company’s policy for issuing stock upon stock option exercise is to issue new common stock.

Employee loan notes for purchase of common stock

Certain executives and employees of the Company exercised stock options early or purchased stock in exchange for promissory notes in the year ended December 31, 2020. These notes were secured by the underlying shares purchased (the notes were 50% recourse and 50% non-recourse) and the Company had the right to repurchase such unvested shares upon employee termination at the original issuance price. The Company accounted for the notes as non-recourse in their entirety and did not record the notes in the consolidated financial statements as the Company did not consider the recourse rights to be substantive. The half of the respective obligations under the promissory notes were forgiven and the remaining balance was repaid in 2021 (see Note 12).

Income taxes

Deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (NOL) and

tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to its history of operating losses, the Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2021 and December 31, 2020.

The Company accounts for uncertainty in income taxes using a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of the related appeals or litigation processes, if any. An uncertain tax position that meets a more likely than not standard based on its technical merit would then be evaluated under the measurement step to determine the largest tax benefit that the taxpayer more likely than not will realize. The Company classifies any liabilities for unrecognized tax benefits as current to the extent that the Company anticipates payment of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASC 842, Leases, a new standard requiring lessees to recognize operating and finance lease liabilities on the balance sheet, as well as corresponding right-of-use (“ROU”) assets. This standard also made some changes to lessor accounting and aligns key aspects of the lessor accounting model with the revenue recognition standard. In addition, disclosures are required to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASC 842 requires adoption using the modified retrospective approach, with the option of applying the requirements of the standard either i) retrospectively to each prior comparative reporting period presented, or ii) retrospectively at the beginning of the period of adoption. The new standard also eliminates the previous build-to-suit lease accounting guidance, which results in the derecognition of build-to-suit assets and liabilities that remained on the balance sheet as of the ASC 842 adoption date. The Company adopted ASC 842 on January 1, 2019 on a modified retrospective basis, reflecting an immaterial cumulative effect as an adjustment to retained earnings. The Company elected the permitted practical expedients not to reassess the following related to leases that commenced before the effective date of ASC 842: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company also elected the practical expedient to use hindsight in determining lease term and assessment of impairment of right of use assets.

The new standard also provides certain accounting elections for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means that, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. The Company also elected to not separate lease and nonlease components for its building leases. The nonlease components are generally variable in nature and are expected to represent most of the Company’s variable lease costs. Variable costs are

expensed as incurred. The Company determines whether an arrangement is a lease, or contains a lease, at inception.

For the purpose of the adoption of ASC 842, the Company also performed an evaluation of its other contracts with customers and suppliers in accordance with ASC 842 and determined that, except for the leases described in Note 9, “Leases”, none of the Company’s contracts contain a lease.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity to use the present value of cash flows when estimating the ECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. The Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by improving consistent application of

other areas of Topic 740. The Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements not yet adopted

The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The new standard is effective for the Company for annual periods beginning December 15, 2021. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements.

Balance Sheet Components - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash and Cash Equivalents [Line Items]
Cash	$ 5,131	$ 869
Total cash and cash equivalents	182,644	11,362	$ 16,848
Money market funds
Cash and Cash Equivalents [Line Items]
Cash equivalents	$ 177,513	$ 10,493

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in- Capital	Notes receivable from stockholders	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated other comprehensive loss	Accumulated other comprehensive loss Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Dec. 31, 2018			4,384,348
Beginning balance at Dec. 31, 2018			$ 40,016
Ending balance (in shares) at Dec. 31, 2019			4,384,348
Ending balance at Dec. 31, 2019			$ 40,016
Beginning balance (in shares) at Dec. 31, 2018				7,890,521
Beginning balance at Dec. 31, 2018	$ (50,236)	$ 199		$ 0	$ 897	$ 0	$ (51,133)	$ 199	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	8,545			8,545
Issuance of common stock upon exercise of stock options	$ 51				51
Vesting of early exercised stock options	51				51
Net loss	(51,661)						(51,661)
Issuance of common stock upon vesting of restricted stock awards (in shares)				3,340
Issuance of common stock upon exercise of restricted stock awards	28				28
Stock-based compensation expense	$ 1,293				1,293
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-02 [Member]
Issuance of notes to stockholders	$ (44)					(44)
Ending balance (in shares) at Dec. 31, 2019				7,902,407
Ending balance at Dec. 31, 2019	$ (100,319)			$ 0	2,320	(44)	(102,595)		0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of redeemable convertible preferred stock (in shares)			88,434,754
Issuance of redeemable convertible preferred stock			$ 39,225
Conversion of redeemable convertible preferred stock to common stock (in shares)			(4,384,348)
Conversion of redeemable convertible preferred stock to common stock			$ (40,016)
Ending balance (in shares) at Dec. 31, 2020	88,434,754		88,434,754
Ending balance at Dec. 31, 2020	$ 39,225		$ 39,225
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	12,221,364			12,221,363
Issuance of common stock upon exercise of stock options	$ 379				379
Conversion of redeemable convertible preferred stock to common stock (in shares)				4,384,348
Conversion of redeemable convertible preferred stock to common stock	40,016				40,016
Vesting of early exercised stock options	379				379
Net loss	(106,780)						(106,780)
Issuance of common stock upon vesting of restricted stock awards (in shares)				1,617,264
Issuance of common stock upon exercise of restricted stock awards	6				6
Conversion of convertible notes to common stock (in shares)				7,201,912
Conversion of convertible notes to common stock	78,311				78,311
Stock-based compensation expense	12,057				12,057
Reclassification of a note receivable from a stockholder	$ 44					44
Ending balance (in shares) at Dec. 31, 2020	33,327,294			33,327,294
Ending balance at Dec. 31, 2020	$ (75,907)			$ 0	133,468	$ 0	(209,375)		0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of redeemable convertible preferred stock (in shares)			4,232,947
Issuance of redeemable convertible preferred stock			$ 58,097
Conversion of redeemable convertible preferred stock to common stock (in shares)			(92,667,701)
Conversion of redeemable convertible preferred stock to common stock			$ (97,322)
Ending balance (in shares) at Dec. 31, 2021	0		0
Ending balance at Dec. 31, 2021	$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	2,155,348			2,148,437
Issuance of common stock upon exercise of stock options	$ 526				526
Issuance of common stock upon exercise of warrants (in shares)				100
Issuance of common stock upon exercise of warrants	1				1
Repurchase of common stock (shares)				(406,845)
Repurchase of common stock	(45)				(45)
Conversion of redeemable convertible preferred stock to common stock (in shares)				92,667,701
Conversion of redeemable convertible preferred stock to common stock	97,322			$ 12	97,310
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 (in shares)				34,947,657
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377	272,065			$ 4	272,061
Offering costs in connection with the merger	(26,620)				(26,620)
Issuance of common stock in connection with acquisition (in shares)				9,163,982
Issuance of common stock in connection with acquisition	60,024			$ 1	60,023
Issuance of replacement equity awards in connection with acquisition	1,081				1,081
Stock-based compensation expense, including vesting of restricted stock units (in shares)				458,012
Stock-based compensation expense, including vesting of restricted stock units	25,363				25,363
Cancellation of previously issued awards				(105,921)
Vesting of early exercised stock options	877				877
Net loss	(93,981)						(93,981)
Other comprehensive loss	$ (6)								(6)
Ending balance (in shares) at Dec. 31, 2021	172,200,417			172,200,417
Ending balance at Dec. 31, 2021	$ 260,700			$ 17	$ 564,045		$ (303,356)		$ (6)

Stock-based compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

The Company recognized stock-based compensation for all stock options in the statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Cost of revenue	$	637	$	657	$	58
Research and development	7,240		6,059		621
Sales and marketing	3,823		640		140
General and administrative	13,663		4,701		474
Total stock-based compensation	$	25,363	$	12,057	$	1,293

Schedule of Stock Option Activity

Stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows:


	Number of Shares Underlying Outstanding Options	Weighted- Ave rage Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding—January 1, 2019	977,513	$	5.24	9.5	$	2,943
Options granted	913,090	8.25		7.5	206
Options exercised	(8,545)	5.96		0.5	21
Options cancelled	(282,413)	7.31			330
Outstanding—December 31, 2019	1,599,645	$	6.58	8.8	$ 3,020
Options granted	37,663,242	0.45		9.4	363,941
Options exercised	(12,221,364)	0.20		9.5	121,106
Options cancelled	(1,309,020)	1.58			—
Outstanding—December 31, 2020	25,732,503	$	0.56	9.5	$	245,746
Options assumed through acquisition	823,114	5.05		8.3	125
Options granted	645,796	10.26		9.3	—
Options exercised	(2,155,348)	0.22			10,742
Options cancelled	(916,969)	0.30			4,492
Outstanding—December 31, 2021	24,129,096	$	1.01	8.6	$	100,992
Vested and expected to vest—December 31, 2021	24,129,096	$	1.01	8.6	$	100,992
Exercisable—December 31, 2021	9,332,369	$	0.74	8.5	$	41,587

Schedule of Stock Options Outstanding and Exercisable

The following table summarizes information about stock options outstanding and exercisable at December 31, 2021.


Options Outstanding				Options Exercisable
Options Outstanding	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Options Exercisable	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price
5,548,717	8.4	$	0.18	3,492,915	8.4	$	0.18
9,602,898	8.7	$	0.21	3,138,238	8.7	$	0.21
7,524,114	8.8	$	1.42	2,194,532	8.8	$	1.42
40,581	6.1	$	1.49	39,927	6.1	$	1.49
766,989	7.8	$	5.24	466,757	7.8	$	5.24
645,797	9.4	$	10.26	—	9.4	$	—
24,129,096				9,332,369

Schedule of Stock Options Valuation Assumptions

The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019 were as follows:


	Year Ended December 31,
	2021	2020	2019
Expected term (in years)	6.0	5.0 - 6.1	6
Risk-free interest rate	1.0%	0.3 - 1.5%	1.5% - 2.4%
Expected volatility	63.2%	57.4% - 63.3%	55.3% - 58.0%
Expected dividend rate	0%	0%	0%

The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options assumed during the year ended December 31, 2021 were as follows:


			Year Ended December 31,
			2021
Expected term (in years)			3.1 - 5.6
Risk-free interest rate			0.8% - 1.3%
Expected volatility			44.1% - 48.6%
Expected dividend rate			0%

Schedule of Nonvested Restricted Stock Awards Activity

A summary of RSAs activity under the Plan is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested - January 1, 2020	34,865	$	0.58
Granted during the year	1,617,264	0.46
Canceled during the year	(105,921)	0.35
Vested during the year	(1,505,454)	0.52
Unvested - December 31, 2020	40,754	$	0.67
Granted during the year	—	—
Canceled during the year	—	—
Vested during the year	(23,288)	0.67
Unvested - December 31, 2021	17,466	$	0.67

A summary of RSUs activity under the Plan is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested - January 1, 2021	—	$	—
Assumed through acquisition	4,490,980	6.55
Granted during the year	5,224,504	9.39
Canceled during the year	(552,072)	8.89
Vested during the year	(509,786)	10.30
Unvested - December 31, 2021	8,653,626	$	7.90

Convertible Notes Payable - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
	Apr. 03, 2020	Oct. 31, 2017	Apr. 30, 2016	Nov. 30, 2019	Apr. 30, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Interest expense						$ 504	$ 2,517	$ 3,582
Stock issued from conversion of note (in shares)		1,253,556
Investor
Debt Instrument [Line Items]
Stock issued from conversion of note (in shares)			44,256
2018 Convertible Notes \| Notes Payable, Other Payables
Debt Instrument [Line Items]
Convertible promissory notes	$ 40,200
Repurchase of common stock					$ 40,000
Debt issuance cost					$ 300
Debt instrument, term (on or after)					2 years
Repayment of debt on lender's request, percentage of outstanding principal held by lender (at least)					60.00%
Debt instrument, paid-in-kind interest rate					5.00%
Repayment of debt on lender's request, notice term					10 days
Debt instrument, convertible, gross proceeds from sale of stock in the event of qualified financing (at least)					$ 5,000
Debt instrument, convertible, gross proceeds from sale of stock in the event of non-qualified financing (less than)					5,000
Debt instrument, convertible, calculation of conversion price, numerator					400,000
Interest expense							600
Amortization of debt issuance costs							100
Interest payable	$ 2,800
Stock issued from conversion of note (in shares)	3,005,762
Debt instrument, convertible, conversion price (in dollars per share)	$ 14.33
Gain from debt conversion	$ 42,500
2018 Convertible Notes \| Notes Payable, Other Payables \| Investor
Debt Instrument [Line Items]
Convertible promissory notes					$ 40,300
2019 Convertible Notes \| Notes Payable, Other Payables
Debt Instrument [Line Items]
Convertible promissory notes	29,300			$ 29,300
Repurchase of common stock				29,200
Debt issuance cost				$ 100
Repayment of debt on lender's request, percentage of outstanding principal held by lender (at least)				60.00%
Repayment of debt on lender's request, notice term				10 days
Interest rate				5.00%
Debt instrument, convertible, gross proceeds from sale of stock in the event of non-qualified financing (less than)				$ 20,000
Debt instrument, convertible, calculation of conversion price, numerator				$ 300,000
Interest expense							400
Amortization of debt issuance costs							$ 100
Debt instrument, convertible, conversion price, percent of stock price				85.00%
Interest payable	$ 700
Stock issued from conversion of note (in shares)	4,196,178
Debt instrument, convertible, conversion price (in dollars per share)	$ 7.17
Gain from debt conversion	$ 29,300
Derivative liability	5,300
Extinguishment of derivative liability, amount	$ 5,300

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Disaggregation of Revenue

The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands):


	Year ended December 31,
	2021		2020		2019
United States	$	14,790	$	8,328	$	7,035
Americas, excluding United States	866		436		361
Europe, Middle East and Africa	10,588		5,870		2,368
Asia and Pacific	7,334		4,270		1,649
Total	$	33,578	$	18,904	$	11,413

Schedule of Accounts Receivable, Allowance for Doubtful Accounts

Changes in the Company’s allowance for expected credit losses were as follows (in thousands):


	Year Ended December 31, 2021		Year Ended December 31, 2020		Year Ended December 31, 2019
Beginning balance	$	128	$	117	$	—
Provisions	379		67		169
Uncollectible accounts written off, net of recoveries	—		(56)		(52)
Ending balance	$	507	$	128	$	117

Schedules of Concentration of Risk

Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows:


	December 31, 2021		December 31, 2020
Customer A	11	%	*
Customer B	*		23	%
Customer C	*		13	%

*Customer accounted for less than 10% of total accounts receivable in the period.

Income taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income taxes

Income (loss) before income taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Domestic	$	(96,956)	$	(106,508)	$	(51,600)
Foreign	181		103		(60)
Total	$	(96,775)	$	(106,405)	$	(51,660)

The components of income tax expense are as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State	1		1		1
Foreign	36		23		—
Total current (benefit) expense	37		24		1
Deferred:
Federal	(2,185)		—		—
State	(646)		351		—
Valuation allowance	—		—		—
Total deferred (benefit) expense	(2,831)		351		—
Total income tax (benefit) expense	$	(2,794)	$	375	$	1

Income tax benefit in current years relates to the release of valuation allowance as a result of the recording of a deferred tax liability from an acquisition during the year.

A reconciliation between the statutory rate U.S. federal rate and the Company’s effective tax rate is as follows:


	Year Ended December 31,
	2021		2020		2019
Federal statutory rate	$	(20,323)	$	(22,344)	$	(10,849)
State income taxes, net of federal benefit	(644)		1,330		(3,810)
Stock compensation	1,271		2,786		185
Foreign rate differential	(2)		—		13
Tax credits	(539)		(539)		(787)
Fair value changes - warrants	(619)		11,192		—
Convertible debt cancellation of indebtedness income	—		15,079		—
Valuation allowance	20,058		(6,812)		14,559
Non-deductible expenses	(2,031)		(485)		—
Other	35		168		690
Total tax (benefit) provision	$	(2,794)	$	375	$	1

Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	42,721	$	15,285
Credits	3,955		1,580
Stock based compensation	2,826		383
Accruals and reserves	1,248		1,335
Fixed assets	991		—
Operating lease liability	4,360		4,059
Gross deferred tax assets	56,101		22,642
Valuation allowance	(47,420)		(19,362)
Net deferred tax assets	8,681		3,280
Deferred tax liabilities:
Intangible property	(5,287)		—
Fixed assets	—		(230)
Operating lease, right of use assets	(3,394)		(3,050)
Gross deferred tax liabilities	(8,681)		(3,280)
Net deferred tax assets	$	—	$	—

The Company has established a full valuation allowance of $47.4 million and $19.4 million for the years ended December 31, 2021 and 2020, respectively, against its net deferred tax assets. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets can be realized as of December 31, 2021. Accordingly, the Company has recorded a full valuation allowance on its deferred tax assets.

The valuation allowance on the Company’s net deferred taxes increased by $28.0 million and decreased by $6.8 million during the years ended December 31, 2021 and 2020, respectively. The increase in valuation allowance is primarily attributed to the generation of net operating losses and credit in 2021.

As of December 31, 2020, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $49.5 million and $70.0 million, respectively. As of December 31, 2020, the federal net operating loss carryforward begins expiring in 2035 through 2040, and the state net operating loss carryforward begins expiring in 2035 through 2040. As of December 31, 2020, the amount of federal net operating loss that does not expire is $49.5 million.

As of December 31, 2021, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $224.4 million and $146.8 million, respectively. As of December 31, 2021, federal net operating loss carryforwards generated after December 31, 2017 will be carried forward indefinitely and the state net operating loss carryforward begins expiring in 2035 through 2040. As of December 31, 2021, the amount of federal net operating loss that does not expire is $215.9 million.

As of December 31, 2021, the Company had federal and state research and development credit carryforwards of approximately $4.0 million and $2.30 million, respectively. As of December 31, 2020, the Company had federal and state research and development credit carryforwards of approximately $2.1 million and less than $0.1 million, respectively. As of December 31, 2021 and 2020 the federal credits will expire starting in 2035 and 2038, respectively, if not utilized and state credits carryforward indefinitely.

The Tax Reform Act of 1986 and similar state legislation impose substantial restrictions on the utilization of the net operating losses and tax credit carryforwards in the event there is a change in ownership as provided by Section 382 and Section 383 of the Internal Revenue Code and similar state provisions. Such ownership change could result in the limitation and /or expiration of the net operating loss and tax credit carryforwards before utilization, which could result in

increased future tax liabilities. While the Company has experienced ownership shifts, there has been no limitation or loss of tax attributes as of December 31, 2021.

ASC 740, Income Taxes (“ASC 740”), requires that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. As of December 31, 2021 and 2020 the Company has reviewed the positive and negative evidence relating to the realizability of the deferred tax assets and has concluded that the deferred tax assets are more likely than not to not be realized.

The CARES Act includes provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss carry back periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. This new legislation did not impact the current year provision. The Company will continue to monitor the possible impacts in the future periods.

On June 29, 2020, Governor Gavin Newsom signed California Assembly Bill 85 (AB 85) into law. The legislation suspends the California net operating loss deductions for 2021, 2022, and 2023 for certain taxpayers and imposes a limitation of certain California Tax Credits for 2021, 2022, and 2023. The legislation disallows the use of California net operating loss deductions if the taxpayer recognizes business income and its adjusted gross income is greater than $1.0 million. The carryover periods for net operating loss deductions disallowed by this provision will be extended. Additionally, any business credit will only offset a maximum of $5.0 million of California tax. As a result of the legislation, the available California net operating losses were unable to be utilized to offset taxable income in 2021. The Company utilized California R&D credits to reduce its taxable income to minimum tax. The Company will continue to monitor the possible California net operating loss and credit limitations in future periods.

The balance of gross unrecognized tax benefits as of December 31, 2021 and 2020 was $18.5 million and $1.0 million, respectively. Out of the total unrecognized tax benefits, $0.1 million at December 31, 2021, if recognized, would reduce our effective tax rate in the period of recognition. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2021 and 2020, the Company has not accrued interest and penalties related to uncertain tax positions. The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020		2019
Balance at the beginning of the year	$	971	$	651	$	180
Decreases:
For current year’s tax positions	—		—		—
For prior years’ tax positions	—		—		—
Increases:
For current year’s tax positions	551		320		471
For prior years’ tax positions	17,011		—		—
Balance at the end of the year	$	18,533	$	971	$	651

The Company files income tax returns in the U.S. for Federal, California, and other US states, as well as miscellaneous foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Company has not been audited by the Internal Revenue Service or any state income or franchise tax agency. As of December 31, 2021, its federal returns for the years ended December 31, 2016 through the current period and the state returns for the years ended December 31, 2016 through the current period are still open to examination. In addition, all of the net operating losses and research and development credit carry-forwards that may be used in future years are still subject to inquiry given that the statute of limitation for these items would begin in the year of the utilization.

- Definition

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

+ References

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

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

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

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Business Combination and Related Transactions - Schedule of Business Acquisition, Pro Forma Information (Details) - Sense Photonics Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Revenue	$ 33,578	$ 21,930
Net (loss)	$ (107,352)	$ (139,850)

Description of Business and Basis of Presentation (Details)	Mar. 11, 2021 USD ($) $ / shares shares	Dec. 21, 2020 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Mar. 10, 2021 $ / shares	Dec. 31, 2020 USD ($) $ / shares shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit \| $			$ 303,356,000		$ 209,375,000
Class of Stock [Line Items]
Common stock, shares issued (in shares)			172,200,417		33,327,294
Common stock, shares outstanding (in shares)	161,449,205		172,200,417		33,327,294
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.00001	$ 0.0001
Warrants outstanding (in shares)	15,999,996
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Issue Price per share (in dollars per share) \| $ / shares	$ 10.00
Gross proceeds from merger and private offering \| $	$ 299,900,000
Pre-merger cost \| $	8,500,000
Offering cost \| $	$ 26,600,000
Private Placement
Class of Stock [Line Items]
Issue Price per share (in dollars per share) \| $ / shares		$ 10.00
Sale of stock, number of shares issued in transaction (in shares)		10,000,000
Sale of stock, aggregate commitment amount \| $		$ 100,000,000
CLA Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)		10,000,000
Private Placement Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)		6,000,000
Conversion of Class B Common Stock to Class A Common Stock
Class of Stock [Line Items]
Ordinary shares, conversion ratio		1
Conversion of Class A Common Stock to Common Stock
Class of Stock [Line Items]
Ordinary shares, conversion ratio		1
Conversion of Warrant to Ouster Common Stock
Class of Stock [Line Items]
Warrant, conversion ratio		1
Conversion of Canceled CLA Units to Ouster Common Stock
Class of Stock [Line Items]
Unit, conversion ratio		1
Series B Preferred Stock Converted to Common Stock
Class of Stock [Line Items]
Preferred stock, conversion ratio				1
Conversion of Canceled CLA Units to Public Warrant
Class of Stock [Line Items]
Unit, conversion ratio		0.5
Common Class B
Class of Stock [Line Items]
Common stock, shares issued (in shares)		5,000,000
Common stock, shares outstanding (in shares)		5,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Common Class A
Class of Stock [Line Items]
Common stock, shares issued (in shares)		25,000,000
Common stock, shares outstanding (in shares)		25,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Series B Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.00001
Common Stock
Class of Stock [Line Items]
Stock converted (in shares)	150,000,000

Redeemable Convertible Preferred and Common Stock

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Redeemable Convertible Preferred and Common Stock

Redeemable Convertible Preferred and Common StockThe Company’s common stock and warrants trade on the New York Stock Exchange under the symbol “OUST” and “OUSTWS”, respectively. Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 1,000,000,000 shares of common stock; (ii) 100,000,000 shares of preferred stock. Immediately following the Merger, there were 161,449,205 shares of common stock with a par value of $0.0001, and 15,999,996 warrants outstanding. The holder of each share of common stock is entitled to one vote.

The Company has retroactively adjusted the shares issued and outstanding prior to March 11, 2021 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted.

Series Seed Financing and conversion

In April 2016, the Company issued 1,887,253 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $1.8 million, net of $0.1 million stock issuance costs. In April 2016, the Company issued 44,256 shares to an investor upon conversion of a note having a balance of principal and interest of $45,000. In May 2016, the Company issued 563,725 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $0.6 million. In July 2016, the Company issued 445,942 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $0.5 million.

In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all the outstanding Series Seed redeemable convertible preferred stock shares were converted to 2,941,176 shares of the Company’s common stock.

Series A Financing and conversion

In October 2017, the Company issued 1,324,511 shares of Series A Preferred Stock at $11.3158 per share for net proceeds of $14.8 million, net of $0.2 million of stock issuance costs. In October 2017, the Company issued 1,253,556 shares of Series A Preferred Stock upon conversion of multiple notes having a principal and interest balance of $4.6 million. In December, 2018, the Company issued 715,712 shares of Series A Preferred Stock at $11.3158 per share for net proceeds of $8.1 million.

In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all of the outstanding Series A redeemable convertible preferred stock shares were converted to 3,293,779 shares of the Company’s common stock.

Series B Financing

In April 2020, the Company issued 45,185,071 shares of Series B redeemable convertible preferred stock at $0.3323 per share for gross proceeds of $15.1 million, less $0.1 million of stock issuance costs. In May 2020, the Company issued 17,320,031 shares of Series B redeemable convertible preferred stock at $0.3323 per share for gross proceeds of $5.8 million, less $0.1 million of stock issuance costs. In July 2020, the Company issued 37,970,846 shares of Series B redeemable convertible preferred stock at $0.3323 per share for gross proceeds of $12.5 million, less $0.1 million of stock issuance costs. In August 2020, the Company issued 25,286,587 shares of Series B redeemable convertible preferred stock at $0.3323 per share for gross proceeds of $8.4 million, less $0.1 million of stock issuance costs.

On March 11, 2021, upon the closing of the Transaction pursuant to the Merger Agreement (Note 1), all of the outstanding redeemable convertible preferred stock was converted to the Company’s common stock pursuant to the conversion rate effective immediately prior to the Transaction and the remaining amount was reclassified to additional paid-in capital. As of December 31, 2021, the Company does not have any redeemable convertible preferred stock outstanding.

Redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data):


Series	December 31, 2020
	Issue Price per share		Shares Authorized	Shares Issued and Outstanding	Liquidation Amount		Carrying Amount
Series B	$	0.33	131,411,372	88,434,754	$	41,791	$	39,225

The significant features of the Company’s redeemable convertible preferred stock were as follows:

Dividend provisions

The Series Seed, Series A and Series B preferred stockholders were entitled to receive dividends prior and in preference to any dividends on the common stock, at a rate of $0.0612, $0.6789 and $0.019938 per share, respectively, per annum on a non-cumulative basis, when and if declared by the board of directors, subject to the prior rights of the preferred stockholders. After payment of such dividend, any additional dividends were to be distributed among the holders of the

preferred stock and common stock pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all shares of preferred stock into common stock).

Liquidation preference

In the event of liquidation, dissolution or winding up of the Company, merger or a reduction of capital through the sale or lease of all or substantial part of the business of the Company, before any distribution or payment could be made to the holders of common stock, the holders of Series Seed, Series A and Series B redeemable convertible preferred stock were entitled to receive $1.02, $11.3518 and $0.3323 per share (subject to adjustment in the event of any share dividend, share split, combination, or other recapitalization), respectively, plus any declared but unpaid dividends on such shares. If the assets and funds were insufficient for such distribution, they were to receive a pro rata distribution, based on the relative preferred stock ownership and in proportion to the preferential amount each such holder is otherwise entitled. If the assets and funds were in excess of amounts distributed to the preferred stockholders, the remaining assets and funds were to be distributed pro rata to the holders of the common stock. If the holders of the redeemable convertible preferred stock would receive a greater distribution if they converted to common stock, then such conversion would have been assumed prior to distribution.

Conversion rights

The holders of Series Seed, Series A and Series B redeemable convertible preferred stock had a right to convert their stock into not assessable shares of common stock at a conversion rate equal to their respective liquidation preferences divided by a conversion price of $1.02, $11.3518 and $0.3323, respectively, which would be adjusted for any stock splits, stock dividends, combination, subdivisions, recapitalization or similar transactions.

Shares of Series B redeemable convertible preferred stock were automatically be converted into shares of common stock upon the earlier of (a) the closing of the sale of shares of common stock to the public at a minimum price of $1.41 per share, subject to appropriate adjustment in the event of any stock splits, stock dividends, combinations, subdivisions, recapitalization or similar transactions with respect to common stock, in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75.0 million of gross cash proceeds to the Company or (b)(i) upon vote or written consent of a majority of the then outstanding shares of the Series Seed redeemable convertible preferred stock, voting as a separate series on an as-converted basis or (ii) upon vote or written consent of the majority of the then outstanding shares of the Series B redeemable convertible preferred stock, voting as a separate series on an as-converted basis, respectively.

Redemption rights

The redeemable convertible preferred stock is recorded in mezzanine equity because while it is not currently redeemable, it may become redeemable at the option of the preferred stockholders upon the occurrence of certain deemed liquidation events that are considered not solely within the Company’s control for an amount equal to the shares respective liquidation preference plus declared and unpaid dividends.

Voting rights

Each holder of redeemable convertible preferred stock shall be entitled to the number of votes equal to the number of shares of common stock into which such redeemable convertible preferred stock could then be converted and, with respect to such vote, holders of redeemable convertible preferred stock are entitled to vote together with the holders of common stock as a single class on all matters.

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities - Schedule of Fair Value Measurement Inputs of Private Placement Warrants (Details) - Valuation Technique, Option Pricing Model - Private Placement Warrants	Dec. 31, 2021 $ / shares year	Mar. 11, 2021 $ / shares year
Stock price
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| $ / shares	5.20	12.00
Exercise price of warrant
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	11.50	11.50
Term (years)
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	4.19	5.00
Expected volatility
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.5700	0.2700
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0114	0.0078

Description of Business and Basis of Presentation	12 Months Ended
Description of Business and Basis of Presentation	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Description of Business Ouster, Inc. was incorporated in the state of Delaware on June 4, 2020. The Company’s operating subsidiary, Ouster Technologies, Inc. (“OTI” and prior to the Merger (as defined below), named Ouster, Inc.), was incorporated in the state of Delaware on June 30, 2015. The Company is a leading provider of high-resolution digital lidar sensors that offer advanced 3D vision to machinery, vehicles, robots, and fixed infrastructure assets, allowing each to understand and visualize the surrounding world and ultimately enabling safe operation and ubiquitous autonomy. Unless the context otherwise requires, references in this subsection to “the Company” refer to the business and operations of OTI (formerly known as Ouster, Inc.) and its consolidated subsidiaries prior to the Merger (as defined below) and to Ouster, Inc. (formerly known as Colonnade Acquisition Corp.) and its consolidated subsidiaries following the consummation of the Merger. Colonnade Acquisition Corp. (“CLA”), the Company’s legal predecessor, was originally a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020. CLA was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On March 11, 2021, CLA consummated a merger with the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 21, 2020, details of which are included below. Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Impact of the COVID-19 Pandemic The Company has been actively monitoring the ongoing COVID-19 pandemic situation and its impact on the Company’s business. In response to the pandemic, numerous state and local jurisdictions have imposed “shelter-in-place” orders, quarantines and other restrictions. In the United States, governmental authorities have, at times, recommended, and in certain cases required, that elective, specialty and other procedures and appointments, be suspended or canceled. In the United States, COVID-19 restrictions continue to vary state by state as the measures depend greatly on the political landscape and the resurgence of new cases. In California, where the Company’s headquarters are located, face coverings indoors are still recommended regardless of vaccination status, and some counties continue to have mask mandates. Such orders or restrictions have, at times during the pandemic, resulted in reduced operations at the Company’s headquarters (including its manufacturing facility), work stoppages, slowdowns and delays, travel restrictions and cancellation of events and have restricted the efforts of the Company’s sales representatives, thereby significantly and negatively impacting the Company’s operations. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, including variants, the progression and effectiveness of vaccination roll-outs, vaccination hesitancy, and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The situation surrounding COVID-19 remains fluid and the potential for a material impact on the Company increases the longer the virus impacts the level of economic activity in the United States and globally. Given the ongoing evolution of the COVID-19 and the global responses to curb its impact, the Company is not able to estimate the future effects of the COVID-19 on its results of operations, financial condition, or liquidity. Liquidity The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has experienced recurring losses from operations, and negative cash flows from operations. As of December 31, 2021, the Company had an accumulated deficit of approximately $303.4 million. The Company has historically financed its operations primarily through the Merger and related transactions, the sale of convertible notes, equity securities, proceeds from debt and, to a lesser extent, cash received from sales. Management expects significant operating losses and negative cash flows from operations to continue for the foreseeable future. The Company expects to continue investing in product development and sales and marketing activities. The long-term continuation of the Company’s business plan is dependent upon the generation of sufficient revenues from its products to offset expenses. In the event that the Company does not generate sufficient cash flows from operations and is unable to obtain funding, the Company will be forced to delay, reduce, or eliminate some or all of its discretionary spending, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or ability to continue operations. The Company has concluded that its cash and cash equivalents as of December 31, 2021 are sufficient for the Company to continue as a going concern for at least one year from the date these consolidated financial statements are available for issuance. Merger Agreement with Colonnade Acquisition Corp. and Beam Merger Sub, Inc. On December 21, 2020, OTI entered into the Merger Agreement with CLA and Beam Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and subsidiary of CLA. OTI’s board of directors unanimously approved OTI’s entry into the Merger Agreement, and on March 11, 2021, the transactions contemplated by the Merger Agreement were consummated. Pursuant to the terms of the Merger Agreement, (i) CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.” and (ii) Merger Sub merged with and into OTI (such transactions contemplated by the Merger Agreement, the “Merger”), with OTI surviving the Merger. As a result of the Merger, among other things, (1) each of the then issued and outstanding 5,000,000 CLA Class B ordinary shares, par value $0.0001 per share, of CLA (the “CLA Class B ordinary shares”) converted automatically, on a one-for-one basis, into a CLA Class A ordinary share (as defined below), (2) immediately following the conversion described in clause (1), each of the then issued and outstanding 25,000,000 Class A ordinary shares, par value $0.0001 per share, of CLA (the “CLA Class A ordinary shares”), converted automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Ouster (the “Ouster common stock”), (3) each of the then issued and outstanding 10,000,000 redeemable warrants of CLA (the “CLA warrants”) converted automatically into a redeemable warrant to purchase one share of Ouster common stock (the “Public warrants”) pursuant to the Warrant Agreement, dated August 20, 2020 (the “Warrant Agreement”), between CLA and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (4) each of the then issued and outstanding units of CLA that had not been previously separated into the underlying CLA Class A ordinary shares and underlying CLA warrants upon the request of the holder thereof (the “CLA units”), were cancelled and entitled the holder thereof to one share of Ouster common stock and one-half of one Public warrant, and (5) each of the then issued and outstanding 6,000,000 private placement warrants of CLA (the “Private Placement warrants”) converted automatically into a warrant to purchase one share of Ouster common stock pursuant to the Warrant Agreement. No fractional Public warrants were issued upon separation of the CLA units. Immediately prior to the effective time of the Merger, (1) each share of OTI’s Series B Preferred Stock, par value $0.00001 per share (the “OTI Preferred Stock”), converted into one share of common stock, par value $0.00001 per share, of OTI (the “OTI common stock” and, together with OTI Preferred Stock, the “OTI Capital Stock”) (such conversion, the “OTI Preferred Conversion”) and (2) all of the outstanding warrants to purchase shares of OTI Capital Stock were exercised in full or terminated in accordance with their respective terms (the “OTI Warrant Settlement”). As a result of and upon the closing of the Merger, among other things, all shares of OTI Capital Stock (after giving effect to the OTI Warrant Settlement) outstanding immediately prior to the closing of the Merger together with shares of OTI common stock reserved in respect of options to purchase shares of OTI common stock and restricted shares of OTI common stock (together, the “OTI Awards”) outstanding immediately prior to the closing of the Merger that were converted into awards based on Ouster common stock, were cancelled in exchange for the right to receive, or the reservation of, an aggregate of 150,000,000 shares of Ouster common stock (at a deemed value of $10.00 per share), which, in the case of OTI Awards, were shares underlying awards based on Ouster common stock, representing a fully-diluted pre-transaction. Upon closing of the Merger, the Company received gross proceeds of $299.9 million from the Merger and private offering, offset by $8.5 million of pre-merger costs relating to CLA and offerings costs of $26.6 million. The Merger was accounted for as a reverse recapitalization. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. PIPE Investment On December 21, 2020, concurrently with the execution of the Merger Agreement, CLA entered into subscription agreements with certain institutional and accredited investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 10,000,000 shares of Ouster common stock at $10.00 per share for an aggregate commitment amount of $100,000,000 (the “PIPE Investment”), a portion of which was funded by certain affiliates of Colonnade Sponsor LLC, CLA’s sponsor (the “Sponsor”). The PIPE Investment was consummated substantially concurrently with the closing of the Merger.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company has evaluated subsequent events through February 28, 2022, the date these consolidated financial statements were available to be issued and has determined that no subsequent events require disclosure in the consolidated financial statements.

Balance Sheet Components - Schedule of Acquired Intangible Assets (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 23,400
Accumulated Amortization	(748)
Net Book Value	$ 22,652
Developed technology
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	8 years
Gross Carrying Value	$ 15,900
Accumulated Amortization	(331)
Net Book Value	$ 15,569
Vendor relationship
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years
Gross Carrying Value	$ 6,600
Accumulated Amortization	(367)
Net Book Value	$ 6,233
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years
Gross Carrying Value	$ 900
Accumulated Amortization	(50)
Net Book Value	$ 850

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Fair Value Measurement Inputs

The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	Initial Issuance Date			Subsequent Issuance Date			December 31, 2020			February 11, 2021			March 11, 2021
Stock price	$	5.80		$	5.80		$	7.11		$	10.27		$	8.44
Term (years)	10.00			9.31			2.00			2.00			2.00
Expected volatility	57.81		%	57.35		%	76.00		%	76.00		%	76.00		%
Risk-free interest rate	3.06		%	1.75		%	0.13		%	0.13		%	0.13		%
Dividend yield	0		%	0		%	0		%	0		%	0		%

The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	March 11, 2021			December 31, 2021
Stock price	$	12.00		$	5.20
Exercise price of warrant	$	11.50		$	11.50
Term (years)	5.00			4.19
Expected volatility	27.00		%	57.00		%
Risk-free interest rate	0.78		%	1.14		%

Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 2,401	$ 1,376
Work in process	1,951	1,249
Finished goods	3,096	2,192
Total inventory	$ 7,448	$ 4,817

Convertible Notes Payable	12 Months Ended
Convertible Notes Payable	Dec. 31, 2021
Debt Disclosure [Abstract]
Convertible Notes Payable	Convertible Notes Payable 2018 Convertible Notes During the period from August 2018 through April 2019, the Company issued convertible promissory notes to certain Investors (“2018 Investors”), with an aggregate principal amount of $40.3 million (“2018 Convertible Notes”). The Company received consideration of $40.0 million, net of debt issuance costs of $0.3 million. The 2018 Convertible Notes were payable anytime on or after two years from the respective issuance dates upon demand of the 2018 Investors holding at least 60% of the outstanding principal of the 2018 Convertible Notes or at the Company’s option with 10 days’ notice to the 2018 Investors, and carried paid in-kind interest of 5%. The notes and all accrued but unpaid interest were automatically convertible into shares of the Company’s common stock in the event of qualified financing (defined with respect to the 2018 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of at least $5 million) and convertible in the event of non-qualified financing (defined with respect to the 2018 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of less than $5 million) or change of control at the option of the majority of 2018 Investors at a conversion price equal to the lesser of (i) $400 million divided by the number of shares of the Company’s common stock outstanding immediately prior to the respective events, assuming conversion or exercise of all securities convertible into common stock and (ii) the price per share of its capital stock paid in the applicable transaction (qualified financing, non-qualified financing, or change of control). All of the 2018 Convertible Notes were converted to common stock in April 2020 as part of Series B redeemable convertible preferred stock financing. For the year ended December 31, 2020, the Company recognized interest expense of $0.6 million and amortization of debt discount issuance costs, included in interest expense of $0.1 million related to the 2018 Convertible Notes. On April 3, 2020, $40.2 million of principal and $2.8 million of accrued interest of the 2018 Convertible Notes were converted to 3,005,762 shares of common stock at a conversion price of $14.33 per share. The Notes were converted to common stock outside of the original contract terms. The holders of 2018 Convertible Notes issued consents to amend the terms of the notes to provide for conversion to common stock before maturity, including a newly negotiated issuance price to affect the conversion in order to raise additional financing. The Company accounted for the transaction as a troubled debt restructuring as a result of satisfying the below criteria: •The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange. •The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company. The convertible notes exchange resulted in a gain of approximately $42.5 million, which resulted in a credit to additional paid-in capital as this transaction was with related parties. 2019 Convertible Notes During the period from September through November, 2019, the Company issued convertible promissory notes to certain Investors (“2019 Investors”), with an aggregate principal amount of $29.3 million (“2019 Convertible Notes”). The Company received consideration of $29.2 million, net of debt issuance costs of $0.1 million. The 2019 Convertible Notes were to be payable anytime on or after September 18, 2021 upon demand by consent of the 2019 Investors holding at least 60% of the outstanding principal of the 2019 Convertible Notes or at the Company’s option with 10 days’ notice to the 2020 Investors, and carried interest at 5% per annum which in addition to the notes was payable at maturity. The 2019 Convertible Notes and all accrued but unpaid interest were automatically convertible into shares of the Company’s common stock in the event of qualified financing and convertible in the event of non-qualified financing (defined with respect to the 2019 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of less than $20 million) or change of control at the option of the majority of 2020 investors at a conversion price determined as the lesser of (i) a ratio of $300 million and the number of shares of the Company’s common stock outstanding immediately prior to the respective events, assuming conversion or exercise of all securities convertible into common stock and (ii) 85% of the price per share of its capital stock paid in the applicable transaction (qualified financing, non-qualified financing, or change of control). 2019 Convertible Notes contain embedded features that provide the lenders with multiple settlement alternatives. Certain of these settlement features provided the lenders a right to a fixed number of the Company’s shares upon conversion of the notes (the “conversion option”). Other settlement features provided the lenders the right or the obligation to receive cash or a variable number of shares upon the completion of a capital raising transaction, change of control or default of the Company (the “redemption features”). The conversion options of the convertible notes did not meet the requirements to be separately accounted for as a derivative liability. However, certain redemption features of the 2019 Convertible Notes met the requirements for separate accounting and were accounted for as a single, compound derivative instrument. The derivative instrument was recorded at fair value at inception and was subject to remeasurement to fair value at each balance sheet date, with any changes in fair value recognized in the statements of operations and comprehensive loss (see Note 4). On April 3, 2020, $29.3 million of principal and $0.7 million of accrued interest of the 2019 Convertible Notes were converted to 4,196,178 shares of common stock at a conversion price of $7.17 per share. All of the 2019 Convertible Notes were converted to common stock in April 2020 as part of Series B redeemable convertible preferred stock financing. The Notes were converted to common stock outside of the original contract terms. The holders of 2019 Convertible Notes issued consents to amend the terms of the notes to provide for conversion to common stock before maturity, including a newly negotiated issuance price to affect the conversion in order to raise additional financing. The Company accounted for the transaction as a troubled debt restructuring as a result of satisfying the below criteria: •The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange. •The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company. The convertible notes exchange resulted in a gain of approximately $29.3 million, which resulted in a credit to additional paid-in capital as this transaction was with related parties. The outstanding derivative liability in the amount of $5.3 million as of the conversion date of 2019 Notes was extinguished and accounted for as a capital contribution to equity. For the year ended December 31, 2020, the Company recognized interest expense of $0.4 million and amortization of debt discount issuance costs, included in interest expense of $0.1 million in relation with the 2019 Convertible Notes.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 1I
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

350 Treat Building Lease

In September 2017, the Company entered into a lease agreement (the “350 Treat Building Lease”) to lease approximately 26,125 square feet of office and warehouse space located in San Francisco, California for its corporate headquarters. Subsequently, in June 2018, the Company took possession of the 350 Treat Building Lease. This lease includes a free rent period and escalating rent payments and has a remaining lease term of 3.1 years that expires on January 31, 2023. The Company’s obligation to pay rent commenced in February 2018. The Company is obligated to make lease payments totaling approximately $7.4 million over the lease term, offset by $2.4 million of tenant improvement allowance. The lease further provides that the Company is obligated to pay to the landlord certain costs, including taxes and operating expenses.

In November 2021, the Company entered into an amendment to the 350 Treat Building Lease agreement, whereby the parties agreed to extend the term of the lease for an additional four years and seven months and provide for an additional tenant improvement allowance. The total base lease payments for the extended period of 4.6 years equals $7.6 million . The Company recorded an adjustment of $5.5 million to the right-of-use asset and right-of-use operating lease liability associated with the 350 Treat Building Lease agreement upon the amendment.

The 350 Treat Building Lease is considered to be an operating lease as it does not meet the criteria of a finance lease. As of December 31, 2021, the operating lease right-of-use asset and operating lease liability were $6.6 million and $8.3 million, respectively. As of December 31, 2020, the operating lease right-of-use asset and operating lease liability were $2.1 million and $3.1 million, respectively. The discount rate used to determine the lease liability was 3.74%.

2741 16th Street Lease

In September 2017 the Company entered into a lease agreement (the “2741 16th Street Lease”) to lease approximately 20,032 square feet of office space and 25,000 of parking space located in San Francisco, California. Subsequently, in June 2019, the Company took possession of the 2741 16th Street Lease. This lease includes a free rent period and escalating rent payments and has a remaining lease term of 3.1 years that expires on August 31, 2023. The Company’s obligation to pay rent commenced in September 2018. The Company is obligated to make lease payments totaling approximately $8.2 million over the lease term, offset by $4.6 million of tenant improvement allowance. The lease further provides that the Company is obligated to pay to the landlord certain costs related to 2741 16th Street, including taxes and operating expenses.

In May 2020, the Company entered into an amendment to the 2741 16th Street Lease agreement, whereby the parties agreed to extend the term of the lease for an additional four years, restructure the monthly rent payable under the lease and provide for an additional tenant improvement allowance. The total base lease payments for the extended period of 4.0 years equals $8.5 million and the increase in total base lease payments for the lease term provided for by the original agreement is $0.7 million. The Company recorded an adjustment of $6.2 million to the right-of-use asset and right-of-use operating lease liability associated with the 2741 16th Street Lease agreement upon the amendment.

The 2741 16th Street Lease is considered to be an operating lease as it does not meet the criteria of a finance lease. As of December 31, 2021, the operating lease right-of-use asset and lease liability were $7.7 million (2020: $8.7 million) and $10.1 million (2020: $11.5 million), respectively. The discount rate used to determine the operating lease liability was 5.25%.

Other operating real estate leases

In 2020 and 2021, the Company entered into three lease agreements for office spaces located outside of the US. The terms of those leases range from 2 to 3 years. The Company is obligated to make lease payments totaling approximately $1.0 for those leases over the respective lease terms.

Total operating lease cost for the years ended December 31, 2021, 2020 and 2019 was $3.6 million, $2.9 million and $1.9 million, which consisted of $3.0 million, $2.6 million and $1.7 million of fixed lease expense and $0.6 million, $0.3 million and $0.2 million of variable lease expense, respectively. Cash paid for amounts included in the measurement of lease liabilities was $4.2 million, $3.5 million and $3.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The following table presents the weighted average remaining lease term and discount rate for leases:


	December 31, 2021		December 31, 2020
Weighted-average remaining lease term	5.53		5.58
Weighted-average discount rate	4.55	%	5.25	%

The maturities of the operating lease liabilities as of December 31, 2021 were as follows (in thousands):


Year ending December 31,
2022	$	3,940
2023	3,784
2024	3,884
2025	3,902
2026 and thereafter	6,751
Total undiscounted lease payments	22,261
Less: imputed interest	(2,986)
Total operating lease liabilities	$	19,275

Business Combination and Related Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Combination

The following table summarizes the preliminary fair value of identifiable assets acquired and liabilities assumed (in thousands):


Cash	$	689
Restricted cash	69
Accounts receivable, net	768
Prepaid expenses and other current assets	463
Property and equipment, net	626
Intangible assets:
Developed technology - estimated useful life of 8 years	15,900
Vendor relationship - estimated useful life of 3 years	6,600
Customer relationships - estimated useful life of 3 years	900
Goodwill	51,076
Accounts payable	(266)
Accrued and other current liabilities	(1,540)
Deferred tax liability	(2,477)
Total purchase consideration	$	72,808

Schedule of Business Acquisition, Pro Forma Information

The following table includes unaudited pro forma results (in thousands, except per share data):


	December 31,
	2021	2020
Revenue	33,578	21,930
Net (loss)	(107,352)	(139,850)

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands):


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	177,513	$	—	$	—	$	177,513
Total financial assets	$	177,513	$	—	$	—	$	177,513
Liabilities
Warrant liabilities	$	—	$	—	$	7,626	$	7,626
Total financial liabilities	$	—	$	—	$	7,626	$	7,626


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Money market funds	$	10,493	$	—	$	—	$	10,493
Total financial assets	$	10,493	$	—	$	—	$	10,493
Liabilities
Warrant liabilities	$	—	$	—	$	49,293	$	49,293
Total financial liabilities	$	—	$	—	$	49,293	$	49,293

Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

The fair value of the redeemable convertible preferred stock warrant, redeemable convertible preferred stock tranche and Private Placement warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 8).

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Redeemable Convertible Preferred Stock Warrant Liability		Redeemable Convertible Preferred Stock Tranche Liability		Private Placement Warrant Liability		Derivative liability
Fair value as of January 1, 2019	$	(115)	$	—	$	—	$	—
Recognition of preferred stock warrant liability upon subsequent issuance of warrants	(53)		—		—		—
Change in the fair value included in other income (expense), net	6		—		—		—
Fair value as of December 31, 2019	$	(162)	$	—	$	—	$	—
Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants	(691)		(1,610)		—		—
Change in the fair value included in other income (expense), net	(48,440)		—		—		(5,308)
Extinguishment of derivative liability upon conversion of convertible notes	—		—		—		5,308
Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net	—		1,610		—		—
Fair value as of December 31, 2020	(49,293)		—		—		—
Private placement warrant liability acquired as part of the Merger	—		—		(19,377)		—
Change in the fair value included in other income (expense), net	(8,804)		—		11,751		—
Issuance of preferred stock upon exercise of warrants	58,097		—		—		—
Fair value as of December 31, 2021	$	—	$	—	$	(7,626)	$	—

Non-Recurring Fair Value Measurements

The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.

Disclosure of Fair Values

Our financial instruments that are not re-measured at fair value include accounts receivable, accounts payable, accrued and other current liabilities and short-term debt. The carrying values of these financial instruments approximate their fair values.

- Definition

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

+ References + Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Cash and Cash Equivalents

The Company’s cash and cash equivalents consist of the following (in thousands):


	December 31,
	2021		2020
Cash	$	5,131	$	869
Cash equivalents:
Money market funds(1)	177,513		10,493
Total cash and cash equivalents	$	182,644	$	11,362

(1) The Company maintains a cash sweep account which is included in money market funds as of December 31, 2021. Cash is invested in the short-term money market funds, which is a cash sweep for not invested cash that earns interest.

Inventory

Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands):


	December 31,
	2021		2020
Raw materials	$	2,401	$	1,376
Work in process	1,951		1,249
Finished goods	3,096		2,192
Total inventory	$	7,448	$	4,817

During the years ended December 31, 2021, 2020 and 2019, $0.8 million, $0.8 million and $4.8 million of inventory write downs were charged to cost of revenue.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):


	December 31,
	2021		2020
Prepaid expenses	$	1,970	$	694
Prepaid insurance	1,355		206
Receivable from contract manufacturer	1,344		1,521
Grant receivable	779		—
Security deposit	118		20
Total prepaid and other current assets	$	5,566	$	2,441

Property and Equipment, net

Property and equipment consists of the following (in thousands):


	Estimated Useful Life (in years)	December 31,
		2021		2020
Machinery and equipment	3	$	8,404	$	5,084
Computer equipment	3	498		456
Automotive and vehicle hardware	5	93		93
Software	3	104		104
Furniture and fixtures	7	730		721
Construction in progress		1,700		—
Leasehold improvements	Shorter of useful life or lease term	9,265		9,265
		20,794		15,723
Less: Accumulated depreciation		(10,740)		(5,992)
Property and equipment, net		$	10,054	$	9,731

Depreciation expense associated with property and equipment was $4.7 million, $3.7 million and $2.0 million in the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the Company had tangible assets of $1.8 million held in Thailand and the remainder were in the U.S. As of December 31, 2020, the Company had tangible assets of $1.3 million held in Thailand and the remainder were in the U.S.

Goodwill and Acquired Intangible Assets, Net

The following table presents goodwill activity (in thousands):


December 31, 2020	$	—
Goodwill acquired	51,076
December 31, 2021	$	51,076

Acquired intangible assets, net consisted of the following (in thousands):


	Estimated Useful Life (in years)	December 31, 2021
		Gross Carrying Value		Accumulated Amortization		Net Book Value
Developed technology	8	$	15,900	$	(331)	$	15,569
Vendor relationship	3	6,600		(367)		6,233
Customer relationships	3	900		(50)		850
Intangible assets, net		$	23,400	$	(748)	$	22,652

Amortization expense associated with acquired intangible assets, net was $0.7 million in the year ended December 31, 2021. The Company did not have any intangible assets and amortization expense associated as of December 31, 2020 and in the year ended December 31, 2019.

Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):


	December 31,
	2021		2020
Accrued compensation	$	3,229	$	1,618
Uninvoiced receipts	9,835		1,947
Other	1,109		556
Total accrued and other current liabilities	$	14,173	$	4,121

Stock-based compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted stock units	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Outstanding shares
Restricted stock awards, beginning balance (in shares) \| shares	0
Assumed through acquisition (in shares) \| shares	4,490,980
Granted (in shares) \| shares	5,224,504
Canceled (in shares) \| shares	(552,072)
Vested (in shares) \| shares	(509,786)
Restricted stock awards, ending balance (in shares) \| shares	8,653,626
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 0
Assumed through acquisition (in dollars per share) \| $ / shares	6.55
Granted (in dollars per share) \| $ / shares	9.39
Canceled (in dollars per share) \| $ / shares	8.89
Vested (in dollars per share) \| $ / shares	10.30
Ending balance (in dollars per share) \| $ / shares	$ 7.90

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 182,644	$ 11,362
Restricted cash, current	977	276
Accounts receivable, net	10,723	2,327
Inventory	7,448	4,817
Prepaid expenses and other current assets	5,566	2,441
Total current assets	207,358	21,223
Property and equipment, net	10,054	9,731
Operating lease, right-of-use assets	15,156	11,071
Goodwill	51,076	0
Intangible assets, net	22,652	0
Restricted cash, non-current	1,035	1,004
Other non-current assets	371	3,385
Total assets	307,702	46,414
Current liabilities:
Accounts payable	4,863	6,894
Accrued and other current liabilities	14,173	4,121
Short-term debt	0	7,130
Operating lease liability, current portion	3,067	2,772
Total current liabilities	22,103	20,917
Operating lease liability, long-term portion	16,208	11,908
Warrant liabilities (At December 31, 2021 and 2020 related party $2,669 and Nil, respectively)	7,626	49,293
Other non-current liabilities	1,065	978
Total liabilities	47,002	83,096
Commitments and contingencies (Note 9)
Redeemable convertible preferred stock issued, value	0	39,225
Stockholders’ equity / (deficit):
Common stock issued, value	17	0
Additional paid-in capital	564,045	133,468
Accumulated deficit	(303,356)	(209,375)
Accumulated other comprehensive loss	(6)	0
Total stockholders’ equity (deficit)	260,700	(75,907)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	$ 307,702	$ 46,414

Employee benefit plan (Details) - USD ($) $ in Thousands	12 Months Ended
Employee benefit plan (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, employer contribution amount	$ 1,000	$ 700	$ 500
Maximum
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution, percent (up to)	4.00%

Balance Sheet Components - Schedule of Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 0
Goodwill acquired	51,076
Goodwill, ending balance	$ 51,076

Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued compensation	$ 3,229	$ 1,618
Uninvoiced receipts	9,835	1,947
Other	1,109	556
Total accrued and other current liabilities	$ 14,173	$ 4,121

Leases - Narrative (Details) $ in Thousands	12 Months Ended
Leases - Narrative (Details) $ in Thousands	Dec. 31, 2021 USD ($) agreement	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 30, 2021 USD ($)	May 31, 2020 USD ($)	Sep. 30, 2017 USD ($) ft²
Lessee, Lease, Description [Line Items]
Operating lease liability to be paid	$ 22,261
Operating lease, right-of-use assets	15,156	$ 11,071
Total operating lease liabilities	19,275
Operating Lease, cost	3,600	2,900	$ 1,900
Operating lease, fixed lease expense	3,000	2,600	1,700
Variable lease, cost	600	300	200
Operating lease, payments	4,200	3,500	$ 3,300
350 Treat Building Lease
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²						26,125
Operating lease, remaining lease term						3 years 1 month 6 days
Operating lease liability to be paid						$ 7,400
Tenant improvement allowance						$ 2,400
Operating lease, renewal term				4 years 7 months 6 days
Operating lease, base lease payment for extended lease term				$ 7,600
Operating lease liability, adjustment				5,500
Operating lease, right-of-use asset, adjustment				$ 5,500
Operating lease, right-of-use assets	6,600	2,100
Total operating lease liabilities	$ 8,300	3,100
Discount rate	3.74%
2741 16th Street Lease
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term						3 years 1 month 6 days
Operating lease liability to be paid						$ 8,200
Tenant improvement allowance						$ 4,600
Operating lease, renewal term					4 years
Operating lease, base lease payment for extended lease term					$ 8,500
Operating lease liability, adjustment					6,200
Operating lease, right-of-use asset, adjustment					6,200
Operating lease, right-of-use assets	$ 7,700	8,700
Total operating lease liabilities	$ 10,100	$ 11,500
Discount rate	5.25%
Operating lease, increase in base lease payment					$ 700
2741 16th Street Lease \| Office Building
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²						20,032
2741 16th Street Lease \| Parking
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²						25,000
Other Operating Real Estate Leases
Lessee, Lease, Description [Line Items]
Operating lease liability to be paid	$ 1,000
Operating lease, number of lease agreements \| agreement	3
Other Operating Real Estate Leases \| Minimum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	2 years
Other Operating Real Estate Leases \| Maximum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	3 years

Redeemable Convertible Preferred and Common Stock - Narrative (Details)		1 Months Ended									12 Months Ended
	Mar. 10, 2021 $ / shares	Aug. 31, 2020 USD ($) $ / shares shares	Jul. 31, 2020 USD ($) $ / shares	Jul. 30, 2020 shares	May 31, 2020 USD ($) $ / shares shares	Apr. 30, 2020 USD ($) $ / shares shares	Oct. 31, 2017 USD ($) $ / shares shares	Jul. 31, 2016 USD ($) $ / shares shares	May 31, 2016 USD ($) $ / shares shares	Apr. 30, 2016 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Mar. 11, 2021 vote $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 21, 2020 $ / shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.00001										$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, par value (in dollars per share)											$ 0.0001
Common stock, shares authorized (in shares) \| shares											1,000,000,000			210,956,516
Preferred stock, shares authorized (in shares) \| shares											100,000,000
Common stock, shares outstanding (in shares) \| shares											172,200,417		161,449,205	33,327,294
Warrants outstanding (in shares) \| shares													15,999,996
Common stock, voting rights, number of votes per share \| vote													1
Redeemable convertible preferred stock, issue price (in dollars per share)													$ 10.00
Issuance cost \| $											$ 265,000
Stock issued from conversion of note (in shares) \| shares							1,253,556
Convertible notes payable \| $							$ 4,600,000
Investor
Class of Stock [Line Items]
Stock issued from conversion of note (in shares) \| shares										44,256
Convertible notes payable \| $										$ 45,000
Series Seed Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares issued (in shares) \| shares								445,942	563,725	1,887,253
Redeemable convertible preferred stock, issue price (in dollars per share)								$ 1.02	$ 1.02	$ 1.02
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost \| $								$ 500,000	$ 600,000	$ 1,800,000
Issuance cost \| $										$ 100,000
Stock issued during period, conversion of convertible securities (in shares) \| shares						2,941,176
Redeemable convertible preferred stock dividends (in dollars per share)	0.0612
Liquidation preference (in dollars per share)	1.02
Convertible preferred stock, conversion price (in dollars per share)	1.02
Series A Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares issued (in shares) \| shares							1,324,511					715,712
Redeemable convertible preferred stock, issue price (in dollars per share)							$ 11.3158					$ 11.3158
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost \| $							$ 14,800,000					$ 8,100,000
Issuance cost \| $							$ 200,000
Stock issued during period, conversion of convertible securities (in shares) \| shares						3,293,779
Redeemable convertible preferred stock dividends (in dollars per share)	0.6789
Liquidation preference (in dollars per share)	11.3518
Convertible preferred stock, conversion price (in dollars per share)	11.3518
Series B Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares issued (in shares) \| shares		25,286,587		37,970,846	17,320,031	45,185,071
Redeemable convertible preferred stock, issue price (in dollars per share)		$ 0.3323	$ 0.3323		$ 0.3323	$ 0.3323								$ 0.33
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost \| $		$ 8,400,000	$ 12,500,000		$ 5,800,000	$ 15,100,000
Issuance cost \| $		$ 100,000	$ 100,000		$ 100,000	$ 100,000
Redeemable convertible preferred stock dividends (in dollars per share)	0.019938
Liquidation preference (in dollars per share)	0.3323
Convertible preferred stock, conversion price (in dollars per share)	$ 0.3323
Convertible preferred stock, terms of conversion, common stock price trigger											$ 1.41
Convertible preferred stock, conversion term, threshold gross cash proceeds \| $											$ 75,000,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized (in shares)	100,000,000	131,411,372
Redeemable convertible preferred stock, shares issued (in shares)	0	88,434,754
Redeemable convertible preferred stock, shares outstanding (in shares)	0	88,434,754
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 41,791
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	210,956,516
Common stock, shares issued (in shares)	172,200,417	33,327,294
Common stock, shares outstanding (in shares)	172,200,417	33,327,294
Warrant liabilities	$ 7,626	$ 49,293
Related Party
Warrant liabilities	$ 2,669	$ 0

Stock-based compensation - Schedule of Stock Options Assumed Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend rate	0.00%
Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years		6 years
Risk-free interest rate, minimum		0.30%	1.50%
Risk-free interest rate, maximum		1.50%	2.40%
Expected volatility, minimum		57.40%	55.30%
Expected volatility, maximum		63.30%	58.00%
Expected dividend rate	0.00%	0.00%	0.00%
Option \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		5 years
Option \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 years 1 month 6 days
Option Assumed Through Acquisition
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	0.80%
Risk-free interest rate, maximum	1.30%
Expected volatility, minimum	44.10%
Expected volatility, maximum	48.60%
Expected dividend rate	0.00%
Option Assumed Through Acquisition \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	3 years 1 month 6 days
Option Assumed Through Acquisition \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 7 months 6 days

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue	$ 33,578	$ 18,904	$ 11,413
Cost of product revenue	24,492	17,391	17,428
Gross profit	9,086	1,513	(6,015)
Operating expenses:
Research and development	34,579	23,317	23,297
Sales and marketing	22,258	8,998	4,505
General and administrative	51,959	20,960	14,546
Total operating expenses	108,796	53,275	42,348
Loss from operations	(99,710)	(51,762)	(48,363)
Other income (expense):
Interest income	471	24	278
Interest expense	(504)	(2,517)	(3,582)
Other income (expense), net	2,968	(52,150)	7
Total other income (expense), net	2,935	(54,643)	(3,297)
Loss before income taxes	(96,775)	(106,405)	(51,660)
(Benefit from) provision for income taxes	(2,794)	375	1
Net loss	(93,981)	(106,780)	(51,661)
Foreign currency translation adjustments	(6)	0	0
Total comprehensive loss	$ (93,987)	$ (106,780)	$ (51,661)
Earnings Per Share [Abstract]
Net loss per common share, basic (in dollars per share)	$ (0.70)	$ (5.98)	$ (6.99)
Net loss per common share, diluted (in dollars per share)	$ (0.70)	$ (5.98)	$ (6.99)
Weighted-average shares used to compute basic net loss per share (in shares)	133,917,571	17,858,976	7,390,456
Weighted-average shares used to compute diluted net loss per share (in shares)	133,917,571	17,858,976	7,390,456
Product
Income Statement [Abstract]
Revenue	$ 33,578	$ 16,886	$ 9,804
Cost of product revenue	0	26	308
Service
Income Statement [Abstract]
Revenue	0	2,018	1,609
Cost of product revenue	$ 24,492	$ 17,365	$ 17,120

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of credit In connection with the 350 Treat Building Lease and 2741 16th Street Lease, the Company obtained letters of credit from certain banks as required by the lease agreements. If the Company defaults under the terms of the lease, the lessor will be entitled to draw upon the letters of credit in the amount necessary to cure the default. The amounts covered by the letters of credit are collateralized by certificates of deposit, which are included in restricted cash on the consolidated balance sheets as of December 31, 2021 and 2020. The outstanding amount of the letters of credit are $2.0 million and $1.3 million as of December 31, 2021 and 2020, respectively. Non-cancelable purchase commitments As of December 31, 2021, the Company had non-cancelable purchase commitments to a third-party contract manufacturer for approximately $17.5 million and other vendors for approximately $12.3 million. Legal proceedings The Company is involved in various legal proceedings arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. On June 10, 2021, we received a letter from the SEC notifying us of an investigation and document subpoena. The subpoena seeks documents regarding projected financial information in CLA’s Form S-4 registration statement filed on December 22, 2020. We are complying with the SEC’s requests to date. We are awaiting information from the SEC on whether there will be next steps, if any beyond current requests to date. Although we believe we are responding in an appropriate manner, there can be no assurance whether this SEC investigation shall conclude, whether the SEC may request production for additional documents and communications, or whether we may be involved in subsequent litigation. At this time, we are unable to estimate the probability or the amount of liability, if any, related to this matter. Indemnification From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnity agreements. The consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at December 31, 2021 and 2020.

Business Combination and Related Transactions - Narrative (Details) - Sense Photonics Inc. - USD ($) $ in Thousands		2 Months Ended	12 Months Ended
	Oct. 22, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Business combination, consideration transferred	$ 72,800
Business acquisition, equity interest Issued (in shares)	9,163,982
Business combination, consideration transferred, equity interests issued	$ 60,000
Business combination, consideration transferred, share-based compensation related to pre-acquisition service	1,100
Payments to acquire businesses	$ 11,700
Business combination, consideration transferred, holdback shares (in shares)	1,573,427
Business combination, consideration transferred, holdback shares	$ 10,300
Business combination, consideration transferred, holdback shares, release term	18 months
Transaction costs	$ 1,500
Business combination, revenue of acquiree since acquisition date, actual		$ 0
Pro forma net income (loss) adjustment			$ (107,352)	$ (139,850)
Fair Value Adjustment to Intangible Assets
Business Acquisition [Line Items]
Pro forma net income (loss) adjustment			4,500	3,700
Acquisition-related Costs
Business Acquisition [Line Items]
Pro forma net income (loss) adjustment				1,500
Share-based Compensation Expense
Business Acquisition [Line Items]
Pro forma net income (loss) adjustment			$ 10,800	$ 8,700

Stock-based compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-based compensation

As of December 31, 2021, the Company has three equity incentive plans, the 2015 Stock Plan (the “2015 Plan”), the 2021 Incentive Award Plan (the “2021 Plan”) and the Sense 2017 Equity Incentive Plan (the “Sense Plan” and together the “Plans”).

The Plans provide for the grant of stock options, stock appreciation rights, restricted stock awards restricted stock units, performance stock unit awards and other forms of equity compensation (collectively, “equity awards”). In addition, the 2021 Plan provides for the grant of performance bonus awards. All awards within the Plans may be granted to employees, including officers, as well as directors and consultants, within the limits defined in the Plans.

Options under the Plans will be exercisable at such times and as specified in the Award Agreement (as defined in the Plans) provided that the term of an option or stock appreciation will not exceed ten years. Options granted under the Plans may be Incentive Stock Options (ISOs) or Non-statutory Stock Options, as determined by the Administrator (as defined in the Plans) at the time of grant of an option and subject to the applicable provisions of Section 422 of the Internal Revenue Code and the regulations promulgated thereunder. The exercise price of an option will be no less than 100% of the fair market value of the shares of common stock on the date of grant. The exercise price of an ISO granted to a 10% shareholder will be no less than 110% of the fair market value of the shares on the date of grant and the term of the ISO will not exceed five years. Options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter. The Company accounts for forfeitures as they occur.

Restricted stock and restricted stock units granted to employees generally vest as to 25% of the shares on the first anniversary service date of the grant, and quarterly thereafter so as to be 100% vested on the fourth anniversary of the vesting commencement date. All participants holding shares of restricted stock will be entitled to all the rights of a stockholder with respect to such shares and have voting power and other rights with respect to such shares, provided, however, that such shares are held in escrow and subject to forfeiture until the shares vested.

The exercise price of stock options granted before the Merger were determined based on the fair value of stock at the date of grant obtained by the Company on a contemporaneous basis from an independent valuation firm. The valuation firm used a PWERM to estimate the aggregate enterprise value of the Company at each valuation date. The PWERM involves applying appropriate risk adjusted discount rates to future values for the enterprise assuming various possible scenarios. The projections used in connection with these valuations were based on the Company’s expected operating performance over the forecast period. Share value is based on the probability-weighted present value of expected future returns to the equity investor considering each of the likely future scenarios available to the enterprise, and the rights and preferences of each share class.

Certain employees have the right to early exercise unvested stock options, subject to rights held by the Company to repurchase unvested shares in the event of voluntary or involuntary termination. The Company accounts for cash received in consideration for the early exercise of unvested stock options as a non-current liability, included as a component of other liabilities in the Company’s consolidated balance sheets.

2021 Incentive Award Plan

On March 11, 2021, the Board of Directors approved the 2021 Plan. 18,558,576 shares of the Company’s common stock were initially reserved for issuance under the 2021 Plan. The 2021 Plan includes an evergreen provision that provides for an annual increase in the number of shares of common stock available for issuance thereunder beginning on January 1, 2022 and ending on January 1, 2031, equal to 5% of the shares of Company common stock outstanding on the last day of the immediately preceding fiscal year and such smaller number of shares as determined by the Board of Directors or a committee thereof.

In March 2021, the Company granted an option to purchase 1,614,492 shares of Company common stock, 807,246 restricted stock units and 807,246 performance stock units to a senior advisor serving on the Company’s board of directors as chair. The option would vest over five years starting from the first anniversary from the senior advisor’s employment start date and at a rate of 20% per annum, subject to his continued employment with the Company and provided that option grant will only be exercisable in the event that the closing trading price per share of the Company stock equals or exceeds 130% of the exercise price per share of the option for 30 consecutive trading days. The restricted stock units would vest over five years starting from the first anniversary from the senior advisor’s employment start date and at a rate of 20% per annum, subject to his continued employment with the Company. The performance stock units would vest over four years based on achieving increases in the Company’s stock price from the date of grant ranging from 150%, to earn 25% of the performance stock units, to 300% to earn the entire award of performance stock units. Each performance stock unit constituted the right to receive one share of Company common stock upon vesting. The senior advisor resigned in June 2021 and the option to purchase 1,614,492 shares of Company common stock, all restricted stock unit awards granted and all performance stock unit awards granted were forfeited.

In March 2021, the Company also granted 152,628 restricted stock units to several members of the board of directors subject to standard terms of these awards.

2015 Stock Plan

In 2015, the Company established its 2015 Stock Plan. As of March 11, 2021, the effective time of the Merger, the Company no longer grants equity awards pursuant to the 2015 Plan, but it continues to govern the terms of outstanding stock options that were granted prior to that date.

Stock Options Assumed from Acquisition

On October 22, 2021 (“Effective Time”), the Company closed the acquisition of Sense pursuant to the Agreement and Plan of Merger and Plan of Reorganization (“Sense Agreement”). Pursuant to the Sense Agreement, upon the completion of the transaction, the Company assumed the Sense 2017 Equity Incentive Plan (the “Sense Plan”). In addition, pursuant to the Sense Agreement, at the Effective Time, each outstanding option to purchase Sense common stock and each award of time-based RSUs in respect of shares of Sense common stock held by Sense employees, in each case, that was outstanding as of immediately prior to the Effective Time was automatically adjusted by the Exchange Ratio (as defined in the Sense Agreement) and converted into an equity award of the same type covering shares of the Company’s common stock, on the same terms and conditions, (including, if applicable, any continuing vesting requirements) under the applicable Sense plan and award agreement in effect immediately prior to the Effective Time (the “Assumed Awards”).

In connection with the closing of the acquisition, 823,114 stock options and 4,490,980 RSUs were assumed.

Promissory Notes

On October 12, 2020, the Company issued $1.1 million partial recourse promissory notes to certain executives and employees. The promissory notes carried 0.38% annual cash interest and were due on earliest of 9th anniversary of the date of issuance of the notes, or termination of employment of the executive/employee, or filing by the Company of a registration statement under the Securities Act of 1933, or promissory notes being prohibited under Section 13(k) of the Securities Exchange Act of 1934 or closing of change a in control of the Company. At issuance, the promissory notes were used to settle certain executives’ and employees’ obligations for 2,883,672 vested and 4,603,833 unvested ISOs that were exercised and no cash was exchanged. In March 2021, in connection with the close of the Merger, the Company forgave half of the respective obligations under the promissory notes for certain executives and required such noteholders to repay the remaining balance of $0.5 million under each of their respective notes. Additional compensation expense of $0.5 million was recognized in general and administrative expenses in the year ended December 31, 2021.

Early Exercises

For those shares issued in connection with early cash exercises, there were 1,501,976 and 6,212,254 unvested shares outstanding as of December 31, 2021 and 2020, respectively, and approximately $0.3 million and $0.6 million of related liabilities at respective dates. The number of options early exercised for the years ended December 31, 2021 and 2020 were nil and 9,507,478, respectively.

The Company recognized stock-based compensation for all stock options in the statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Cost of revenue	$	637	$	657	$	58
Research and development	7,240		6,059		621
Sales and marketing	3,823		640		140
General and administrative	13,663		4,701		474
Total stock-based compensation	$	25,363	$	12,057	$	1,293

Stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows:


	Number of Shares Underlying Outstanding Options	Weighted- Ave rage Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding—January 1, 2019	977,513	$	5.24	9.5	$	2,943
Options granted	913,090	8.25		7.5	206
Options exercised	(8,545)	5.96		0.5	21
Options cancelled	(282,413)	7.31			330
Outstanding—December 31, 2019	1,599,645	$	6.58	8.8	$ 3,020
Options granted	37,663,242	0.45		9.4	363,941
Options exercised	(12,221,364)	0.20		9.5	121,106
Options cancelled	(1,309,020)	1.58			—
Outstanding—December 31, 2020	25,732,503	$	0.56	9.5	$	245,746
Options assumed through acquisition	823,114	5.05		8.3	125
Options granted	645,796	10.26		9.3	—
Options exercised	(2,155,348)	0.22			10,742
Options cancelled	(916,969)	0.30			4,492
Outstanding—December 31, 2021	24,129,096	$	1.01	8.6	$	100,992
Vested and expected to vest—December 31, 2021	24,129,096	$	1.01	8.6	$	100,992
Exercisable—December 31, 2021	9,332,369	$	0.74	8.5	$	41,587

The following table summarizes information about stock options outstanding and exercisable at December 31, 2021.


Options Outstanding				Options Exercisable
Options Outstanding	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Options Exercisable	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price
5,548,717	8.4	$	0.18	3,492,915	8.4	$	0.18
9,602,898	8.7	$	0.21	3,138,238	8.7	$	0.21
7,524,114	8.8	$	1.42	2,194,532	8.8	$	1.42
40,581	6.1	$	1.49	39,927	6.1	$	1.49
766,989	7.8	$	5.24	466,757	7.8	$	5.24
645,797	9.4	$	10.26	—	9.4	$	—
24,129,096				9,332,369

The weighted average grant date fair value of options granted during the years ended December 31, 2021, 2020 and 2019 was $5.90, $1.10 and $4.39, respectively.

The weighted average grant date fair value of options assumed during the year ended December 31, 2021 was $3.11.

As of December 31, 2021, there was approximately $26.4 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 1.60 years.

Cash received from option exercises and purchases of shares was $0.5 million, $0.4 million and $0.1 million for years ended December 31, 2021, 2020 and 2019, respectively.


	Year Ended December 31,
	2021	2020	2019
Expected term (in years)	6.0	5.0 - 6.1	6
Risk-free interest rate	1.0%	0.3 - 1.5%	1.5% - 2.4%
Expected volatility	63.2%	57.4% - 63.3%	55.3% - 58.0%
Expected dividend rate	0%	0%	0%

The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options assumed during the year ended December 31, 2021 were as follows:


			Year Ended December 31,
			2021
Expected term (in years)			3.1 - 5.6
Risk-free interest rate			0.8% - 1.3%
Expected volatility			44.1% - 48.6%
Expected dividend rate			0%

Restricted Stock Awards (“RSA”)

A summary of RSAs activity under the Plan is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested - January 1, 2020	34,865	$	0.58
Granted during the year	1,617,264	0.46
Canceled during the year	(105,921)	0.35
Vested during the year	(1,505,454)	0.52
Unvested - December 31, 2020	40,754	$	0.67
Granted during the year	—	—
Canceled during the year	—	—
Vested during the year	(23,288)	0.67
Unvested - December 31, 2021	17,466	$	0.67

The total fair value of RSAs vested during the years ended December 31, 2021, 2020 and 2019 was less than $0.1 million, $1.1 million and $0.1 million, respectively.

Restricted Stock Units (“RSU”)

A summary of RSUs activity under the Plan is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested - January 1, 2021	—	$	—
Assumed through acquisition	4,490,980	6.55
Granted during the year	5,224,504	9.39
Canceled during the year	(552,072)	8.89
Vested during the year	(509,786)	10.30
Unvested - December 31, 2021	8,653,626	$	7.90

As of December 31, 2021, total compensation expense related to unvested RSUs granted to employees, but not yet recognized, was $61.0 million, with a weighted-average remaining vesting period of 3.5 years.

Redeemable Convertible Preferred and Common Stock (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Redeemable Convertible Preferred Stock

Redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data):


Series	December 31, 2020
	Issue Price per share		Shares Authorized	Shares Issued and Outstanding	Liquidation Amount		Carrying Amount
Series B	$	0.33	131,411,372	88,434,754	$	41,791	$	39,225

Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 33,578	$ 18,904	$ 11,413
United States
Disaggregation of Revenue [Line Items]
Revenue	14,790	8,328	7,035
Americas, excluding United States
Disaggregation of Revenue [Line Items]
Revenue	866	436	361
Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenue	10,588	5,870	2,368
Asia and Pacific
Disaggregation of Revenue [Line Items]
Revenue	$ 7,334	$ 4,270	$ 1,649

- Definition

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

+ References

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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-based compensation - Schedule of Stock Options Granted Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend rate	0.00%
Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years		6 years
Risk-free interest rate	1.00%
Risk-free interest rate, minimum		0.30%	1.50%
Risk-free interest rate, maximum		1.50%	2.40%
Expected volatility	63.20%
Expected volatility, minimum		57.40%	55.30%
Expected volatility, maximum		63.30%	58.00%
Expected dividend rate	0.00%	0.00%	0.00%
Option \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		5 years
Option \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 years 1 month 6 days

Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	50,843,376	127,121,148	6,177,127
Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	0	88,434,754	4,384,348
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	22,675,729	25,732,503	1,599,645
Unvested RSA
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	17,466	146,675	34,865
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	10,106,993	0	0
Unvested early exercised common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	2,043,288	6,212,254	120,984
Vested and early exercised options subject to nonrecourse notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	0	2,151,100	0
Preferred stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	15,999,900	4,443,862	37,285

Business Combination and Related Transactions - Schedule of Business Combination (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 22, 2021	Dec. 31, 2021	Dec. 31, 2020
Intangible assets:
Goodwill		$ 51,076	$ 0
Developed technology
Business Acquisition [Line Items]
Estimated Useful Life (in years)		8 years
Vendor relationship
Business Acquisition [Line Items]
Estimated Useful Life (in years)		3 years
Customer relationships
Business Acquisition [Line Items]
Estimated Useful Life (in years)		3 years
Sense Photonics Inc.
Business Acquisition [Line Items]
Cash	$ 689
Restricted cash	69
Accounts receivable, net	768
Prepaid expenses and other current assets	463
Property and equipment, net	626
Intangible assets:
Goodwill	51,076
Accounts payable	(266)
Accrued and other current liabilities	(1,540)
Deferred tax liability	(2,477)
Total purchase consideration	$ 72,808
Sense Photonics Inc. \| Developed technology
Business Acquisition [Line Items]
Estimated Useful Life (in years)	8 years
Intangible assets:
Intangible assets	$ 15,900
Sense Photonics Inc. \| Vendor relationship
Business Acquisition [Line Items]
Estimated Useful Life (in years)	3 years
Intangible assets:
Intangible assets	$ 6,600
Sense Photonics Inc. \| Customer relationships
Business Acquisition [Line Items]
Estimated Useful Life (in years)	3 years
Intangible assets:
Intangible assets	$ 900

Stock-based compensation - Schedule of Nonvested Restricted Stock Awards Activity (Details) - Restricted Stock Award - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Outstanding shares
Restricted stock awards, beginning balance (in shares)	40,754	34,865
Granted (in shares)	0	1,617,264
Canceled (in shares)	0	(105,921)
Vested (in shares)	(23,288)	(1,505,454)
Restricted stock awards, ending balance (in shares)	17,466	40,754
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 0.67	$ 0.58
Granted (in dollars per share)	0	0.46
Canceled (in dollars per share)	0	0.35
Vested (in dollars per share)	0.67	0.52
Ending balance (in dollars per share)	$ 0.67	$ 0.67

Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Inventory write-down charged to cost of revenue	$ 808	$ 797	$ 4,764
Depreciation	4,700	3,700	2,000
Amortization of intangible assets	700	0	$ 0
Property, Plant and Equipment [Line Items]
Property and equipment, net	10,054	9,731
THAILAND
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 1,800	$ 1,300

Employee benefit plan	12 Months Ended
Employee benefit plan	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee benefit plan	Employee benefit planIn 2018, the Company adopted a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company at its discretion offers matching contributions of up to 4% of each employee’s annual compensation. The Company provided matching contributions of $1.0 million, $0.7 million and $0.5 million to the plan during the years ended December 31, 2021, 2020 and 2019, respectively.

Long-term Debt - Narrative (Details) $ / shares in Units, $ in Thousands				1 Months Ended	12 Months Ended
	Mar. 26, 2021 USD ($)	Aug. 05, 2019 USD ($) $ / shares shares	Nov. 27, 2018 USD ($) $ / shares shares	Jan. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Change in fair value of warrant liabilities					$ (2,947)	$ 48,440	$ 6
Series A Redeemable Convertible Preferred Stock Warrants
Debt Instrument [Line Items]
Warrants issued, number of preferred stock callable (in shares) \| shares		53,023	35,348
Warrants issued, exercise price (in dollars per share) \| $ / shares		$ 11.3518	$ 11.3518
Change in fair value of warrant liabilities		$ 100
Series A Redeemable Convertible Preferred Stock Warrants \| Other Income (Expense), Net
Debt Instrument [Line Items]
Change in fair value of warrant liabilities					$ 600	$ 13,800
Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, maximum borrowing capacity			$ 10,000
Effective interest rate					16.40%	16.40%
Value of stock called by warrant, percentage of debt face amount			0.040
Debt instrument, face amount			$ 10,000
Fair value of warrant accounted for as debt discount			$ 100
Repayments of debt	$ 7,000
Payment of interest and fee upon extinguishment of debt	$ 400
Convertible notes, principal					$ 0	$ 7,000
Promissory Note \| Notes Payable, Other Payables \| Investor
Debt Instrument [Line Items]
Basis spread on variable rate				8.50%
Promissory notes				$ 5,000
London Interbank Offered Rate (LIBOR) \| Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Basis spread on variable rate			8.50%
Prime Rate \| LIBOR Rate Not Available or Applicable \| Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Basis spread on variable rate			6.00%
Applicable Interest Rate at the Time of Default \| In the Event of Debt Default \| Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Basis spread on variable rate					5.00%

Net Loss Per Common Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data):


	Year Ended December 31,
	2021		2020		2019
Numerator:
Net loss	$	(93,981)	$	(106,780)	$	(51,661)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	133,917,571		17,858,976		7,390,456
Net loss per common share-basic and diluted	$	(0.70)	$	(5.98)	$	(6.99)


	Year Ended December 31,
	2021	2020	2019
Redeemable convertible preferred stock	—	88,434,754	4,384,348
Options to purchase common stock	22,675,729	25,732,503	1,599,645
Unvested RSA	17,466	146,675	34,865
Restricted stock units	10,106,993	—	—
Unvested early exercised common stock options	2,043,288	6,212,254	120,984
Vested and early exercised options subject to nonrecourse notes	—	2,151,100	—
Preferred stock warrants	15,999,900	4,443,862	37,285
Total	50,843,376	127,121,148	6,177,127

Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets
Total financial assets	$ 177,513	$ 10,493
Liabilities
Total financial liabilities	7,626	49,293
Warrant liabilities
Liabilities
Total financial liabilities	7,626	49,293
Level 1
Assets
Total financial assets	177,513	10,493
Liabilities
Total financial liabilities	0	0
Level 1 \| Warrant liabilities
Liabilities
Total financial liabilities	0	0
Level 2
Assets
Total financial assets	0	0
Liabilities
Total financial liabilities	0	0
Level 2 \| Warrant liabilities
Liabilities
Total financial liabilities	0	0
Level 3
Assets
Total financial assets	0	0
Liabilities
Total financial liabilities	7,626	49,293
Level 3 \| Warrant liabilities
Liabilities
Total financial liabilities	7,626	49,293
Money market funds
Assets
Money market funds	177,513	10,493
Money market funds \| Level 1
Assets
Money market funds	177,513	10,493
Money market funds \| Level 2
Assets
Money market funds	0	0
Money market funds \| Level 3
Assets
Money market funds	$ 0	$ 0

Long-term Debt	12 Months Ended
Long-term Debt	Dec. 31, 2021
Debt Disclosure [Abstract]
Long-term Debt	Long-term Debt Runway Growth Loan Agreement On November 27, 2018, the Company entered into a Loan and Security Agreement with Runway Growth Credit Fund Inc. (“Runway Loan and Security Agreement”). The Runway Loan and Security Agreement provided for loans in an aggregate principal amount up to $10.0 million with a loan maturity date of November 15, 2021. The loan carried an interest rate equal to LIBOR plus 8.5%, unless LIBOR becomes no longer attainable or ceases to fairly reflect the costs of the lender, in which case the applicable interest rate shall be Prime Rate plus 6.0%. In an event of default, annual interest is increased by 5.0% above the otherwise applicable rate. The loan’s annual effective interest rate was approximately 16.4% for each of the years ended December 31, 2021 and 2020. In conjunction with the Runway Loan and Security Agreement, the Company issued a warrant to purchase 35,348 shares of Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) of OTI (4.0% of original principal amount of $10.0 million, divided by the exercise price), with an exercise price of $11.3518 per share. The fair value of this warrant was estimated to be $0.1 million and accounted for as a debt discount. On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, OTI amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of OTI. The aggregate value of the warrants increased by $0.1 million after the warrant modification. The warrants were exercised on March 11, 2021 and the warrant liability was remeasured to fair value with the increase recognized as a loss of $0.6 million and $13.8 million for the years ended December 31, 2021 and 2020, respectively, within other income (expense), net in the consolidated statements of operations and comprehensive loss. On March 26, 2021 the Company terminated the Runway Loan and Security Agreement and repaid the $7.0 million principal amount outstanding as well as interest and fees amounting to $0.4 million. The Company incurred no prepayment fees in connection with the termination and all liens and security interests securing the loan made pursuant to the Runway Loan and Security Agreement were released upon termination. As of December 31, 2021 and 2020, the outstanding principal balance of the loan was nil and $7.0 million, respectively. Promissory notes The Company issued a $5.0 million promissory note in January 2021 to certain current investors of the Company (or their respective affiliates) to help continue to fund the Company’s ongoing operations through the consummation of the Merger. The note accrued interest at a rate equal to LIBOR plus 8.5% per annum and was repaid on March 11, 2021 in accordance with its terms in connection with the consummation of the Merger.

Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Accounts Receivable - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Customer A
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% for cells with asterisk)	11.00%	10.00%
Customer B
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% for cells with asterisk)	10.00%	23.00%
Customer C
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% for cells with asterisk)	10.00%	13.00%

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash and Cash Equivalents

The Company’s cash and cash equivalents consist of the following (in thousands):


	December 31,
	2021		2020
Cash	$	5,131	$	869
Cash equivalents:
Money market funds(1)	177,513		10,493
Total cash and cash equivalents	$	182,644	$	11,362

Schedule of Inventory

Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands):


	December 31,
	2021		2020
Raw materials	$	2,401	$	1,376
Work in process	1,951		1,249
Finished goods	3,096		2,192
Total inventory	$	7,448	$	4,817

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	December 31,
	2021		2020
Prepaid expenses	$	1,970	$	694
Prepaid insurance	1,355		206
Receivable from contract manufacturer	1,344		1,521
Grant receivable	779		—
Security deposit	118		20
Total prepaid and other current assets	$	5,566	$	2,441

Schedule of Property, Plant and Equipment

Property and equipment consists of the following (in thousands):


	Estimated Useful Life (in years)	December 31,
		2021		2020
Machinery and equipment	3	$	8,404	$	5,084
Computer equipment	3	498		456
Automotive and vehicle hardware	5	93		93
Software	3	104		104
Furniture and fixtures	7	730		721
Construction in progress		1,700		—
Leasehold improvements	Shorter of useful life or lease term	9,265		9,265
		20,794		15,723
Less: Accumulated depreciation		(10,740)		(5,992)
Property and equipment, net		$	10,054	$	9,731

Schedule of Goodwill

The following table presents goodwill activity (in thousands):


December 31, 2020	$	—
Goodwill acquired	51,076
December 31, 2021	$	51,076

Schedule of Acquired Intangible Assets

Acquired intangible assets, net consisted of the following (in thousands):


	Estimated Useful Life (in years)	December 31, 2021
		Gross Carrying Value		Accumulated Amortization		Net Book Value
Developed technology	8	$	15,900	$	(331)	$	15,569
Vendor relationship	3	6,600		(367)		6,233
Customer relationships	3	900		(50)		850
Intangible assets, net		$	23,400	$	(748)	$	22,652

Schedule of Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):


	December 31,
	2021		2020
Accrued compensation	$	3,229	$	1,618
Uninvoiced receipts	9,835		1,947
Other	1,109		556
Total accrued and other current liabilities	$	14,173	$	4,121

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted-average remaining lease term	5 years 6 months 10 days	5 years 6 months 29 days
Weighted-average discount rate	4.55%	5.25%

Income taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) before Income Tax, Domestic and Foreign

Income (loss) before income taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Domestic	$	(96,956)	$	(106,508)	$	(51,600)
Foreign	181		103		(60)
Total	$	(96,775)	$	(106,405)	$	(51,660)

Schedule of Components of Income Tax Provision (Benefit)

The components of income tax expense are as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State	1		1		1
Foreign	36		23		—
Total current (benefit) expense	37		24		1
Deferred:
Federal	(2,185)		—		—
State	(646)		351		—
Valuation allowance	—		—		—
Total deferred (benefit) expense	(2,831)		351		—
Total income tax (benefit) expense	$	(2,794)	$	375	$	1

Income tax benefit in current years relates to the release of valuation allowance as a result of the recording of a deferred tax liability from an acquisition during the year.

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation between the statutory rate U.S. federal rate and the Company’s effective tax rate is as follows:


	Year Ended December 31,
	2021		2020		2019
Federal statutory rate	$	(20,323)	$	(22,344)	$	(10,849)
State income taxes, net of federal benefit	(644)		1,330		(3,810)
Stock compensation	1,271		2,786		185
Foreign rate differential	(2)		—		13
Tax credits	(539)		(539)		(787)
Fair value changes - warrants	(619)		11,192		—
Convertible debt cancellation of indebtedness income	—		15,079		—
Valuation allowance	20,058		(6,812)		14,559
Non-deductible expenses	(2,031)		(485)		—
Other	35		168		690
Total tax (benefit) provision	$	(2,794)	$	375	$	1

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	42,721	$	15,285
Credits	3,955		1,580
Stock based compensation	2,826		383
Accruals and reserves	1,248		1,335
Fixed assets	991		—
Operating lease liability	4,360		4,059
Gross deferred tax assets	56,101		22,642
Valuation allowance	(47,420)		(19,362)
Net deferred tax assets	8,681		3,280
Deferred tax liabilities:
Intangible property	(5,287)		—
Fixed assets	—		(230)
Operating lease, right of use assets	(3,394)		(3,050)
Gross deferred tax liabilities	(8,681)		(3,280)
Net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits

The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020		2019
Balance at the beginning of the year	$	971	$	651	$	180
Decreases:
For current year’s tax positions	—		—		—
For prior years’ tax positions	—		—		—
Increases:
For current year’s tax positions	551		320		471
For prior years’ tax positions	17,011		—		—
Balance at the end of the year	$	18,533	$	971	$	651

Commitments and Contingencies (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Outstanding letters of credit	$ 2.0	$ 1.3
Third Party Contract Manufacturer
Loss Contingencies [Line Items]
Non-cancelable purchase commitments	17.5
Other Vendors
Loss Contingencies [Line Items]
Non-cancelable purchase commitments	$ 12.3

Business Combination and Related Transactions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combination and Related Transactions

Sense Acquisition

On October 22, 2021, the Company acquired Sense Photonics Inc. (“Sense”), a privately held lidar technology company for autonomous vehicles. The transaction has been accounted for as a business combination. The Company purchased all of the outstanding shares of the capital stock of Sense and settled all Sense debt for total consideration of $72.8 million comprised of 9,163,982 shares of the Company’s common stock having a fair value of $60.0 million, fully vested replacement equity awards having a fair value of $1.1 million, and a cash payment of $11.7 million to settle Sense pre-existing debt and transaction costs incurred by Sense in connection with the acquisition. The Company retained 1,573,427 shares of common stock with the aggregate fair value of $10.3 million to satisfy any necessary adjustments, including without limitation certain indemnification claims and net working capital shortfall (“Holdback Shares”). The Holdback Shares will be released, net of any shares necessary to satisfy all unsatisfied or disputed claims for indemnification and net working capital shortfall, and distributed to the Sense stockholders in 18 months from the acquisition date. The Holdback Shares are considered issued and outstanding from legal perspective and have the same economic and voting rights as other issued and outstanding shares of the Company’s common stock.

Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $1.5 million.

The following table summarizes the preliminary fair value of identifiable assets acquired and liabilities assumed (in thousands):


Cash	$	689
Restricted cash	69
Accounts receivable, net	768
Prepaid expenses and other current assets	463
Property and equipment, net	626
Intangible assets:
Developed technology - estimated useful life of 8 years	15,900
Vendor relationship - estimated useful life of 3 years	6,600
Customer relationships - estimated useful life of 3 years	900
Goodwill	51,076
Accounts payable	(266)
Accrued and other current liabilities	(1,540)
Deferred tax liability	(2,477)
Total purchase consideration	$	72,808

The fair value assigned to developed technology was determined as of the acquisition date under the relief-from-royalty rate method using Level 3 inputs. Management applied significant judgement in estimating the fair value of the developed technology, which involved significant assumptions related to the revenue growth rates, the relief-from-royalty rate, the discount rate, and the economic life. The fair values assigned to the vendor relationship and customer relationships were determined using Level 3 inputs under the with-and-without method. These Level 3 inputs include revenue growth rates, discount rate and period to recreate the relationship.

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and assumed liabilities acquired and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. Goodwill is not deductible for tax purposes.

Sense’s revenue and pretax loss for the period from the acquisition date of October 22, 2021 to December 31, 2021 was not material.

The following unaudited supplemental pro forma information presents the combined historical results of operations of the Company and Sense as if the business combination had been completed on January 1, 2020. The pro forma financial information includes amortization of fair value adjustments in the appropriate pro forma periods as though the companies were combined as of the beginning of 2020. These adjustments include:

•An increase in amortization expense of $4.5 million and $3.7 million related to the fair value of acquired identifiable intangible assets in 2021 and 2020, respectively;

•A decrease in expenses of $1.5 million related to acquisition transaction expenses in 2021;

•An increase in stock based compensation expense of $10.8 million and $8.7 million in 2021 and 2020, respectively, related to the stock options and restricted stock units issued to Sense employees.

The following table includes unaudited pro forma results (in thousands, except per share data):


	December 31,
	2021	2020
Revenue	33,578	21,930
Net (loss)	(107,352)	(139,850)

Stock-based compensation - Schedule of Stock Options Outstanding and Exercisable (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	24,129,096
Options exercisable (in shares)	9,332,369
Option One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	5,548,717
Weighted Average Remaining Contractual Life (Years)	8 years 4 months 24 days
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.18
Options exercisable (in shares)	3,492,915
Weighted Average Remaining Contractual Life (Years)	8 years 4 months 24 days
Options exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.18
Option Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	9,602,898
Weighted Average Remaining Contractual Life (Years)	8 years 8 months 12 days
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.21
Options exercisable (in shares)	3,138,238
Weighted Average Remaining Contractual Life (Years)	8 years 8 months 12 days
Options exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 0.21
Option Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	7,524,114
Weighted Average Remaining Contractual Life (Years)	8 years 9 months 18 days
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 1.42
Options exercisable (in shares)	2,194,532
Weighted Average Remaining Contractual Life (Years)	8 years 9 months 18 days
Options exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 1.42
Option Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	40,581
Weighted Average Remaining Contractual Life (Years)	6 years 1 month 6 days
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 1.49
Options exercisable (in shares)	39,927
Weighted Average Remaining Contractual Life (Years)	6 years 1 month 6 days
Options exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 1.49
Option Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	766,989
Weighted Average Remaining Contractual Life (Years)	7 years 9 months 18 days
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 5.24
Options exercisable (in shares)	466,757
Weighted Average Remaining Contractual Life (Years)	7 years 9 months 18 days
Options exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 5.24
Option Six
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	645,797
Weighted Average Remaining Contractual Life (Years)	9 years 4 months 24 days
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 10.26
Options exercisable (in shares)	0
Weighted Average Remaining Contractual Life (Years)	9 years 4 months 24 days
Options exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 0

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Weighted Average Remaining Lease Term and Discount Rate

The following table presents the weighted average remaining lease term and discount rate for leases:


	December 31, 2021		December 31, 2020
Weighted-average remaining lease term	5.53		5.58
Weighted-average discount rate	4.55	%	5.25	%

Schedule of Maturities of Operating Lease Liabilities

The maturities of the operating lease liabilities as of December 31, 2021 were as follows (in thousands):


Year ending December 31,
2022	$	3,940
2023	3,784
2024	3,884
2025	3,902
2026 and thereafter	6,751
Total undiscounted lease payments	22,261
Less: imputed interest	(2,986)
Total operating lease liabilities	$	19,275

Fair Value of Financial Instruments - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Redeemable Convertible Preferred Stock Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ (49,293)	$ (162)	$ (115)
Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants		(691)	(53)
Change in the fair value included in other income (expense), net	(8,804)	(48,440)	6
Private placement warrant liability acquired as part of the Merger	0
Issuance of preferred stock upon exercise of warrants	58,097
Fair Value, ending balance	0	(49,293)	(162)
Redeemable Convertible Preferred Stock Tranche Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0	0	0
Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants		(1,610)
Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net		1,610
Fair Value, ending balance	0	0	0
Private Placement Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0	0	0
Change in the fair value included in other income (expense), net	11,751
Private placement warrant liability acquired as part of the Merger	(19,377)
Issuance of preferred stock upon exercise of warrants	0
Fair Value, ending balance	(7,626)	0	0
Derivative liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0	0	0
Change in the fair value included in other income (expense), net		(5,308)
Extinguishment of derivative liability upon conversion of convertible notes		5,308
Fair Value, ending balance	$ 0	$ 0	$ 0

Balance Sheet Components - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 20,794	$ 15,723
Less: Accumulated depreciation	(10,740)	(5,992)
Property and equipment, net	$ 10,054	9,731
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 8,404	5,084
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 498	456
Automotive and vehicle hardware
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Property, plant and equipment, gross	$ 93	93
Software
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 104	104
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	7 years
Property, plant and equipment, gross	$ 730	721
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,700	0
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 9,265	$ 9,265

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities - Narrative (Details) - USD ($)		1 Months Ended			2 Months Ended	12 Months Ended
	Aug. 05, 2019	Aug. 31, 2020	Jul. 31, 2020	Jul. 30, 2020	May 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Apr. 03, 2020	Nov. 27, 2018
Class of Warrant or Right [Line Items]
Warrant, expiration period						10 years
Warrant, fair value						$ 7,626,000	$ 49,293,000
Warrants, loss (gain) from fair value adjustment						(2,947,000)	48,440,000	$ 6,000
Payment of offering costs						265,000
Series B Redeemable Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Issuance of redeemable convertible preferred stock (in shares)		25,286,587		37,970,846	62,505,102
Preferred stock issued (in dollars per share)			$ 0.3323		$ 0.3323
Proceeds from issuance of redeemable convertible preferred stock			$ 12,500,000
Payment of offering costs			$ 100,000
Series A Redeemable Convertible Preferred Stock Warrants
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)	53,023									35,348
Warrants issued, exercise price (in dollars per share)	$ 11.3518									$ 11.3518
Warrant, fair value	$ 100,000									$ 100,000
Warrants, loss (gain) from fair value adjustment	$ 100,000
Series A Redeemable Convertible Preferred Stock Warrants \| Other Income (Expense), Net
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment						600,000	$ 13,800,000
Series B Redeemable Convertible Preferred Stock Warrants
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)									4,513,993
Warrants issued, exercise price (in dollars per share)									$ 0.3323
Warrant, expiration period									10 years
Warrant, fair value									$ 700,000
Series B Redeemable Convertible Preferred Stock Warrants \| Other Income (Expense), Net
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment						8,300,000
Redeemable Convertible Preferred Stock Tranche Right
Class of Warrant or Right [Line Items]
Warrants issued, exercise price (in dollars per share)					$ 0.3323
Gain on expiration of tranche right		$ 1,600,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)		6,000,000
Warrants issued, exercise price (in dollars per share)		$ 11.50
Warrant, expiration period		5 years
Warrant, fair value		$ 19,400,000
Sale of warrants, price (in dollars per share)		$ 1.00
Warrant, aggregated purchase price		$ 6,000,000
Warrant, exercisable, threshold period		12 months
Number of ordinary shares called by each warrant (in shares)		1
Private Placement Warrants \| Other Income (Expense), Net
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment						$ 11,800,000

Income taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at the beginning of the year	$ 971	$ 651	$ 180
Decreases:
For current year’s tax positions	0	0	0
For prior years’ tax positions	0	0	0
Increases:
For current year’s tax positions	551	320	471
For prior years’ tax positions	17,011	0	0
Balance at the end of the year	$ 18,533	$ 971	$ 651

Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 3,940
2023	3,784
2024	3,884
2025	3,902
2026 and thereafter	6,751
Total undiscounted lease payments	22,261
Less: imputed interest	(2,986)
Total operating lease liabilities	$ 19,275

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities - Schedule of Fair Value Measurement Inputs of Redeemable Convertible Preferred Stock Warrants (Details) - Valuation Technique, Option Pricing Model - Redeemable Convertible Preferred Stock Warrants	Mar. 11, 2021 $ / shares year	Feb. 11, 2021 $ / shares year	Dec. 31, 2020 $ / shares year	Apr. 03, 2020 $ / shares year	Nov. 27, 2018 $ / shares year
Stock price
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| $ / shares	8.44	10.27	7.11	5.80	5.80
Term (years)
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year	2.00	2.00	2.00	9.31	10.00
Expected volatility
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.7600	0.7600	0.7600	0.5735	0.5781
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0013	0.0013	0.0013	0.0175	0.0306
Dividend yield
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0	0	0	0	0

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Statement of Cash Flows [Abstract]
Issuance cost	$ 265
Cash and cash equivalents	182,644	$ 11,362	$ 16,848
Restricted cash, current	977	276	276
Restricted cash, non-current	1,035	1,004	1,281
Total cash, cash equivalents and restricted cash	$ 184,656	$ 12,642	$ 18,405	$ 15,581

Stock-based compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 25,363	$ 12,057	$ 1,293
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	637	657	58
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	7,240	6,059	621
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	3,823	640	140
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 13,663	$ 4,701	$ 474

Income taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Deferred tax assets, valuation allowance	$ 47,420	$ 19,362
Valuation allowance, period increase (decrease)	28,000	(6,800)
Unrecognized tax benefits	18,533	971	$ 651	$ 180
Unrecognized tax benefits that would impact effective tax rate	100
Domestic Tax Authority \| Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	224,400	49,500
Domestic Tax Authority \| Federal \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit	4,000	2,100
Domestic Tax Authority \| Federal \| Operating Loss Carryforwards Expiration Year, Unlimited
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	215,900	49,500
State and Local Jurisdiction \| California Franchise Tax Board
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	146,800	70,000
State and Local Jurisdiction \| California Franchise Tax Board \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit	$ 2,300	$ 100

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities

On November 27, 2018, in connection with the execution of the Runway Loan and Security Agreement, the Company issued a warrant to purchase 35,348 shares of Series A Preferred Stock of the Company at an exercise price of $11.3518 per share (the “Runway warrant”). On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, the Company amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of the Company at an exercise price of $11.3518 per share.

The Runway warrant had a term expiring upon the earlier of 10-year anniversary from the issuance date and liquidation of the Company. The Runway warrant had a cashless exercise provision under which their holders may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Company’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The Runway warrant contained provisions for adjustment of the exercise price and number of shares issuable upon the exercise of warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations.

The fair value of the Runway warrant issued was recorded as of the date of initial issuance in the amount of $0.1 million. The subsequent issuance of warrants pursuant to the August 5, 2019 amendment to the Runway Loan and Security Agreement was recorded in the amount of $0.1 million. The Runway warrant was exercised on March 11, 2021.

On April 3, 2020, in connection with the closing of the Series B redeemable convertible preferred stock, the Company issued a warrant to purchase 4,513,993 shares of Series B redeemable convertible preferred stock of the Company at an exercise price of $0.3323 per share (the “Series B warrants”). The Series B warrants could be exercised prior to the earliest to occur of (i) the 10-year anniversary of the date of issuance, (ii) the consummation of a liquidation transaction, or (iii) the consummation of an initial public offering. These Series B warrants included a cashless exercise provision under which their holders could, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Company’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The Series B warrants contained provisions for adjustment of the exercise price and number of shares issuable upon the exercise of warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations.

The Series B warrants were initially recognized as a liability at a fair value of $0.7 million. The Series B warrants were exercised on February 11, 2021 and the warrant liability was remeasured to fair value as of that date, resulting in a loss of $8.3 million for the year ended December 31, 2021, classified within other income (expense), net in the consolidated statements of operations and comprehensive loss.

Historically, value was assigned to each class of equity securities using an option pricing model method (“OPM”). In September 2020, the Company began allocating the equity value using a hybrid method that utilizes a combination of the OPM and the probability weighted expected return method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values for the Company, assuming various outcomes. As the probability of a transaction with a special purpose acquisition company (“SPAC”) increased, the fair value of the redeemable convertible preferred stock warrant liability increased as of the date of the exercise.

The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	Initial Issuance Date			Subsequent Issuance Date			December 31, 2020			February 11, 2021			March 11, 2021
Stock price	$	5.80		$	5.80		$	7.11		$	10.27		$	8.44
Term (years)	10.00			9.31			2.00			2.00			2.00
Expected volatility	57.81		%	57.35		%	76.00		%	76.00		%	76.00		%
Risk-free interest rate	3.06		%	1.75		%	0.13		%	0.13		%	0.13		%
Dividend yield	0		%	0		%	0		%	0		%	0		%

Series B Redeemable Convertible Preferred Stock Tranche

In April, 2020 and May, 2020, the Company issued 62,505,102 shares of Series B redeemable convertible preferred stock at $0.3323 per share. For each share purchased, the purchaser had an option to purchase an additional share of Series B redeemable convertible preferred stock at $0.3323 per share, exercisable at any time prior to August 13, 2020 (the “Tranche Right”). The Company determined that the Tranche Right represented a freestanding obligation of the Company to issue additional shares of contingently redeemable shares if exercised by the holder. The freestanding redeemable convertible preferred stock tranche liability was initially recorded at fair value, with fair value changes recorded within other income (expense), net in the consolidated statements of operations and comprehensive loss.

In July 2020, the Company issued 37,970,846 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $12.5 million, less $0.1 million of stock issuance costs.

In August, 2020, upon the expiration of the Tranche Right, 25,286,587 shares of Series B redeemable convertible preferred stock were issued in accordance with the Tranche Right. The remaining Tranche Right expired, unexercised, resulting in a $1.6 million gain recorded within other income (expense), net in the consolidated statements of operations and comprehensive loss.

Private Placement Warrants

Simultaneously with the closing of the Company’s initial public offering (the “IPO”) in August, 2020, the sponsor of CLA, Colonnade Sponsor LLC, purchased an aggregate of 6,000,000 Private Placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $6,000,000. The Private Placement warrants became exercisable 12 months following the closing of the Company’s IPO, and will expire 5 years from the completion of the Merger, or earlier upon redemption or liquidation. Each Private Placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. On March 11, 2021, each outstanding Private Placement warrant automatically converted into a warrant to purchase one share of Ouster common stock pursuant to the Warrant Agreement.

The Private Placement warrants were initially recognized as a liability at a fair value of $19.4 million and the Private Placement warrant liability was remeasured to fair value as of December 31, 2021, resulting in a gain of $11.8 million in the year ended December 31, 2021, classified within other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	March 11, 2021			December 31, 2021
Stock price	$	12.00		$	5.20
Exercise price of warrant	$	11.50		$	11.50
Term (years)	5.00			4.19
Expected volatility	27.00		%	57.00		%
Risk-free interest rate	0.78		%	1.14		%