|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
85-3174357
(I.R.S. Employer
Identification No.) |
|
|
Mitchell Nussbaum
Tahra Wright Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Tel: (212) 407-4000 Fax: (212) 407-4990 |
| |
Matthew B. Hemington
John T. McKenna Miguel J. Vega Cooley LLP 3175 Hanover Street Palo Alto, California 94304 Tel: (650) 843-5000 Fax: (650) 849-7400 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
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| | | | | 16 | | | |
| | | | | 28 | | | |
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| | | | | 30 | | | |
| | | | | 32 | | | |
| | | | | 34 | | | |
| | | | | 68 | | | |
| | | | | 70 | | | |
| | | | | 76 | | | |
| | | | | 87 | | | |
| | | | | 139 | | | |
| | | | | 141 | | | |
| | | | | 146 | | | |
| | | | | 150 | | | |
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| | | | | 159 | | | |
| | | | | 163 | | | |
| | | | | 164 | | | |
| | | | | 166 | | | |
| | | | | 178 | | | |
| | | | | 179 | | | |
| | | | | 184 | | | |
| | | | | 208 | | | |
| | | | | 215 | | | |
| | | | | 231 | | | |
| | | | | 236 | | | |
| | | | | 242 | | | |
| | | | | 244 | | | |
| | | | | 245 | | | |
| | | | | 249 | | | |
| | | | | 255 | | | |
| | | | | 257 | | | |
| | | | | F-1 | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
|
|
| | | |
| | |
Ownership % in the
Combined Entity |
| |||||||||
| | |
(Assuming No
Redemptions) |
| |
(Assuming Maximum
Redemptions) |
| ||||||
RSVAC public stockholders
|
| | | | 16% | | | | | | 7% | | |
PIPE Financing investors
|
| | | | 8 | | | | | | 9 | | |
Sponsor
|
| | | | 4 | | | | | | 4 | | |
Enovix Equityholders
|
| | | | 72 | | | | | | 80 | | |
Total
|
| | | | 100% | | | | | | 100% | | |
| | |
Three Months Ended
March 31, |
| |
For the Year Ended
December 31, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | |
(Unaudited)
|
| | | |||||||||||||||||||
Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | ||||||||||
Cost of revenue
|
| | | $ | 1,631 | | | | | $ | 371 | | | | | $ | 3,375 | | | | | $ | 161 | | |
Research and development
|
| | | | 5,589 | | | | | | 2,405 | | | | | | 14,442 | | | | | | 12,147 | | |
Selling, general and administrative
|
| | | | 4,161 | | | | | | 1,000 | | | | | | 5,713 | | | | | | 4,203 | | |
Loss from operations
|
| | | | (11,381) | | | | | | (3,776) | | | | | $ | (23,530) | | | | | $ | (16,511) | | |
Change in fair value of convertible preferred stock warrants
|
| | | $ | (4,781) | | | | | $ | 66 | | | | | $ | (13,789) | | | | | $ | 260 | | |
Issuance of convertible preferred stock warrants
|
| | | | — | | | | | | (1,476) | | | | | | (1,476) | | | | | | — | | |
Change in fair value of convertible promissory notes
|
| | | | — | | | | | | (2,422) | | | | | | (2,422) | | | | | | — | | |
Gain on extinguishment of paycheck protection program loan
|
| | | | — | | | | | | — | | | | | | 1,628 | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | (107) | | | | | | (107) | | | | | | (23) | | |
Other (expense) income, net
|
| | | | (3) | | | | | | 33 | | | | | | 46 | | | | | | 86 | | |
Loss from operations before incomes taxes
|
| | | | (16,165) | | | | | | (7,682) | | | | | | (39,650) | | | | | | (16,188) | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (16,165) | | | | | $ | (7,682) | | | | | $ | (39,650) | | | | | $ | (16,188) | | |
Net loss per share, basic and diluted
|
| | | $ | (0.24) | | | | | $ | (0.13) | | | | | $ | (0.65) | | | | | $ | (0.28) | | |
Weighted-average number of shares outstanding, basic and diluted
|
| | | | 66,618,009 | | | | | | 59,716,010 | | | | | | 60,645,131 | | | | | | 57,735,620 | | |
| | |
As of March 31,
2021 |
| |
As of December 31,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| ||||||||||||
| | |
(Unaudited)
|
| | | | | | | | | | | | | |||
Consolidated Balance Sheets Data: | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 67,578 | | | | | $ | 64,964 | | | | | $ | 16,614 | | |
Total liabilities
|
| | | | 25,041 | | | | | | 28,748 | | | | | | 13,636 | | |
Convertible preferred stock warrants
|
| | | | — | | | | | | 15,995 | | | | | | 730 | | |
Convertible preferred stock
|
| | | | 222,933 | | | | | | 202,056 | | | | | | 129,921 | | |
Stockholders’ deficit
|
| | | | (180,396) | | | | | | (165,840) | | | | | | (126,943) | | |
| | |
For the Period From
September 23, 2020 (Inception) through December 31, 2020 as Restated (Audited) |
| |
Three Months
Ended March 31, 2021 |
| ||||||
Statements of Operations Data: | | | | | | | | | |||||
Formation and operating costs
|
| | | $ | 169,324 | | | | | $ | 579,343 | | |
Loss from Operations
|
| | |
|
(169,324)
|
| | | |
|
(579,343)
|
| |
Other income: | | | | | | | | | | | | | |
Interest income – bank
|
| | | | 9 | | | | | | 13 | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 5,877 | | | | | | 61,910 | | |
Change in fair value of warrants
|
| | | | (1,590,000) | | | | | | (50,845,000) | | |
Transaction costs attributable to warrants
|
| | | | (701,379) | | | | | | 0 | | |
Unrealized loss on marketable securities held in Trust Account
|
| | | | (38,849) | | | | | | (9,455) | | |
Other loss, net
|
| | | | (2,324,342) | | | | | | (51,352,965) | | |
Net Loss
|
| | | $ | (2,493,666) | | | | | $ | (51,352,965) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 6,582,520 | | | | | | 8,948,018 | | |
Basic and diluted net loss per common share
|
| | | $ | (0.37) | | | | | $ | (5.74) | | |
| | |
As of
December 31, 2020 (as Restated) |
| |
As of
March 31, 2021 |
| ||||||
Balance Sheet Data: | | | | | | | | | |||||
Total assets
|
| | | $ | 230,906,193 | | | | | $ | 230,501,182 | | |
Total liabilities
|
| | | | 27.914,754 | | | | | | 78,862,708 | | |
Working capital(1)
|
| | | | 854,411 | | | | | | 297,373 | | |
Total stockholders’ equity
|
| | | | 5,000,009 | | | | | | 5,000,004 | | |
| | |
Unaudited Combined Pro Forma
|
| |||||||||
| | |
(Assuming No
Redemptions) |
| |
(Assuming
Maximum Redemptions) |
| ||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||
Summary Unaudited Pro Forma Combined | | | | | | | | | | | | | |
Statement of Operations Data Three Months Ended 31, 2021 | | | | | | | | | | | | | |
Total operating expenses
|
| | | $ | (11,919) | | | | | $ | (11,919) | | |
Net loss
|
| | | $ | (62,767) | | | | | $ | (62,767) | | |
Net loss per share of Common Stock – basic and diluted
|
| | | $ | (0.43) | | | | | $ | (0.48) | | |
Weighted average number of shares of Common Stock outstanding – basic and diluted
|
| | | | 146,250,000 | | | | | | 131,586,153 | | |
| | |
Unaudited Combined Pro Forma
|
| |||||||||
| | |
(Assuming No
Redemptions) |
| |
(Assuming
Maximum Redemptions) |
| ||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||
Statement of Operations Data Year Ended December 31, 2020 | | | | | | | | | | | | | |
Total operating expenses
|
| | | $ | (23,690) | | | | | $ | (23,690) | | |
Net loss
|
| | | $ | (24,307) | | | | | $ | (24,307) | | |
Net loss per share of Common Stock - basic and diluted
|
| | | $ | (0.17) | | | | | $ | (0.18) | | |
Weighted average number of shares of Common Stock
outstanding - basic and diluted |
| | | | 146,250,000 | | | | | | 131,586,153 | | |
Selected Unaudited Pro Forma Combined | | | | | | | | | | | | | |
Balance Sheet Data as of March 31, 2021 | | | | | | | | | | | | | |
Total assets
|
| | | $ | 440,277 | | | | | $ | 293,639 | | |
Total liabilities
|
| | | $ | 92,225 | | | | | $ | 92,225 | | |
Total stockholders’ equity
|
| | | $ | 348,052 | | | | | $ | 201,414 | | |
| | | | | | | | | | | | | | |
Unaudited Combined Pro Forma
|
| |
Unaudited Enovix equivalent
pro forma per share data(2) |
| ||||||||||||||||||
| | |
RSVAC
(Historical)(4) |
| |
Enovix
(Historical) |
| |
(Assuming
No Redemption) |
| |
(Assuming
Maximum Redemption) |
| |
(Assuming
No Redemption) |
| |
(Assuming
Maximum Redemption) |
| ||||||||||||||||||
As of and for the Three Months
Ended March 31, 2021(3) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | 0.56 | | | | | $ | (2.71) | | | | | $ | 2.38 | | | | | $ | 1.53 | | | | | $ | 0.42 | | | | | $ | 0.27 | | |
Weighted average shares outstanding of Common Stock – basic and diluted
|
| | | | 8,948,018 | | | | | | 66,618,009 | | | | | | 146,250,000 | | | | | | 131,586,153 | | | | | | 105,000,000 | | | | | | 105,000,000 | | |
Net loss per share of Common
Stock – basic and diluted |
| | | $ | (5.74) | | | | | $ | (0.24) | | | | | $ | (0.43) | | | | | $ | (0.48) | | | | | $ | (0.10) | | | | | $ | (0.11) | | |
As of and for the Year Ended December 31, 2020(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | 0.76 | | | | | $ | (2.73) | | | | | $ | 2.80 | | | | | $ | 1.67 | | | | | $ | 0.49 | | | | | $ | 0.29 | | |
Weighted average shares outstanding of Common Stock – basic and diluted
|
| | | | 6,582,520 | | | | | | 60,645,131 | | | | | | 146,250,000 | | | | | | 131,586,153 | | | | | | 105,000,000 | | | | | | 105,000,000 | | |
Net loss per share of Common
Stock – basic and diluted |
| | | $ | (0.37) | | | | | $ | (0.65) | | | | | $ | (0.17) | | | | | $ | (0.18) | | | | | $ | (0.04) | | | | | $ | (0.04) | | |
| | |
As of March 31,
2021 |
| | | | | | | | | | |
As of March 31,
2021 |
| | | | | | | | | | |
As of March 31,
2021 |
| |||||||||||||||
| | |
RSVAC
(Historical) |
| |
Enovix
(Historical) |
| |
Pro Forma
Transaction Accounting Adjustments (Assuming No Redemptions) |
| | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Additional
Pro Forma Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 305 | | | | | $ | 13,266 | | | | | $ | | | | | | | | $ | 389,696 | | | | | $ | (146,638) | | | | | | | | $ | 243,058 | | | |
| | | | | | | | | | | | | | | | | 230,016 | | | |
(A)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (21,891) | | | |
(B)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 168,000 | | | |
(C)
|
| | | | | | | | | | | | | | | | | | | | | |
Deferred costs
|
| | | | — | | | | | | 4,266 | | | | | | — | | | | | | | | | 4,266 | | | | | | — | | | | | | | | | 4,266 | | |
Prepaid expenses and other current assets
|
| | | | 180 | | | | | | 2,309 | | | | | | — | | | | | | | | | 2,489 | | | | | | — | | | | | | | | | 2,489 | | |
Total current assets
|
| | | | 485 | | | | | | 19,841 | | | | | | 376,125 | | | | | | | | | 396,451 | | | | | | (146,638) | | | | | | | | | 249,813 | | |
Marketable securities held in Trust Account
|
| | | | 230,016 | | | | | | — | | | | | | (230,016) | | | |
(A)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Property and equipment, net
|
| | | | — | | | | | | 36,641 | | | | | | — | | | | | | | | | 36,641 | | | | | | — | | | | | | | | | 36,641 | | |
Operating lease, right-of-use asset
|
| | | | — | | | | | | 7,044 | | | | | | — | | | | | | | | | 7,044 | | | | | | — | | | | | | | | | 7,044 | | |
Deferred transaction costs
|
| | | | — | | | | | | 3,911 | | | | | | (3,911) | | | |
(B)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Other assets, non-current
|
| | | | — | | | | | | 141 | | | | | | — | | | | | | | | | 141 | | | | | | — | | | | | | | | | 141 | | |
Total assets
|
| | | $ | 230,501 | | | | | $ | 67,578 | | | | | $ | 142,198 | | | | | | | | $ | 440,277 | | | | | $ | (146,638) | | | | | | | | $ | 293,639 | | |
LIABILITIES AND STOCKHOLDERS’
EQUITY (DEFICIT) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | — | | | | | $ | 4,970 | | | | | $ | (2,969) | | | |
(B)
|
| | | $ | 2,001 | | | | | $ | — | | | | | | | | $ | 2,001 | | |
Accrued expenses
|
| | | | 188 | | | | | | 2,578 | | | | | | (660) | | | |
(B)
|
| | | | 2,106 | | | | | | — | | | | | | | | | 2,106 | | |
Accrued compensation
|
| | | | — | | | | | | 2,166 | | | | | | — | | | | | | | | | 2,166 | | | | | | — | | | | | | | | | 2,166 | | |
Deferred revenue
|
| | | | — | | | | | | 5,495 | | | | | | — | | | | | | | | | 5,495 | | | | | | — | | | | | | | | | 5,495 | | |
Other liabilities
|
| | | | — | | | | | | 136 | | | | | | — | | | | | | | | | 136 | | | | | | — | | | | | | | | | 136 | | |
Warrant liabilities
|
| | | | 70,625 | | | | | | — | | | | | | — | | | | | | | | | 70,625 | | | | | | — | | | | | | | | | 70,625 | | |
Deferred underwriting payable
|
| | | | 8,050 | | | | | | — | | | | | | (8,050) | | | |
(B)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total current liabilities
|
| | | | 78,863 | | | | | | 15,345 | | | | | | (11,679) | | | | | | | | | 82,529 | | | | | | — | | | | | | | | | 82,529 | | |
Operating lease liabilities, non-current
|
| | | | — | | | | | | 9,402 | | | | | | — | | | | | | | | | 9,402 | | | | | | — | | | | | | | | | 9,402 | | |
Other liabilities, non-current
|
| | | | — | | | | | | 294 | | | | | | — | | | | | | | | | 294 | | | | | | — | | | | | | | | | 294 | | |
Total liabilities
|
| | | | 78,863 | | | | | | 25,041 | | | | | | (11,679) | | | | | | | | | 92,225 | | | | | | — | | | | | | | | | 92,225 | | |
COMMITMENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock subject to possible redemption
|
| | | | 146,638 | | | | | | — | | | | | | (146,638) | | | |
(G)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Convertible preferred stock
|
| | | | — | | | | | | 222,933 | | | | | | (222,933) | | | |
(E)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | |
As of March 31,
2021 |
| | | | | | | | | | |
As of March 31,
2021 |
| | | | | | | | | | |
As of March 31,
2021 |
| |||||||||||||||
| | |
RSVAC
(Historical) |
| |
Enovix
(Historical) |
| |
Pro Forma
Transaction Accounting Adjustments (Assuming No Redemptions) |
| | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Additional
Pro Forma Transaction Accounting Adjustments (Assuming Maximum Redemptions) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||||||||
STOCKHOLDERS’ EQUITY (DEFICIT)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock par value $0.001
|
| | | | — | | | | | | 68 | | | | | | (68) | | | |
(D)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Common stock par value $0.0001
|
| | | | 1 | | | | | | — | | | | | | | | | | | | | | | 14 | | | | | | — | | | | | | | | | 13 | | |
| | | | | | | | | | | | | | | | | 1 | | | |
(C)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 5 | | | |
(D)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 6 | | | |
(E)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | |
(G)
|
| | | | | | | | | | (1) | | | |
(G)
|
| | | | | | |
Additional paid in capital
|
| | | | 58,845 | | | | | | 42,979 | | | | | | | | | | | | | | | 571,561 | | | | | | | | | | | | | | | 424,924 | | |
| | | | | | | | | | | | | | | | | (14,043) | | | |
(B)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 167,999 | | | |
(C)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 63 | | | |
(D)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 222,927 | | | |
(E)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (53,846) | | | |
(F)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 146,637 | | | |
(G)
|
| | | | | | | | | | (146,637) | | | |
(G)
|
| | | | | | |
Accumulated deficit
|
| | | | (53,846) | | | | | | (223,443) | | | | | | | | | | | | | | | (223,523) | | | | | | — | | | | | | | | | (223,523) | | |
| | | | | | | | | | | | | | | | | 53,846 | | | |
(F)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (80) | | | |
(B)
|
| | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity (deficit)
|
| | | | 5,000 | | | | | | (180,396) | | | | | | 523,448 | | | | | | | | | 348,052 | | | | | | (146,638) | | | | | | | | | 201,414 | | |
Total liabilities, convertible preferred stock
and stockholders’ equity (deficit) |
| | |
$
|
230,501
|
| | | | $ | 67,578 | | | | | $ | 142,198 | | | | | | | | $ | 440,277 | | | | | $ | (146,638) | | | | | | | | $ | 293,639 | | |
|
| | |
For the Three Months
Ended March 31, 2021 |
| | | | | | | | | | |
For the Three
Months Ended March 31, 2021 |
| | | | | | | |
For the Three
Months Ended March 31, 2021 |
| |||||||||||||||
| | |
RSVAC
(Historical) |
| |
Enovix
(Historical) |
| |
Pro Forma
Transaction Accounting Adjustments (Assuming No Redemptions) |
| | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Pro Forma
Transaction Accounting Adjustments (Assuming Maximum Redemption) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||||||||
Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | $ | — | | | | | $ | 1,631 | | | | | $ | — | | | | | | | | $ | 1,631 | | | | | $ | — | | | | | $ | 1,631 | | |
Research and development
|
| | | | — | | | | | | 5,589 | | | | | | — | | | | | | | | | 5,589 | | | | | | — | | | | | | 5,589 | | |
Selling, general and administrative
|
| | | | — | | | | | | 4,161 | | | | | | — | | | | | | | | | 4,120 | | | | | | — | | | | | | 4,120 | | |
| | | | | | | | | | | | | | | | | (41) | | | |
(AA)
|
| | | | | | | | | | | | | | | | | | |
Operational costs
|
| | | | 579 | | | | | | — | | | | | | — | | | | | | | | | 579 | | | | | | — | | | | | | 579 | | |
Total operating expenses
|
| | |
|
579
|
| | | |
|
11,381
|
| | | |
|
(41)
|
| | | | | | |
|
11,919
|
| | | | | — | | | | |
|
11,919
|
| |
Loss from operations
|
| | |
|
(579)
|
| | | |
|
(11,381)
|
| | | |
|
41
|
| | | | | | | | (11,919) | | | | | | — | | | | |
|
(11,919)
|
| |
Interest income – bank
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 62 | | | | | | — | | | | | | (62) | | | |
(BB)
|
| | | | — | | | | | | — | | | | | | — | | |
Unrealized gain on marketable securities held in Trust Account
|
| | | | 9 | | | | | | — | | | | | | (9) | | | |
(CC)
|
| | | | — | | | | | | — | | | | | | — | | |
Change in fair value of convertible preferred stock warrants
|
| | | | — | | | | | | (4,781) | | | | | | 4,781 | | | |
(EE)
|
| | | | — | | | | | | — | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | (50,845) | | | | | | — | | | | | | — | | | | | | | | | (50,845) | | | | | | — | | | | | | (50,845) | | |
Other (expense), net
|
| | | | — | | | | | | (3) | | | | | | — | | | | | | | | | (3) | | | | | | — | | | | | | (3) | | |
Total other income (expense), net
|
| | | | (50,774) | | | | | | (4,784) | | | | | | 4,710 | | | | | | | | | (50,848) | | | | | | — | | | | | | (50,848) | | |
Loss before income taxes
|
| | |
|
(51,353)
|
| | | |
|
(16,165)
|
| | | |
|
4,751
|
| | | | | | |
|
(62,767)
|
| | | | | — | | | | |
|
(62,767)
|
| |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | | | | | — | | | |
(DD)
|
| | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (51,353) | | | | | $ | (16,165) | | | | | $ | 4,751 | | | | | | | | $ | (62,767) | | | | | $ | — | | | | | $ | (62,767) | | |
Weighted average number of shares of Common Stock outstanding – basic and diluted
|
| | | | 8,948,018 | | | | | | 66,618,009 | | | | | | | | | | | | | | | 146,250,000 | | | | | | | | | | | | 131,586,153 | | |
Net loss per share of Common Stock − basic and diluted
|
| | | $ | (5.74) | | | | | $ | (0.24) | | | | | | | | | | | | | | $ | (0.43) | | | | | | | | | | | $ | (0.48) | | |
| | |
For the Year Ended
December 31, 2020 |
| | | | | | | | | | |
For the Year
Ended December 31, 2020 |
| | | | | | | |
For the Year
Ended December 31, 2020 |
| |||||||||||||||
| | |
RSVAC
(Historical) |
| |
Enovix
(Historical) |
| |
Pro Forma
Transaction Accounting Adjustments (Assuming No Redemptions) |
| | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Pro Forma
Transaction Accounting Adjustments (Assuming Maximum Redemption) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||||||||
Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | $ | — | | | | | $ | 3,375 | | | | | $ | — | | | | | | | | $ | 3,375 | | | | | $ | — | | | | | $ | 3,375 | | |
Research and development
|
| | | | — | | | | | | 14,442 | | | | | | — | | | | | | | | | 14,442 | | | | | | — | | | | | | 14,442 | | |
Selling, general and administrative
|
| | | | — | | | | | | 5,713 | | | | | | — | | | | | | | | | 5,704 | | | | | | — | | | | | | 5,704 | | |
| | | | | | | | | | | | | | | | | (9) | | | |
(AA)
|
| | | | | | | | | | | | | | | | | | |
Operation and formation costs
|
| | | | 169 | | | | | | — | | | | | | — | | | | | | | | | 169 | | | | | | — | | | | | | 169 | | |
Total operating expenses
|
| | |
|
169
|
| | | |
|
23,530
|
| | | |
|
(9)
|
| | | | | | |
|
23,690
|
| | | | | — | | | | |
|
23,690
|
| |
Loss from operations
|
| | |
|
(169)
|
| | | |
|
(23,530)
|
| | | |
|
9
|
| | | | | | |
|
(23,690)
|
| | | | | — | | | | |
|
(23,690)
|
| |
Interest income – bank
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 6 | | | | | | — | | | | | | (6) | | | |
(BB)
|
| | | | — | | | | | | — | | | | | | — | | |
Unrealized loss on marketable securities held in Trust Account
|
| | | | (39) | | | | | | — | | | | | | 39 | | | |
(CC)
|
| | | | — | | | | | | — | | | | | | — | | |
Change in fair value of convertible preferred stock warrants
|
| | | | — | | | | | | (13,789) | | | | | | 13,789 | | | |
(EE)
|
| | | | — | | | | | | — | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | (1,590) | | | | | | — | | | | | | — | | | | | | | | | (1,590) | | | | | | — | | | | | | (1,590) | | |
Transaction costs attributable to warrants
|
| | | | (701) | | | | | | — | | | | | | — | | | | | | | | | (701) | | | | | | — | | | | | | (701) | | |
Issuance of convertible preferred stock warrants
|
| | | | — | | | | | | (1,476) | | | | | | 1,476 | | | |
(EE)
|
| | | | — | | | | | | — | | | | | | — | | |
Change in fair value of convertible promissory notes
|
| | | | — | | | | | | (2,422) | | | | | | 2,422 | | | |
(FF)
|
| | | | — | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | (107) | | | | | | 107 | | | |
(FF)
|
| | | | — | | | | | | — | | | | | | — | | |
Gain on extinguishment of paycheck protection program loan
|
| | | | — | | | | | | 1,628 | | | | | | — | | | | | | | | | 1,628 | | | | | | — | | | | | | 1,628 | | |
Other income, net
|
| | | | — | | | | | | 46 | | | | | | — | | | | | | | | | 46 | | | | | | — | | | | | | 46 | | |
Total other income (expense), net
|
| | | | (2,324) | | | | | | (16,120) | | | | | | 17,827 | | | | | | | | | (617) | | | | | | — | | | | | | (617) | | |
Loss before income taxes
|
| | |
|
(2,493)
|
| | | |
|
(39,650)
|
| | | |
|
17,836
|
| | | | | | |
|
(24,307)
|
| | | | | — | | | | |
|
(24,307)
|
| |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | | | | | — | | | |
(DD)
|
| | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (2,493) | | | | | $ | (39,650) | | | | | $ | 17,836 | | | | | | | | $ | (24,307) | | | | | $ | — | | | | | $ | (24,307) | | |
Weighted average number of shares of Common Stock outstanding – basic and diluted
|
| | | | 6,582,520 | | | | | | 60,645,131 | | | | | | | | | | | | | | | 146,250,000 | | | | | | | | | | | | 131,586,153 | | |
Net loss per share of Common Stock − basic and diluted
|
| | | $ | (0.37) | | | | | $ | (0.65) | | | | | | | | | | | | | | $ | (0.17) | | | | | | | | | | | $ | (0.18) | | |
| | |
Three Months Ended
March 31, 2021 |
| |||||||||
| | |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Pro forma net loss
|
| | | $ | (62,767) | | | | | $ | (62,767) | | |
Weighted average shares outstanding – basic and diluted(1)
|
| | | | 146,250,000 | | | | | | 131,586,153 | | |
Net loss per share – basic and diluted(2)
|
| | | $ | (0.43) | | | | | $ | (0.48) | | |
| | |
Year Ended
December 31, 2020 |
| |||||||||
| | |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Pro forma net loss
|
| | | $ | (24,307) | | | | | $ | (24,307) | | |
Weighted average shares outstanding – basic and diluted(1)
|
| | | | 146,250,000 | | | | | | 131,586,153 | | |
Net loss per share – basic and diluted(2)
|
| | | $ | (0.17) | | | | | $ | (0.18) | | |
| | |
No Redemptions
|
| |
Maximum Redemptions
|
| ||||||||||||||||||
Pro Forma Shares Outstanding
|
| | | | 146,250,000 | | | | | | 100% | | | | | | 131,586,153 | | | | | | 100% | | |
Enovix Ownership(1)(2)
|
| | | | 105,000,000 | | | | | | 72% | | | | | | 105,000,000 | | | | | | 80% | | |
Public Ownership (RSVAC Units)
|
| | | | 23,000,000 | | | | | | 16% | | | | | | 8,336,153 | | | | | | 7% | | |
RSVAC Sponsor ownership
|
| | | | 5,750,000 | | | | | | 4% | | | | | | 5,750,000 | | | | | | 4% | | |
PIPE Financing
|
| | | | 12,500,000 | | | | | | 8% | | | | | | 12,500,000 | | | | | | 9% | | |
Pro Forma weighted average shares outstanding – basic
|
| | | | 146,250,000 | | | | | | 100% | | | | | | 131,586,153 | | | | | | 100% | | |
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |||||||||||||||
| | |
($ and units in millions, other than percentages)
|
| |||||||||||||||||||||||||||
Sales(1) | | | | $ | 7 | | | | | $ | 23 | | | | | $ | 207 | | | | | $ | 409 | | | | | $ | 801 | | |
Units
|
| | | | — | | | | | | 3 | | | | | | 36 | | | | | | 73 | | | | | | 113 | | |
COGS
|
| | | $ | 18 | | | | | $ | 41 | | | | | $ | 160 | | | | | $ | 225 | | | | | $ | 390 | | |
Gross margin
|
| | | $ | (11) | | | | | $ | (19) | | | | | $ | 47 | | | | | $ | 184 | | | | | $ | 410 | | |
GM%
|
| | | | (158)% | | | | | | (82)% | | | | | | 23% | | | | | | 45% | | | | | | 51% | | |
Operating expenses | | | | | | | |||||||||||||||||||||||||
SG&A
|
| | | $ | 12 | | | | | $ | 11 | | | | | $ | 21 | | | | | $ | 37 | | | | | $ | 72 | | |
R&D
|
| | | $ | 23 | | | | | $ | 23 | | | | | $ | 29 | | | | | $ | 46 | | | | | $ | 85 | | |
Total operating expense(2)
|
| | | $ | 35 | | | | | $ | 34 | | | | | $ | 50 | | | | | $ | 83 | | | | | $ | 157 | | |
Operating expenses (%)
|
| | | | 487% | | | | | | 148% | | | | | | 24% | | | | | | 20% | | | | | | 20% | | |
Operating income(2)
|
| | | $ | (46) | | | | | $ | (52) | | | | | $ | (3) | | | | | $ | 101 | | | | | $ | 253 | | |
Operating income (%)
|
| | | | (645)% | | | | | | (230)% | | | | | | (1)% | | | | | | 25% | | | | | | 32% | | |
EBITDA(3) | | | | $ | (44) | | | | | $ | (40) | | | | | $ | 24 | | | | | $ | 137 | | | | | $ | 310 | | |
Capital expenditures
|
| | | $ | 58 | | | | | $ | 117 | | | | | $ | 87 | | | | | $ | 156 | | | | | $ | 80 | | |
Free cash flow(4)
|
| | | $ | (102) | | | | | $ | (157) | | | | | $ | (63) | | | | | $ | (19) | | | | | $ | 231 | | |
(USD, in billions)
|
| |
Transaction
Value |
| |
Discounted
Cash Flow |
| |
Comparable Battery
Supply Chain |
| |
Comparable
Battery EV |
| ||||||||||||
Enterprise Value
|
| | | $ | 1.13 | | | | | $ | 1.11 | | | | | $ | 0.77 | | | | | $ | 2.35 | | |
Equity Value
|
| | | $ | 1.52 | | | | | $ | 1.50 | | | | | $ | 1.15 | | | | | $ | 2.73 | | |
Selected Company
|
| |
Enterprise Value
|
| |
Enterprise Value
to Sales (CY+2E) |
| ||||||
| | |
($ in millions)
|
| | ||||||||
Johnson Matthey Plc
|
| | | | 9,752.1 | | | | | | 1.71 | | |
Livent Corporation
|
| | | | 2,952.2 | | | | | | 6.85 | | |
Plug Power Inc.
|
| | | | 24,566.2 | | | | | | 55.35 | | |
EnerSys
|
| | | | 4,522.9 | | | | | | 1.38 | | |
Contemporary Amperex Technology Co Ltd.
|
| | | | 130,005.3 | | | | | | 12.25 | | |
Samsung SDI Co. Ltd.
|
| | | | 45,277.3 | | | | | | 2.97 | | |
Panasonic Corporation
|
| | | | 34,818.6 | | | | | | 0.53 | | |
BYD Electronic (International) Company Limited
|
| | | | 13,075.2 | | | | | | 0.83 | | |
Ganfeng Lithium Co.,Ltd
|
| | | | 25,912.5 | | | | | | 20.54 | | |
LLika Plc
|
| | | | 404.3 | | | | | | 108.70 | | |
Selected Company
|
| |
Enterprise Value
|
| |
Enterprise Value
to Sales (CY+2E) |
| ||||||
| | |
($ in millions)
|
| | ||||||||
Tuscan Holdings Corp
|
| | | | 141.9 | | | | | | NM | | |
Contemporary Amperex Technology Co. Ltd.
|
| | | | 130,005.3 | | | | | | 12.25 | | |
Plug Power Inc.
|
| | | | 24,582.0 | | | | | | 55.39 | | |
NIO Limited
|
| | | | 73,140.4 | | | | | | 15.01 | | |
Ballard Power Systems Inc.
|
| | | | 8,388.9 | | | | | | 65.86 | | |
Nikola Corporation
|
| | | | 6,631.2 | | | | | | 106.14 | | |
Tesla, Inc
|
| | | | 651,140.5 | | | | | | 10.42 | | |
Romeo Power, Inc.
|
| | | | 1,713.6 | | | | | | 12.30 | | |
QuantumScape Corporation
|
| | | | 19,589.1 | | | | | | NM | | |
(in thousands)
|
| |
Assuming No
Redemption(1) |
| |
Assuming Max
Redemption(2) |
| ||||||
Sources | | | | | | | | | | | | | |
Proceeds from Trust Account(3)
|
| | | $ | 230,016 | | | | | $ | 83,378 | | |
PIPE Financing
|
| | | | 175,000 | | | | | | 175,000 | | |
Enovix Equityholders’ Retained Equity Value
|
| | | | 1,050,000 | | | | | | 1,050,000 | | |
Total Sources
|
| | | $ | 1,455,016 | | | | | $ | 1,308,378 | | |
Uses | | | | | | | | | | | | | |
Cash to Balance Sheet(4)
|
| | | $ | 389,886 | | | | | $ | 243,248 | | |
Enovix Equityholders’ Retained Equity Value
|
| | | | 1,050,000 | | | | | | 1,050,000 | | |
RSVAC Estimated Transaction Costs(5)
|
| | | | 15,130 | | | | | | 15,130 | | |
Total Uses
|
| | | $ | 1,455,016 | | | | | $ | 1,308,378 | | |
| | |
Current Charter
|
| |
Proposed Certificate of Incorporation
|
|
Name Change
|
| | RSVAC’s current name is Rodgers Silicon Valley Acquisition Corporation. | | | Under the Proposed Certificate of Incorporation, the Combined Entity’s name will be Enovix Corporation | |
Purpose
|
| | The Current Charter provides that the purpose of RSVAC shall | | | The Proposed Certificate of Incorporation will provide that | |
| | |
Current Charter
|
| |
Proposed Certificate of Incorporation
|
|
| | | be to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon RSVAC by law and those incidental thereto, RSVAC shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of RSVAC including, but not limited to, a business combination (as defined in the Current Charter). | | | the purpose of the Combined Entity shall be to engage in any lawful act or activity for which a corporation may be organized under the DGCL. | |
Authorized Shares of Common Stock
|
| | The Current Charter authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share. | | | The Proposed Certificate of Incorporation will authorize the issuance of up to 1,000,000,000 shares of common stock, par value $0.0001 per share. | |
Authorized Shares of Blank Check Preferred Stock
|
| | The Current Charter authorizes the issuance of up to 1,000,000 shares of “blank check” preferred stock, par value $0.0001 per share. | | | The Proposed Certificate of Incorporation will authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Combined Entity’s Board to increase the number of outstanding shares and discourage a takeover attempt. | |
Corporate Opportunity Amendment
|
| | The Current Charter limits the application of the doctrine of corporate opportunity under certain circumstances. | | | The Proposed Certificate of Incorporation will be silent on the issue of the application of the doctrine of corporate opportunity. | |
Amendment of Voting Threshold for Charter Amendment
|
| | Prior to the consummation of RSVAC’s initial Business Combination (as defined in the Current Charter), an amendment of Article IX requires the approval of the holders of 65% of all then outstanding shares of RSVAC’s Common Stock. The Current Charter is otherwise silent on the requirements for a minimum vote to amend the charter. | | | The Proposed Certificate of Incorporation will provide that any amendment to certain provisions of the Proposed Certificate of Incorporation will require the approval of the holders of at least 662/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors. | |
| | |
Current Charter
|
| |
Proposed Certificate of Incorporation
|
|
Amendment of Voting Threshold for Bylaws Amendment
|
| | The Current Charter requires the approval of a majority of the holders of RSVAC’s then-outstanding shares of capital stock entitled to vote generally at an election of directors to approve an amendment to the bylaws. | | | The Proposed Certificate of Incorporation will provide that any amendment to the Combined Entity’s bylaws will require the approval of the holders of at least 662/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors. | |
Amendment of Choice of Forum Provision
|
| | The Current Charter provides for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act. | | | The Proposed Certificate of Incorporation will provide that unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for claims arising under the Securities Act. | |
Provisions Specific to a Blank Check Company
|
| | Under the Current Charter, Article IX sets forth various provisions related to its operations as a blank check company prior to the consummation of an initial business combination. | | | The Proposed Certificate of Incorporation will not include these blank check company provisions because, upon consummation of the Business Combination, RSVAC will cease to be a blank check company. In addition, the provisions requiring that the proceeds from its initial public offering be held in a trust account until a business combination or liquidation of RSVAC and the terms governing RSVAC’s consummation of a proposed business combination will not be applicable following consummation of the Business Combination. | |
| | |
Current Charter
|
| |
Proposed Certificate of Incorporation
|
|
Advisory Proposal A — Authorized Shares of Common Stock
|
| | The Current Charter authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share. | | | The Proposed Certificate of Incorporation will authorize the issuance of up to 1,000,000,000 shares of common stock, par value $0.0001 per share. | |
Advisory Proposal B — Authorized Shares of Blank Check Preferred Stock
|
| | The Current Charter authorizes the issuance of up to 1,000,000 shares of “blank check” preferred stock, par value $0.0001 per share. | | | The Proposed Certificate of Incorporation will authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Combined Entity’s Board to increase the number of outstanding shares and discourage a takeover attempt. | |
Advisory Proposal C — Corporate Opportunity Amendment
|
| | The Current Charter limits the application of the doctrine of corporate opportunity under certain circumstances. | | | The Proposed Certificate of Incorporation will be silent on the issue of the application of the doctrine of corporate opportunity. | |
Advisory Proposal D — Amendment of Voting Threshold for Charter Amendment
|
| | Prior to the consummation of RSVAC’s initial Business Combination (as defined in the Current Charter), an amendment of Article IX requires the approval of the holders of 65% of all then outstanding shares of RSVAC’s Common Stock. The Current Charter is otherwise silent on the requirements for a minimum vote to amend the charter. | | | The Proposed Certificate of Incorporation will provide that any amendment to certain provisions of the Proposed Certificate of Incorporation will require the approval of the holders of at least 662/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors. | |
| | |
Current Charter
|
| |
Proposed Certificate of Incorporation
|
|
Advisory Proposal E — Amendment of Voting Threshold for Bylaws Amendment
|
| | The Current Charter requires the approval of a majority of the holders of RSVAC’s then-outstanding shares of capital stock entitled to vote generally at an election of directors to approve an amendment to the bylaws. | | | The Proposed Certificate of Incorporation will provide that any amendment to the Combined Entity’s bylaws will require the approval of the holders of at least 662/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors. | |
Advisory Proposal F — Amendment of Choice of Forum Provision
|
| | The Current Charter provides for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act. | | | The Proposed Certificate of Incorporation will provide that unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for claims arising under the Securities Act. | |
Name
|
| |
Age
|
| |
Position
|
| |||
Thurman J. “T.J.” Rodgers
|
| | | | 72 | | | |
Chief Executive Officer and Chairman of the Board
|
|
Emmanuel T. Hernandez
|
| | | | 65 | | | | Chief Financial Officer and Director | |
Lisan Hung
|
| | | | 52 | | | | Director | |
Steven J. Gomo
|
| | | | 69 | | | | Director | |
John D. McCranie
|
| | | | 77 | | | | Director | |
Joseph I. Malchow
|
| | | | 35 | | | | Director | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Thurman J. “T.J.” Rodgers
|
| | Enphase Energy, Inc. | | | provides microinverters, energy storage and energy management solutions to residential homes and commercial customers | | | Director | |
| | | Enovix | | | next generation lithium-ion 3D cell architecture with high-capacity silicon anode | | | Director | |
| | | FTC Solar | | | single-axis tracking for solar companies | | | Director | |
| | | Solaria | | | solar systems | | | Director | |
Emmanuel T. Hernandez | | | BrainChip, Inc. | | | an Australian artificial intelligence company | | | Chairman | |
| | | Ouster, Inc. | | | Lidar systems supplier | | | Director | |
Lisan Hung | | | Enphase Energy, Inc. | | | provides microinverters, energy storage and energy management solutions to residential homes and commercial customers | | |
General Counsel
|
|
Steven J. Gomo | | | Enphase Energy, Inc. | | | provides microinverters, energy storage and energy management solutions to residential homes and commercial customers | | | Director | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | | Micron Technology | | | produces memory solutions | | | Director | |
| | | Nutanix | | | enterprise software | | | Director | |
| | | Solaria | | | solar systems | | | Director | |
John D. McCranie | | | NextGen Power Systems | | | semiconductor manufacturer | | | Chairman | |
Joseph I. Malchow | | | Enphase Energy, Inc. | | | provides microinverters, energy storage and energy management solutions to residential homes and commercial customers | | | Director | |
| | | HNVR Technology Investment Management | | | investment firm | | |
General Partner
|
|
| | | Rice Acquisition Corp. | | | special purpose acquisition company | | | Director | |
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Common Stock |
| ||||||
Rodgers Capital, LLC(3)
|
| | | | 5,750,000 | | | | | | 20% | | |
Thurman T.J. Rodgers
|
| | | | 5,750,000 | | | | | | 20% | | |
Emmanuel T. Hernandez
|
| | | | 0 | | | | | | 0 | | |
Lisan Hung
|
| | | | 0 | | | | | | 0 | | |
Steven J. Gomo
|
| | | | 0 | | | | | | 0 | | |
John D. McCranie
|
| | | | 0 | | | | | | 0 | | |
Joseph I. Malchow
|
| | | | 0 | | | | | | 0 | | |
All directors and executive officers as a group (six individuals)
|
| | | | 5,750,000 | | | | | | 20% | | |
| | |
For the
Period From September 23, 2020 (Inception) through December 31, 2020 as Restated (Audited) |
| |
Three
Months Ended March 31, 2021 |
| ||||||
Statements of Operations Data: | | | | | | | | | | | | | |
Formation and operating costs
|
| | | $ | 169,324 | | | | | $ | 579,343 | | |
Loss from Operations
|
| | | ($ | 169,324) | | | | | ($ | 579,343) | | |
Other income: | | | | | | | | | | | | | |
Interest income – bank
|
| | | | 9 | | | | | | 13 | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 5,877 | | | | | | 61,910 | | |
Change in fair value of warrants
|
| | | | (1,590,000) | | | | | | (50,845,000) | | |
Transaction costs attributable to warrants
|
| | | | (701,379) | | | | | | — | | |
Unrealized loss on marketable securities held in Trust Account
|
| | | | (38,849) | | | | | | (9,455) | | |
Other loss, net
|
| | | | (2,324,342) | | | | | | (51,352,965) | | |
Net Loss
|
| | | ($ | 2,493,666) | | | | | ($ | 51,352,965) | | |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
| | |
|
19,978,262
|
| | | |
|
19,801,982
|
| |
Basic and diluted net loss per share, Common stock subject to possible redemption
|
| | | $ | — | | | | | $ | — | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 6,582,520 | | | | | | 8,948,018 | | |
Basic and diluted net loss per common share
|
| | | ($ | 0.37) | | | | | ($ | 5.74) | | |
| | |
As of
December 31, 2020 (as Restated) |
| |
As of
March 31, 2021 |
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Total assets
|
| | | $ | 230,906,193 | | | | | $ | 230,501,182 | | |
Total liabilities
|
| | | | 27,914,754 | | | | | | 78,862,708 | | |
Working capital(1)
|
| | | | 854,411 | | | | | | 297,373 | | |
Total stockholders’ equity
|
| | | | 5,000,009 | | | | | | 5,000,004 | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Option
Awards(1) |
| |
All Other
Compensation |
| |
Total
|
| ||||||||||||||||||
Harrold Rust
Co-founder, President and Chief Executive Officer |
| | | | 2020 | | | | | $ | 292,868 | | | | | $ | — | | | | | $ | 1,670,636 | | | | | $ | 9,756(2) | | | | | $ | 1,973,260 | | |
Cameron Dales
General Manager and Chief Commercial Officer |
| | | | 2020 | | | | | $ | 291,896 | | | | | $ | — | | | | | $ | 1,918,137 | | | | | $ | 8,757(3) | | | | | $ | 2,218,790 | | |
Ashok Lahiri
Co-founder and Chief Technology Officer |
| | | | 2020 | | | | | $ | 291,896 | | | | | $ | — | | | | | $ | 1,670,636 | | | | | $ | 9,611(4) | | | | | $ | 1,972,143 | | |
| | | | | | | | |
Option Awards
|
| |||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date(1) |
| |
Vesting
Commencement Date(2) |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Number of
Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price $ |
| |
Option
Expiration Date |
| |||||||||||||||||||||
Harrold Rust(3)
|
| | | | 12/14/2017 | | | | | | 9/1/2017 | | | | | | — | | | | | | 131,250 | | | | | | — | | | | | $ | 0.01 | | | | | | 12/13/2027 | | |
Cameron Dales(4)
|
| | | | 12/14/2017 | | | | | | 9/1/2017 | | | | | | — | | | | | | 75,000 | | | | | | — | | | | | | 0.01 | | | | | | 12/13/2027 | | |
Ashok Lahiri(5)
|
| | | | 12/14/2017 | | | | | | 9/1/2017 | | | | | | — | | | | | | 131,250 | | | | | | — | | | | | | 0.01 | | | | | | 12/13/2027 | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Harrold Rust(1) | | |
59
|
| | President and Chief Executive Officer and Director | |
Ashok Lahiri | | |
60
|
| | Chief Technology Officer | |
Cameron Dales | | |
50
|
| | Chief Commercial Officer | |
Steffen Pietzke | | |
49
|
| | Chief Financial Officer | |
Edward J. Hejlek | | |
65
|
| | General Counsel | |
Thurman J. “T.J.” Rodgers(1) | | |
73
|
| | Chairman of the Board | |
Betsy Atkins(1) | | |
67
|
| | Director | |
Emmanuel T. Hernandez(2) | | |
65
|
| | Director | |
John D. McCranie(2) | | |
77
|
| | Director | |
Michael J. Petrick(1) | | |
59
|
| | Director | |
Gregory Reichow(1) | | |
51
|
| | Director | |
| | |
Three Months Ended March 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
Change ($)
|
| |
Change (%)
|
| ||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | $ | 1,631 | | | | | $ | 371 | | | | | $ | 1,260 | | | | | | 340% | | |
Research and development
|
| | | | 5,589 | | | | | | 2,405 | | | | | | 3,184 | | | | | | 132% | | |
Selling, general and administrative
|
| | | | 4,161 | | | | | | 1,000 | | | | | | 3,161 | | | | | | 316% | | |
Total operating expenses
|
| | | | 11,381 | | | | | | 3,776 | | | | | | 7,605 | | | | | | 201% | | |
Loss from operations
|
| | | | (11,381) | | | | | | (3,776) | | | | | | (7,605) | | | | | | 201% | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of convertible preferred stock
warrants |
| | | | (4,781) | | | | | | 66 | | | | | | (4,847) | | | | | | (7,344)% | | |
Issuance of convertible preferred stock warrants
|
| | | | — | | | | | | (1,476) | | | | | | (1,476) | | | | | | — | | |
Change in fair value of convertible promissory notes
|
| | | | — | | | | | | (2,422) | | | | | | (2,422) | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | (107) | | | | | | (107) | | | | | | — | | |
Other income (expense), net
|
| | | | (3) | | | | | | 33 | | | | | | (36) | | | | | | (109)% | | |
Total other income (expense), net
|
| | | | (4,784) | | | | | | (3,906) | | | | | | (878) | | | | | | 22% | | |
Loss before income taxes
|
| | | | (16,165) | | | | | | (7,682) | | | | | | (8,483) | | | | | | 110% | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (16,165) | | | | | $ | (7,682) | | | | | $ | (8,483) | | | | | | 110% | | |
Basic and diluted net loss per share
|
| | | $ | (0.24) | | | | | $ | (0.13) | | | | | $ | (0.11) | | | | | | 85% | | |
Basic and diluted weighted average common shares outstanding
|
| | | | 66,618,009 | | | | | | 59,716,010 | | | | | | 6,901,999 | | | | | | 12% | | |
| | |
Years Ended December 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
Change ($)
|
| |
Change (%)
|
| ||||||||||||
| | |
(in thousands, except share and per share data)
|
| |||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | $ | 3,375 | | | | | $ | 161 | | | | | $ | 3,214 | | | | | | 1,996% | | |
Research and development
|
| | | | 14,442 | | | | | | 12,147 | | | | | | 2,295 | | | | | | 19% | | |
Selling, general and administrative
|
| | | | 5,713 | | | | | | 4,203 | | | | | | 1,510 | | | | | | 36% | | |
Total operating expenses
|
| | | | 23,530 | | | | | | 16,511 | | | | | | 7,019 | | | | | | 43% | | |
Loss from operations
|
| | | | (23,530) | | | | | | (16,511) | | | | | | (7,019) | | | | | | 43% | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of convertible preferred stock
warrants |
| | | | (13,789) | | | | | | 260 | | | | | | (14,049) | | | | | | (5,403)% | | |
Issuance of convertible preferred stock warrants
|
| | | | (1,476) | | | | | | — | | | | | | (1,476) | | | | | | — | | |
Change in fair value of convertible promissory notes
|
| | | | (2,422) | | | | | | — | | | | | | (2,422) | | | | | | — | | |
Gain on extinguishment of paycheck protection program loan
|
| | | | 1,628 | | | | | | — | | | | | | 1,628 | | | | | | — | | |
Interest expense
|
| | | | (107) | | | | | | (23) | | | | | | (84) | | | | | | 365% | | |
Other income (expense), net
|
| | | | 46 | | | | | | 86 | | | | | | (40) | | | | | | (47)% | | |
Total other income (expense), net
|
| | | | (16,120) | | | | | | 323 | | | | | | (16,443) | | | | | | (5,091)% | | |
Loss before income taxes
|
| | | | (39,650) | | | | | | (16,188) | | | | | | (23,462) | | | | | | 145% | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (39,650) | | | | | $ | (16,188) | | | | | $ | (23,462) | | | | | | 145% | | |
Basic and diluted net loss per share
|
| | | $ | (0.65) | | | | | $ | (0.28) | | | | | $ | (0.37) | | | | | | 132% | | |
Basic and diluted weighted average common shares outstanding
|
| | | | 60,645,131 | | | | | | 57,735,620 | | | | | | 2,909,511 | | | | | | 5% | | |
| | |
Three Months Ended March 31,
|
| |
Years Ended December 31,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
| | |
(unaudited)
|
| |||||||||||||||||||||
Net loss
|
| | | $ | (16,165) | | | | | $ | (7,682) | | | | | $ | (39,650) | | | | | $ | (16,188) | | |
Interest expense
|
| | | | — | | | | | | 107 | | | | | | 107 | | | | | | 23 | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Depreciation and amortization
|
| | | | 141 | | | | | | 144 | | | | | | 579 | | | | | | 509 | | |
EBITDA
|
| | | $ | (16,024) | | | | | $ | (7,431) | | | | | $ | (38,964) | | | | | $ | (15,656) | | |
Stock-based compensation
|
| | | | 1,555 | | | | | | 58 | | | | | | 666 | | | | | | 328 | | |
Change in fair value of convertible preferred stock warrants
|
| | | | 4,781 | | | | | | (66) | | | | | | 13,789 | | | | | | (260) | | |
Issuance of convertible preferred stock warrants
|
| | | | — | | | | | | 1,476 | | | | | | 1,476 | | | | | | — | | |
Change in fair value of convertible promissory notes
|
| | | | — | | | | | | 2,422 | | | | | | 2,422 | | | | | | — | | |
Gain on extinguishment of paycheck protection program loan
|
| | | | — | | | | | | — | | | | | | (1,628) | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | (9,688) | | | | | $ | (3,541) | | | | | $ | (22,239) | | | | | $ | (15,588) | | |
| | |
Three Months Ended March 31,
|
| |
Years Ended December 31,
|
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
| | |
(unaudited)
|
| |||||||||||||||||||||
Net cash used in operating activities (GAAP)
|
| | | $ | (8,610) | | | | | $ | (3,729) | | | | | $ | (20,050) | | | | | $ | (10,979) | | |
Capital (expenditures) (GAAP)
|
| | | | (7,141) | | | | | | (1,860) | | | | | | (26,953) | | | | | | (1,650) | | |
Free Cash Flow (Non-GAAP)
|
| | | $ | (15,751) | | | | | $ | (5,589) | | | | | $ | (47,003) | | | | | $ | (12,629) | | |
| | |
Three Months Ended March 31,
|
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
Change ($)
|
| |
2020
|
| |
2019
|
| |
Change ($)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
| | |
(unaudited)
|
| |||||||||||||||||||||||||||||||||
Net cash used in operating activities
|
| | | $ | (8,610) | | | | | $ | (3,729) | | | | | $ | (4,881) | | | | | $ | (20,050) | | | | | $ | (10,979) | | | | | $ | (9,071) | | |
Net cash used in investing activities
|
| | | | (7,141) | | | | | | (1,860) | | | | | | (5,281) | | | | | | (26,953) | | | | | | (1,650) | | | | | | (25,303) | | |
Net cash (used in) provided by financing activities
|
| | | | (76) | | | | | | 29,012 | | | | | | (29,088) | | | | | | 65,920 | | | | | | 5,788 | | | | | | 60,132 | | |
Change in cash, cash equivalents and restricted cash
|
| | | $ | (15,827) | | | | | $ | 23,423 | | | | | $ | (39,250) | | | | | $ | 18,917 | | | | | $ | (6,841) | | | | | $ | 25,758 | | |
| | |
Pre-Business Combination
|
| |
Post Business Combination
|
| ||||||||||||||||||||||||||||||
| | |
Common Stock
|
| |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption |
| |||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned |
| |
% of Outstanding
Shares of Common Stock |
| |
Number of
Shares |
| |
%
|
| |
Number of
Shares |
| |
%
|
| ||||||||||||||||||
Directors and Executive Officers of RSVAC:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Thurman J. Rodgers(2)
|
| | | | 5,750,000 | | | | | | 20.0% | | | | | | 22,687,628 | | | | | | 16.0% | | | | | | 22,687,628 | | | | | | 17.9% | | |
Emmanuel T. Hernandez(3)
|
| | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
Steven J. Gomo(3)
|
| | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
John D. McCranie(3)
|
| | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
Lisan Hung(3)
|
| | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
Joseph I. Malchow(3)
|
| | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
All Directors and Executive Officers of RSVAC as a Group (six individuals)
|
| | | | 5,750,000 | | | | | | 20.0% | | | | | | 22,687,628 | | | | | | 16.0% | | | | | | 22,687,628 | | | | | | 17.9% | | |
Five Percent Holders of RSVAC : | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Electron Capital Partners, LLC
|
| | | | 3,027,773 | | | | | | 10.5% | | | | | | 3,027,773 | | | | | | 2.1% | | | | | | 3,027,773 | | | | | | 2.4% | | |
Gilder, Gagnant & Howe LLC
|
| | | | 3,066,627 | | | | | | 10.7% | | | | | | 3,066,627 | | | | | | 2.2% | | | | | | 3,066,627 | | | | | | 2.4% | | |
Park West Asset Management LLC
|
| | | | 4,300,000 | | | | | | 15.0% | | | | | | 4,300,000 | | | | | | 3.0% | | | | | | 4,300,000 | | | | | | 3.5% | | |
Rodgers Capital, LLC(2)
|
| | | | 5,750,000 | | | | | | 20.0% | | | | | | 22,687,628 | | | | | | 16.0% | | | | | | 22,687,628 | | | | | | 17.9% | | |
Directors and Executive Officers of Combined Entity After Consummation of the Business Combination:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Harrold Rust(4)
|
| | | | — | | | | | | — | | | | | | 2,630,132 | | | | | | 1.8% | | | | | | 2,630,132 | | | | | | 2.0% | | |
Thurman J. Rodgers(2)
|
| | | | 5,750,000 | | | | | | 20.0% | | | | | | 22,687,628 | | | | | | 16.0% | | | | | | 22,687,628 | | | | | | 17.9% | | |
Betsy Atkins(5)
|
| | | | — | | | | | | — | | | | | | 154,327 | | | | | | * | | | | | | 154,327 | | | | | | * | | |
Emmanuel T. Hernández(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
John D. McCranie(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | |
Michael J. Petrick(6)
|
| | | | — | | | | | | — | | | | | | 3,052,422 | | | | | | 2.2% | | | | | | 3,052,422 | | | | | | 2.4% | | |
Gregory Reichow(7)
|
| | | | — | | | | | | — | | | | | | 14,846 | | | | | | * | | | | | | 14,846 | | | | | | * | | |
Ashok Lahiri(8)
|
| | | | — | | | | | | — | | | | | | 1,433,054 | | | | | | 1.0% | | | | | | 1,433,054 | | | | | | 1.1% | | |
Cameron Dales(9)
|
| | | | — | | | | | | — | | | | | | 1,054,013 | | | | | | * | | | | | | 1,054,013 | | | | | | * | | |
Steffen Pietzke(10)
|
| | | | 2,000 | | | | | | * | | | | | | 683,268 | | | | | | * | | | | | | 683,268 | | | | | | * | | |
Edward J. Hejlek(11)
|
| | | | — | | | | | | — | | | | | | 272,509 | | | | | | * | | | | | | 272,509 | | | | | | * | | |
All Directors and Executive Officers of Combined Entity as a Group (eleven individuals)(12)
|
| | | | 5,752,000 | | | | | | 20.0% | | | | | | 31,982,199 | | | | | | 22.2% | | | | | | 31,982,199 | | | | | | 24.7% | | |
Five Percent Holders of Combined
Entity After Consummation of the Business Combination: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DPIP Enovix Series(13)
|
| | | | — | | | | | | — | | | | | | 7,827,649 | | | | | | 5.5% | | | | | | 7,827,649 | | | | | | 6.2% | | |
Eclipse Fund III, L.P.(14)
|
| | | | — | | | | | | — | | | | | | 16,703,194 | | | | | | 11.8% | | | | | | 16,703,194 | | | | | | 13.2% | | |
York Distressed Asset Fund III, L.P.(15)
|
| | | | — | | | | | | — | | | | | | 15,445,317 | | | | | | 10.9% | | | | | | 15,445,317 | | | | | | 12.2% | | |
Name of Noteholder
|
| |
Principal Amount of
Promissory Notes |
| |||
Rodgers Massey Revocable Living Trust dtd 4/4/11(1)
|
| | | $ | 5,000,000 | | |
Michael John Petrick Revocable Trust, as amended(2)
|
| | | | 350,000 | | |
Harrold and Margaret Rust Family Trust UTD May 15, 1996(3)
|
| | | | 58,392 | | |
Ashok Lahiri(4)
|
| | | | 58,392 | | |
Name of Stockholder
|
| |
Shares of Series F
Preferred Stock |
| |
Shares of Series P-2
Preferred Stock |
| |
Aggregate Purchase
Price |
| |||||||||
Rodgers Massey Revocable Living Trust
dtd 4/4/11(1) |
| | | | 26,877,192 | | | | | | 23,761,025 | | | | | | 15,740,327 | | |
Michael John Petrick Revocable Trust, as
amended(2) |
| | | | 5,511,648 | | | | | | 1,987,571 | | | | | | 2,276,443 | | |
Harrold and Margaret Rust Family Trust UTD May 15, 1996(3)
|
| | | | — | | | | | | 196,334 | | | | | | 59,330 | | |
Ashok Lahiri(4)
|
| | | | — | | | | | | 196,334 | | | | | | 59,330 | | |
Eclipse Fund III, L.P.(5)
|
| | | | — | | | | | | 13,434,650 | | | | | | 5,799,725 | | |
DPIP Enovix Series
|
| | | | 8,542,957 | | | | | | 4,432,036 | | | | | | 4,348,048 | | |
York Distressed Asset Fund III, L.P.
|
| | | | 31,228,069 | | | | | | 6,949,286 | | | | | | 11,899,999 | | |
| | | | ||
| Financial Statements: | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | | | | F-25 | | | |
| | | | | F-26 | | | |
| | | | | F-27 | | | |
| | | | | F-28 | | | |
| | | | | F-29 | | |
| ASSETS | | | | | | | |
| Current Assets | | | | | | | |
|
Cash
|
| | | $ | 773,086 | | |
|
Prepaid expenses
|
| | | | 166,079 | | |
|
Total Current Assets
|
| | | | 939,165 | | |
|
Marketable securities held in Trust Account
|
| | | | 229,967,028 | | |
|
TOTAL ASSETS
|
| | | $ | 230,906,193 | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
|
Current Liabilities – accrued expenses
|
| | | $ | 84,754 | | |
|
Warrant liability
|
| | | | 19,780,000 | | |
|
Deferred underwriting payable
|
| | | | 8,050,000 | | |
|
Total Liabilities
|
| | | | 27,914,754 | | |
| Commitments | | | | | | | |
|
Common stock subject to possible redemption; 19,801,982 shares at redemption value
|
| | | | 197,991,430 | | |
| Stockholders’ Equity | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
|
| | | | — | | |
|
Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,948,018 shares issued and outstanding (excluding 19,801,982 shares subject to possible redemption)
|
| | | | 895 | | |
|
Additional paid-in capital
|
| | | | 7,492,780 | | |
|
Accumulated deficit
|
| | | | (2,493,666) | | |
|
Total Stockholders’ Equity
|
| | | | 5,000,009 | | |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 230,906,193 | | |
|
Operating and formation costs
|
| | | $ | 169,324 | | |
|
Loss from operations
|
| | | | (169,324) | | |
| Other income: | | | | | | | |
|
Interest income – bank
|
| | | | 9 | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | 5,877 | | |
|
Change in fair value of Warrants
|
| | | | (1,590,000) | | |
|
Transaction costs attributable to Warrants
|
| | | | (701,379) | | |
|
Unrealized loss on marketable securities held in Trust Account
|
| | | | (38,849) | | |
|
Other loss, net
|
| | | | (2,324,342) | | |
|
Net loss
|
| | | $ | (2,493,666) | | |
|
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
| | | | 19,978,262 | | |
|
Basic and diluted net loss per share, Common stock subject to possible redemption
|
| | | $ | 0.00 | | |
|
Basic and diluted weighted average shares outstanding, Common stock
|
| | | | 6,582,520 | | |
|
Basic and diluted net loss per share, Common stock
|
| | | $ | (0.37) | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||
|
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||
Balance – September 23, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to Sponsor
|
| | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Sale of 23,000,000 Units, net of underwriting discount and offering expenses
|
| | | | 23,000,000 | | | | | | 2,300 | | | | | | 205,457,805 | | | | | | — | | | | | | 205,460,105 | | |
Common stock subject to possible
redemption |
| | | | (19,801,982) | | | | | | (1,980) | | | | | | (197,989,450) | | | | | | — | | | | | | (197,991,430) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (2,493,666) | | | | | | (2,493,666) | | |
Balance – December 31, 2020
|
| | | | 8,948,018 | | | | | $ | 895 | | | | | $ | 7,492,780 | | | | | $ | (2,493,666) | | | | | $ | 5,000,009 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (2,493,666) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (5,877) | | |
|
Change in fair value of Warrants
|
| | | | 1,590,000 | | |
|
Transaction costs attributable to Warrants
|
| | | | 701,379 | | |
|
Unrealized loss on marketable securities held in Trust Account
|
| | | | 38,849 | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | (166,079) | | |
|
Accrued expenses
|
| | | | 84,754 | | |
|
Net cash used in operating activities
|
| | | | (250,640) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (230,000,000) | | |
|
Net cash used in investing activities
|
| | | | (230,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of common stock to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 225,400,000 | | |
|
Proceeds from sale of Private Placement Warrants to Sponsor
|
| | | | 6,000,000 | | |
|
Advances from related party
|
| | | | 125,000 | | |
|
Repayment of advances from related party
|
| | | | (125,000) | | |
|
Proceeds from promissory note – related party
|
| | | | 50,000 | | |
|
Repayment of promissory note – related party
|
| | | | (50,000) | | |
|
Payment of offering costs
|
| | | | (401,274) | | |
|
Net cash provided by financing activities
|
| | | | 231,023,726 | | |
|
Net Change in Cash
|
| | | | 773,086 | | |
|
Cash – Beginning of period
|
| | | | — | | |
|
Cash – End of period
|
| | | $ | 773,086 | | |
| Non-Cash investing and financing activities: | | | | | | | |
|
Initial classification of common stock subject to possible redemption
|
| | | $ | 199,782,620 | | |
|
Change in value of common stock subject to possible redemption
|
| | | $ | (1,791,190) | | |
|
Deferred underwriting fee payable
|
| | | $ | 8,050,000 | | |
| | |
As
Previously Reported |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Balance sheet as of December 4, 2020 | | | | | | | | | | | | | | | | | | | |
Warrant Liability
|
| | | $ | — | | | | | $ | 18,190,000 | | | | | $ | 18,190,000 | | |
Common Stock Subject to Possible Redemption
|
| | | | 217,972,620 | | | | | | (18,190,000) | | | | | | 199,782,620 | | |
Common Stock
|
| | | | 695 | | | | | | 182 | | | | | | 877 | | |
Additional Paid-in Capital
|
| | | | 5,000,411 | | | | | | 701,197 | | | | | | 5,701,608 | | |
Accumulated Deficit
|
| | | | (1,096) | | | | | | (701,379) | | | | | | (702,475) | | |
Balance sheet as of December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Warrant Liability
|
| | | $ | — | | | | | $ | 19,780,000 | | | | | $ | 19,780,000 | | |
Common Stock Subject to Possible Redemption
|
| | | | 217,771,437 | | | | | | (19,780,007) | | | | | | 197,991,430 | | |
Common Stock
|
| | | | 697 | | | | | | 198 | | | | | | 895 | | |
Additional Paid-in Capital
|
| | | | 5,201,592 | | | | | | 2,291,188 | | | | | | 7,492,780 | | |
Accumulated Deficit
|
| | | | (202,287) | | | | | | (2,291,379) | | | | | | (2,493,666) | | |
Stockholders’ Equity
|
| | | | 5,000,002 | | | | | | 7 | | | | | | 5,000,009 | | |
| | |
As
Previously Reported |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Statement of Operations for the Period from September 23, 2020 (inception) to December 31, 2020
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of Warrants
|
| | | $ | — | | | | | $ | (1,590,000) | | | | | $ | (1,590,000) | | |
Transaction costs attributable to Warrants
|
| | | | — | | | | | | (701,379) | | | | | | (701,379) | | |
Net loss
|
| | | | (202,287) | | | | | | (2,291,379) | | | | | | (2,493,666) | | |
Weighted average shares outstanding, Common stock subject to possible redemption
|
| | | | 21,797,262 | | | | | | (1,819,000) | | | | | | 19,978,262 | | |
Basic and diluted net income per share, Common stock subject to possible redemption
|
| | | | 0.00 | | | | | | — | | | | | | 0.00 | | |
Weighted average shares outstanding, Common stock
|
| | | | 6,081,367 | | | | | | 501,153 | | | | | | 6,582,520 | | |
Basic and diluted net loss per share, Common stock
|
| | | | (0.03) | | | | | | (0.34) | | | | | | (0.37) | | |
Cash Flow Statement for the Period from September 23, 2020
(inception) to December 31, 2020 |
| | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (202,287) | | | | | $ | (2,291,379) | | | | | $ | (2,493,666) | | |
Change in fair value of Warrants
|
| | | | — | | | | | | 1,590,000 | | | | | | 1,590,000 | | |
Transaction costs attributable to Warrants
|
| | | | — | | | | | | 701,379 | | | | | | 701,379 | | |
Initial classification of common stock subject to possible redemption
|
| | | | 217,972,620 | | | | | | (18,190,000) | | | | | | 199,782,620 | | |
Change in value of common stock subject to possible redemption
|
| | | | (201,183) | | | | | | (1,590,007) | | | | | | (1,791,190) | | |
| | |
Common Stock
|
| |
Additional Paid-in
|
| |
Accumulated
|
| |
Total Stockholders’
|
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Capital
|
| |
Deficit
|
| |
Equity
|
| |||||||||||||||
Common stock subject to possible redemption – As Previously Reported
|
| | | | (21,780,266) | | | | | $ | (2,178) | | | | | $ | (217,769,259) | | | | | $ | — | | | | | $ | (217,771,437) | | |
Common stock subject to possible redemption – Adjustments
|
| | | | 1,978,284 | | | | | | 198 | | | | | | 19,779,809 | | | | | | — | | | | | | 19,780,007 | | |
Common stock subject to possible redemption – As Restated
|
| | | | (19,801,982) | | | | | | (1,980) | | | | | | (197,989,450) | | | | | | — | | | | | | (197,991,430) | | |
Net loss – As Previously Reported
|
| | | | — | | | | | | — | | | | | | — | | | | | | (202,287) | | | | | | (202,287) | | |
Net loss – Adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | (2,291,379) | | | | | | (2,291,379) | | |
Net loss – As Restated
|
| | | | — | | | | | | — | | | | | | — | | | | | | (2,493,666) | | | | | | (2,493,666) | | |
Balance at December 31, 2020 – As Previously Reported
|
| | | | 6,969,734 | | | | | | 697 | | | | | | 5,201,592 | | | | | | (202,287) | | | | | | 5,000,002 | | |
Balance at December 31, 2020 – Adjustments
|
| | | | 1,978,284 | | | | | | 198 | | | | | | 2,291,188 | | | | | | (2,291,379) | | | | | | 7 | | |
Balance at December 31, 2020 – As Restated
|
| | | | 8,948,018 | | | | | | 895 | | | | | | 7,492,780 | | | | | | (2,493,666) | | | | | | 5,000,009 | | |
| | |
For the Period
from September 23, 2020 (Inception) through December 31, 2020 |
| |||
Common stock subject to possible redemption | | | | | | | |
Numerator: Earnings allocable to Common stock subject to possible redemption
|
| | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | $ | 5,060 | | |
Unrealized loss on marketable securities held in Trust Account
|
| | | | (33,449) | | |
Net loss allocable to shares subject to possible redemption
|
| | | $ | (28,389) | | |
Denominator: Weighted Average Common stock subject to possible redemption
|
| | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 19,978,262 | | |
Basic and diluted net income per share
|
| | | $ | 0.00 | | |
Non-Redeemable Common Stock | | | | | | | |
Numerator: Net Loss minus Net Earnings | | | | | | | |
Net loss
|
| | | $ | (2,493,666) | | |
Net loss allocable to Common stock subject to possible redemption
|
| | | | 28,389 | | |
Non-Redeemable Net Loss
|
| | | $ | (2,465,277) | | |
Denominator: Weighted Average Non-Redeemable Common Stock | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 6,582,520 | | |
Basic and diluted net loss per share
|
| | | $ | (0.37) | | |
| | |
December 31,
2020 |
| |||
Deferred tax assets | | | | | | | |
Net operating loss carryforward
|
| | | $ | 34,990 | | |
Unrealized loss on marketable securities
|
| | | | 6,924 | | |
Total deferred tax assets
|
| | | | 41,914 | | |
Valuation Allowance
|
| | | | (41,914) | | |
Deferred tax assets, net allowance
|
| | | $ | — | | |
| | |
December 31,
2020 |
| |||
Federal | | | | | | | |
Current
|
| | | $ | — | | |
Deferred
|
| | | | (41,914) | | |
State and Local | | | | | | | |
Current
|
| | | | — | | |
Deferred
|
| | | | — | | |
Change in valuation allowance
|
| | | | 41,914 | | |
Income tax provision
|
| | | $ | — | | |
| | |
December 31, 2020
|
| |||
Statutory federal income tax rate
|
| | | | 21.0% | | |
State taxes, net of federal tax benefit
|
| | | | 0.0% | | |
Change in fair value of Warrants (see Note 2)
|
| | | | (13.4)% | | |
Transaction costs attributable to Warrants
|
| | | | (5.9)% | | |
Meals and entertainment
|
| | | | (0.3)% | | |
Valuation allowance
|
| | | | (1.7)% | | |
Income tax provision
|
| | | | 0.0% | | |
Description
|
| |
Level
|
| |
December 31,
2020 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 229,967,028 | | |
Liabilities: | | | | | | | | | | | | | |
Warrant Liability – Public Warrants
|
| | | | 3 | | | | | | 12,880,000 | | |
Warrant Liability – Private Placement Warrants
|
| | | | 3 | | | | | | 6,900,000 | | |
| | |
December 4, 2020
|
| |
December 31, 2020
|
| ||||||||||||
| | |
(Initial
Measurement) |
| | | | | | | |||||||||
Strike Price
|
| |
$11.50
|
| | | | | | | |
$11.50
|
| ||||||
Risk Free Rate
|
| | |
|
(a)
|
| | | | | 0.5% | | | | | | 0.5% | | |
Expected Volatility
|
| | |
|
(b)
|
| | | | | 19.0% | | | | | | 19.0% | | |
Term (Years)
|
| | |
|
(c)
|
| | | | | 5.75 | | | | | | 5.57 | | |
Probability of Acquisition
|
| | |
|
(d)
|
| | | | | 80% | | | | | | 85% | | |
| | |
Private
Placement |
| |
Public
|
| |
Warrant
Liabilities |
| |||||||||
Fair value as of September 23, 2020
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Initial measurement on December 4, 2020
|
| | | | 6,000,000 | | | | | | 12,190,000 | | | | | | 18,190,000 | | |
Change in valuation inputs or other assumptions
|
| | | | 900,000 | | | | | | 690,000 | | | | | | 1,590,000 | | |
Fair value as of December 31, 2020
|
| | | $ | 6,900,000 | | | | | $ | 12,880,000 | | | | | $ | 19,780,000 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 305,093 | | | | | $ | 773,086 | | |
Prepaid expenses
|
| | | | 179,988 | | | | | | 166,079 | | |
Total Current Assets
|
| | | | 485,081 | | | | | | 939,165 | | |
Cash and securities held in Trust Account
|
| | | | 230,016,101 | | | | | | 229,967,028 | | |
Total Assets
|
| | | $ | 230,501,182 | | | | | $ | 230,906,193 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 187,708 | | | | | $ | 84,754 | | |
Warrant liability
|
| | | | 70,625,000 | | | | | | 19,780,000 | | |
Deferred underwriting fee payable
|
| | | | 8,050,000 | | | | | | 8,050,000 | | |
Total Current Liabilities
|
| | | | 78,862,708 | | | | | | 27,914,754 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Common stock subject to possible redemption; 14,663,874 shares at redemption value
|
| | | | 146,638,470 | | | | | | 197,991,430 | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized
|
| | | | — | | | | | | — | | |
Common stock, $0.0001 par value; 100,000,000 shares authorized;
14,086,153 shares issued and outstanding (excluding 14,663,847 shares subject to possible redemption) |
| | | | 1,409 | | | | | | 895 | | |
Additional paid in capital
|
| | | | 58,845,226 | | | | | | 7,492,780 | | |
Accumulated deficit
|
| | | | (53,846,631) | | | | | | (2,493,666) | | |
Total Stockholders’ Equity
|
| | | | 5,000,004 | | | | | | 5,000,009 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 230,501,182 | | | | | $ | 230,906,193 | | |
| | |
March 31,
2021 |
| |||
Operational costs
|
| | | $ | 579,343 | | |
Loss from operations
|
| | | | (579,343) | | |
Other income: | | | | | | | |
Interest income – bank
|
| | | | 13 | | |
Change in fair value of warrant liability
|
| | | | (50,845,000) | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 61,910 | | |
Unrealized gain on marketable securities held in Trust Account
|
| | | | 9,455 | | |
Other income (loss), net
|
| | | | (50,773,622) | | |
Income (loss) before benefit from (provision for) income taxes
|
| | | | (51,352,965) | | |
Benefit from (provision for) income taxes
|
| | | | — | | |
Net loss
|
| | | | (51,352,965) | | |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
| | | | 19,801,982 | | |
Basic and diluted net loss per share, Common stock subject to possible redemption
|
| | | $ | — | | |
Basic and diluted weighted average shares outstanding, Common Stock
|
| | | | 8,948,018 | | |
Basic and diluted net loss per share, Common stock
|
| | | $ | (5.74) | | |
| | |
Stockholder’s
Shares |
| |
Common Stock
Amount |
| |
Additional Paid
in Capital |
| |
Accumulated
Deficit |
| |
Total
Equity |
| |||||||||||||||
Balance – December 31, 2020
|
| | | $ | 8,948,018 | | | | | $ | 895 | | | | | $ | 7,492,780 | | | | | $ | (2,493,666) | | | | | $ | 5,000,009 | | |
Change in value of common
stock subject to redemption |
| | | | 5,138,135 | | | | | | 514 | | | | | | 51,352,446 | | | | | | — | | | | | | 51,352,960 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (51,352,965) | | | | | | (51,352,965) | | |
Balance March 31, 2021
|
| | | $ | 14,086,153 | | | | | $ | 1,409 | | | | | $ | 58,845,226 | | | | | $ | (53,846,631) | | | | | $ | 5,000,004 | | |
| | |
Three Months Ended
March 31, 2021 |
| |||
Cash Flows from Operating Activities: | | | | | | | |
Net loss
|
| | | $ | (51,352,965) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | |
Change in fair value of warrants
|
| | | | 50,845,000 | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (61,910) | | |
Unrealized gain on marketable securities held in Trust Account
|
| | | | (9,455) | | |
Changes in operating assets and liabilities: | | | | | | | |
Prepaid expenses
|
| | | | (13,909) | | |
Accrued expenses
|
| | | | 102,954 | | |
Net cash used in operating activities
|
| | | | (490,285) | | |
Cash Flows from Investing Activities: | | | | | | | |
Cash withdrawn from Trust Account to pay taxes
|
| | | | 22,292 | | |
Net cash used in investing activities
|
| | | | 22,292 | | |
Cash Flows from Financing Activities: | | | | | | | |
Net cash provided by (used in) financing activities
|
| | | | — | | |
Net Change in Cash
|
| | | | (467,993) | | |
Cash – Beginning of period
|
| | | | 773,086 | | |
Cash – End of period
|
| | |
$
|
305,093
|
| |
Description
|
| |
Level
|
| |
March 31,
2021 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 230,016,101 | | |
Liabilities: | | | | | | | | | | | | | |
Warrant Liability – Public Warrants
|
| | | | 3 | | | | | | 45,425,000 | | |
Warrant Liability – Private Placement Warrants
|
| | | | 3 | | | | | | 25,200,000 | | |
| | |
Level
|
| |
March 31,
2021 |
| ||||||
Strike Price
|
| | | | | | | | | $ | 11.50 | | |
Risk Free Rate
|
| | | | (a) | | | | | | 1.00% | | |
Expected Volatility
|
| | | | (b) | | | | | | 28.0% | | |
Terms (Years)
|
| | | | (c) | | | | | | 5.36 | | |
Probability of Acquisition
|
| | | | (d) | | | | | | 95.0% | | |
| | |
Private
Placement |
| |
Public
|
| |
Warrant
Liabilities |
| |||||||||
Fair Value as of December 31, 2020
|
| | | $ | 6,900,000 | | | | | $ | 12,880,000.00 | | | | | $ | 19,780,000 | | |
Change in valuation inputs or other
assumptions |
| | | | 18,300,000 | | | | | | 32,545,000 | | | | | | 50,845,000 | | |
Fair Value as of March 31, 2021
|
| | | $ | 25,200,000 | | | | | $ | 45,425,000 | | | | | $ | 70,625,000 | | |
| | |
Three Months Ended
March 31, 2021 |
| |||
Common stock subject to possible redemption | | | | | | | |
Numerator: Earnings allocable to Common stock subject to possible redemption | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | $ | 61,910 | | |
Unrealized gain on marketable securities held in Trust Account
|
| | | | 9,455 | | |
Net loss allocable to shares subject to possible redemption
|
| | | $ | 71,365 | | |
Denominator: Weighted Average Common stock subject to possible redemption | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 19,801,982 | | |
Basic and diluted net income per share
|
| | | $ | 0.00 | | |
Non-Redeemable Common Stock | | | | | | | |
Numerator: Net Loss minus Net Earnings | | | | | | | |
Net loss
|
| | | $ | (51,352,965) | | |
Net loss allocable to Common stock subject to possible redemption
|
| | | | (71,365) | | |
Non-Redeemable Net Loss
|
| | | $ | (51,424,330) | | |
Denominator: Weighted Average Non-Redeemable Common Stock | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 8,948,018 | | |
Basic and diluted net loss per share
|
| | | $ | (5.75) | | |
| | |
Page
|
| |||
| | | | F-40 | | | |
Consolidated Financial Statements
|
| | | | | | |
| | | | F-41 | | | |
| | | | F-42 | | | |
| | | | F-43 | | | |
| | | | F-44 | | | |
| | | | F-45 | | |
| | | | | F-71 | | | |
| | | | | F-72 | | | |
| | | | | F-73 | | | |
| | | | | F-75 | | | |
| | | | | F-76 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 29,143 | | | | | $ | 10,226 | | |
Deferred costs
|
| | | | 2,955 | | | | | | — | | |
Prepaid expenses and other current assets
|
| | | | 946 | | | | | | 369 | | |
Total current assets
|
| | | | 33,044 | | | | | | 10,595 | | |
Property and equipment, net
|
| | | | 31,290 | | | | | | 4,916 | | |
Deferred costs, non-current
|
| | | | 495 | | | | | | 968 | | |
Other assets, non-current
|
| | | | 135 | | | | | | 135 | | |
Total assets
|
| | | $ | 64,964 | | | | | $ | 16,614 | | |
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 2,083 | | | | | $ | 257 | | |
Accrued expenses
|
| | | | 1,999 | | | | | | 118 | | |
Accrued compensation
|
| | | | 1,268 | | | | | | 556 | | |
Deferred revenue
|
| | | | 5,410 | | | | | | — | | |
Other liabilities
|
| | | | 108 | | | | | | 95 | | |
Total current liabilities
|
| | | | 10,868 | | | | | | 1,026 | | |
Deferred rent, non-current
|
| | | | 1,567 | | | | | | 886 | | |
Convertible promissory notes
|
| | | | — | | | | | | 5,651 | | |
Convertible preferred stock warrants
|
| | | | 15,995 | | | | | | 730 | | |
Deferred revenue, non-current
|
| | | | 85 | | | | | | 5,310 | | |
Other liabilities, non-current
|
| | | | 233 | | | | | | 33 | | |
Total liabilities
|
| | | | 28,748 | | | | | | 13,636 | | |
Commitments and contingencies (see Note 10) | | | | | | | | | | | | | |
Convertible preferred stock, $0.001 par value: | | | | | | | | | | | | | |
Authorized shares of 334,713,204 and 157,773,408; Issued and outstanding
shares of 324,370,424 and 153,758,348; and Aggregate liquidation preference of $205,372 and $131,719 as of December 31, 2020 and 2019, respectively. |
| | | | 202,056 | | | | | | 129,921 | | |
Stockholders’ deficit | | | | | | | | | | | | | |
Common stock, $0.001 par value: | | | | | | | | | | | | | |
Authorized shares of 497,000,000 and 242,115,979; Issued and outstanding shares of 93,986,381 and 65,196,490 as of December 31, 2020 and 2019, respectively.
|
| | | | 65 | | | | | | 59 | | |
Additional paid in capital
|
| | | | 41,373 | | | | | | 40,626 | | |
Accumulated deficit
|
| | | | (207,278) | | | | | | (167,628) | | |
Total stockholders’ deficit
|
| | | | (165,840) | | | | | | (126,943) | | |
Total liabilities, convertible preferred stock and stockholders’ deficit
|
| | | $ | 64,964 | | | | | $ | 16,614 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Operating expenses: | | | | | | | | | | | | | |
Cost of revenue
|
| | | $ | 3,375 | | | | | $ | 161 | | |
Research and development
|
| | | | 14,442 | | | | | | 12,147 | | |
Selling, general and administrative
|
| | | | 5,713 | | | | | | 4,203 | | |
Total operating expenses
|
| | | | 23,530 | | | | | | 16,511 | | |
Loss from operations
|
| | | | (23,530) | | | | | | (16,511) | | |
Other income (expense): | | | | | | | | | | | | | |
Change in fair value of convertible preferred stock warrants
|
| | | | (13,789) | | | | | | 260 | | |
Issuance of convertible preferred stock warrants
|
| | | | (1,476) | | | | | | — | | |
Change in fair value of convertible promissory notes
|
| | | | (2,422) | | | | | | — | | |
Gain on extinguishment of paycheck protection program loan
|
| | | | 1,628 | | | | | | — | | |
Interest expense
|
| | | | (107) | | | | | | (23) | | |
Other income, net
|
| | | | 46 | | | | | | 86 | | |
Total other income (expense), net
|
| | | | (16,120) | | | | | | 323 | | |
Loss before income taxes
|
| | | | (39,650) | | | | | | (16,188) | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | |
Net loss
|
| | | $ | (39,650) | | | | | $ | (16,188) | | |
Net loss per share, basic and diluted
|
| | | $ | (0.65) | | | | | $ | (0.28) | | |
Weighted-average number of shares outstanding, basic and diluted
|
| | | | 60,645,131 | | | | | | 57,735,620 | | |
| | |
Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance as of January 1, 2019
|
| | | | 153,758,348 | | | | | $ | 129,921 | | | | | | | 50,350,684 | | | | | $ | 50 | | | | | $ | 40,222 | | | | | $ | (151,440) | | | | | $ | (111,168) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,188) | | | | | | (16,188) | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 14,845,806 | | | | | | 7 | | | | | | 60 | | | | | | — | | | | | | 67 | | |
Vesting of early exercised stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | 2 | | | | | | 16 | | | | | | — | | | | | | 18 | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 328 | | | | | | — | | | | | | 328 | | |
Balance as of December 31, 2019
|
| | |
|
153,758,348
|
| | | | $ | 129,921 | | | | | |
|
65,196,490
|
| | | | $ | 59 | | | | | $ | 40,626 | | | | | $ | (167,628) | | | | | $ | (126,943) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (39,650) | | | | | | (39,650) | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 28,807,391 | | | | | | 4 | | | | | | 63 | | | | | | — | | | | | | 67 | | |
Vesting of early exercised stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | 2 | | | | | | 18 | | | | | | — | | | | | | 20 | | |
Issuance of series P-2 convertible preferred
stock |
| | | | 151,610,261 | | | | | | 63,932 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Conversion of promissory notes to series P-2 convertible preferred stock
|
| | | | 19,001,815 | | | | | | 8,203 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 666 | | | | | | — | | | | | | 666 | | |
Repurchase of unvested restricted common
stock |
| | | | — | | | | | | — | | | | | | | (17,500) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance as of December 31, 2020
|
| | | | 324,370,424 | | | | | $ | 202,056 | | | | | | | 93,986,381 | | | | | $ | 65 | | | | | $ | 41,373 | | | | | $ | (207,278) | | | | | $ | (165,840) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (39,650) | | | | | $ | (16,188) | | |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | | | | | |
Depreciation
|
| | | | 579 | | | | | | 509 | | |
Stock-based compensation expense
|
| | | | 666 | | | | | | 328 | | |
Changes in fair value of convertible preferred stock warrants
|
| | | | 13,789 | | | | | | (260) | | |
Issuance of convertible preferred stock warrants (non-cash)
|
| | | | 1,476 | | | | | | — | | |
Change in fair value of convertible promissory notes
|
| | | | 2,422 | | | | | | — | | |
Gain on extinguishment of paycheck protection program loan
|
| | | | (1,628) | | | | | | — | | |
Interest expense (non-cash)
|
| | | | 107 | | | | | | 23 | | |
Gain on sale of property and equipment
|
| | | | — | | | | | | 145 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses and other current assets
|
| | | | (577) | | | | | | (320) | | |
Deferred costs
|
| | | | (2,482) | | | | | | (968) | | |
Accounts payable
|
| | | | 1,826 | | | | | | 76 | | |
Accrued expenses
|
| | | | 1,904 | | | | | | (235) | | |
Accrued compensation
|
| | | | 713 | | | | | | 543 | | |
Deferred revenue
|
| | | | 185 | | | | | | 5,310 | | |
Deferred rent
|
| | | | 681 | | | | | | (8) | | |
Other liabilities
|
| | | | (61) | | | | | | 66 | | |
Net cash used in operating activities
|
| | | | (20,050) | | | | | | (10,979) | | |
Investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (26,953) | | | | | | (1,650) | | |
Net cash used in investing activities
|
| | | | (26,953) | | | | | | (1,650) | | |
Financing activities: | | | | | | | | | | | | | |
Proceeds from issuance of convertible preferred stock, net
|
| | | | 63,932 | | | | | | — | | |
Proceeds from issuance of convertible promissory notes
|
| | | | — | | | | | | 5,651 | | |
Proceeds from the exercise of stock options
|
| | | | 360 | | | | | | 137 | | |
Proceeds from paycheck protection program loan
|
| | | | 1,628 | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 65,920 | | | | | | 5,788 | | |
Change in cash, cash equivalents, and restricted cash
|
| | | $ | 18,917 | | | | | $ | (6,841) | | |
Cash and cash equivalents and restricted cash, beginning of the year
|
| | | $ | 10,301 | | | | | $ | 17,142 | | |
Cash and cash equivalents, and restricted cash, end of the year
|
| | | $ | 29,218 | | | | | $ | 10,301 | | |
Supplemental disclosures | | | | | | | | | | | | | |
Conversion of promissory notes to convertible preferred stock (non-cash)
|
| | | $ | 8,073 | | | | | $ | — | | |
Settlement of accrued interest expense through conversion of promissory notes to
convertible preferred stock (non-cash) |
| | | $ | 130 | | | | | $ | — | | |
Gain on extinguishment of the paycheck protection program loan
|
| | | $ | 1,628 | | | | | $ | — | | |
Accrued purchase of property and equipment
|
| | | $ | 3,181 | | | | | $ | 155 | | |
Issuance of convertible preferred stock warrants (non-cash)
|
| | | $ | 1,476 | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cash and cash equivalents
|
| | | $ | 29,143 | | | | | $ | 10,226 | | |
Prepaid expenses and other current assets
|
| | | | 75 | | | | | | 75 | | |
Total cash, cash equivalents, and restricted cash
|
| | | $ | 29,218 | | | | | $ | 10,301 | | |
|
Process equipment
|
| | | | 5 – 7 | | |
|
Office equipment
|
| | | | 3 – 5 | | |
|
Furniture and fixtures
|
| | | | 3 – 5 | | |
|
Leasehold improvements
|
| |
Shorter of the economic life or
the remaining lease term |
|
| | |
Fair Value Measurement at December 31, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
Fair Value |
| ||||||||||||
Convertible preferred stock warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 15,995 | | | | | $ | 15,995 | | |
| | | | $ | — | | | | | $ | — | | | | | $ | 15,995 | | | | | $ | 15,995 | | |
| | |
Fair Value Measurement at December 31, 2019
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
Fair Value |
| ||||||||||||
Convertible preferred stock warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 730 | | | | | $ | 730 | | |
Convertible promissory notes
|
| | | | — | | | | | | — | | | | | | 5,651 | | | | | | 5,651 | | |
| | | | $ | — | | | | | $ | — | | | | | $ | 6,381 | | | | | $ | 6,381 | | |
| | |
Expected
term (in years) |
| |
Expected
volatility |
| |
Risk-free interest rate
|
| |
Expected
dividend rate |
| |||||||||
Convertible preferred stock warrants
|
| | | | 2.62 – 4.23 | | | | | | 63.6% | | | |
0.15% – 0.27%
|
| | | | 0% | | |
| | |
Expected
term (in years) |
| |
Expected
volatility |
| |
Risk-free interest rate
|
| |
Expected
dividend rate |
| |||||||||
Convertible preferred stock warrants
|
| | | | 0.21 – 3.62 | | | | | | 74.6% | | | |
1.59% – 1.66%
|
| | | | 0% | | |
| | |
Convertible
Promissory Notes |
| |
Convertible Preferred
Stock Warrants |
| ||||||
Fair value as of January 1, 2020
|
| | | $ | 5,651 | | | | | | 730 | | |
Additions
|
| | | | — | | | | | | 1,476 | | |
Settlements
|
| | | | (8,073) | | | | | | — | | |
Change in fair value
|
| | | | 2,422 | | | | | | 13,789 | | |
Fair value as of December 31, 2020
|
| | | $ | — | | | | | | 15,995 | | |
| | |
Convertible
Promissory Notes |
| |
Convertible Preferred
Stock Warrants |
| ||||||
Fair value as of January 1, 2019
|
| | | $ | — | | | | | | 990 | | |
Additions
|
| | | | 5,651 | | | | | | — | | |
Settlements
|
| | | | — | | | | | | — | | |
Change in fair value
|
| | | | — | | | | | | (260) | | |
Fair value as of December 31, 2019
|
| | | $ | 5,651 | | | | | | 730 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Process equipment
|
| | | $ | 4,085 | | | | | $ | 2,934 | | |
Office equipment
|
| | | | 369 | | | | | | 365 | | |
Furniture and fixtures
|
| | | | 65 | | | | | | 65 | | |
Leasehold improvements
|
| | | | 921 | | | | | | 921 | | |
Construction in progress
|
| | | | 29,568 | | | | | | 3,770 | | |
Total property and equipment
|
| | | $ | 35,008 | | | | | $ | 8,055 | | |
Less: Accumulated depreciation
|
| | | | (3,718) | | | | | | (3,139) | | |
Property and equipment, net
|
| | | $ | 31,290 | | | | | $ | 4,916 | | |
| | |
Principal
|
| |
Fair Value
|
| ||||||
6% Convertible promissory notes recorded at fair value
|
| | | $ | 5,651 | | | | | $ | 5,651 | | |
|
Conversion of all series of convertible preferred stock
|
| | | | 328,049,004 | | |
|
Exercise of outstanding common stock options
|
| | | | 7,740,610 | | |
|
Common stock options available for future grants
|
| | | | 32,283,643 | | |
|
Exercise of outstanding convertible preferred stock warrants
|
| | | | 10,941,986 | | |
|
Total shares of common stock reserved for future issuance
|
| | | | 379,015,243 | | |
Series
|
| |
Authorized
|
| |
Issued and
Outstanding |
| |
Carrying
Value |
| |
Aggregate
Liquidation Preference |
| ||||||||||||
Series A convertible preferred stock
|
| | | | 705,000 | | | | | | 705,000 | | | | | $ | 226 | | | | | $ | 235 | | |
Series B convertible preferred stock
|
| | | | 66,300 | | | | | | 66,300 | | | | | | 50 | | | | | | 50 | | |
Series C convertible preferred stock
|
| | | | 181,844 | | | | | | — | | | | | | — | | | | | | — | | |
Series D convertible preferred stock
|
| | | | 58,016,741 | | | | | | 47,855,805 | | | | | | 84,927 | | | | | | 85,100 | | |
Series E convertible preferred stock
|
| | | | 4,862,376 | | | | | | 4,862,376 | | | | | | 4,783 | | | | | | 4,862 | | |
Series E-2 convertible preferred stock
|
| | | | 18,035,000 | | | | | | 18,035,000 | | | | | | 17,063 | | | | | | 18,035 | | |
Series F convertible preferred stock
|
| | | | 82,233,867 | | | | | | 82,233,867 | | | | | | 22,872 | | | | | | 23,437 | | |
Series P-2 convertible preferred stock
|
| | | | 170,612,076 | | | | | | 170,612,076 | | | | | | 72,135 | | | | | | 73,653 | | |
Total convertible preferred stock
|
| | | | 334,713,204 | | | | | | 324,370,424 | | | | | $ | 202,056 | | | | | $ | 205,372 | | |
Series D convertible preferred stock warrants, as-if converted basis
|
| | | | — | | | | | | 10,160,936 | | | | | | N/A | | | | | | 17,957 | | |
| | | | | 334,713,204 | | | | | | 334,531,360 | | | | | $ | 202,056 | | | | | $ | 223,329 | | |
Series
|
| |
Authorized
|
| |
Issue and
Outstanding |
| |
Carrying Value
|
| |
Aggregate
Liquidation Preference |
| ||||||||||||
Series A convertible preferred stock
|
| | | | 705,000 | | | | | | 705,000 | | | | | $ | 226 | | | | | $ | 235 | | |
Series B convertible preferred stock
|
| | | | 66,300 | | | | | | 66,300 | | | | | | 50 | | | | | | 50 | | |
Series C convertible preferred stock
|
| | | | 181,844 | | | | | | — | | | | | | — | | | | | | — | | |
Series D convertible preferred stock
|
| | | | 51,016,741 | | | | | | 47,855,805 | | | | | | 84,927 | | | | | | 85,100 | | |
Series E convertible preferred stock
|
| | | | 4,862,376 | | | | | | 4,862,376 | | | | | | 4,783 | | | | | | 4,862 | | |
Series E-2 convertible preferred stock
|
| | | | 18,035,000 | | | | | | 18,035,000 | | | | | | 17,063 | | | | | | 18,035 | | |
Series F convertible preferred stock
|
| | | | 82,906,147 | | | | | | 82,233,867 | | | | | | 22,872 | | | | | | 23,437 | | |
Total convertible preferred stock
|
| | | | 157,773,408 | | | | | | 153,758,348 | | | | | $ | 129,921 | | | | | $ | 131,719 | | |
Series D convertible preferred stock warrants, as-if
converted basis |
| | | | — | | | | | | 3,160,936 | | | | | | N/A | | | | | | 5,586 | | |
Series C convertible preferred stock warrants, as-if
converted basis |
| | | | — | | | | | | 181,844 | | | | | | N/A | | | | | | 200 | | |
| | | | | 157,773,408 | | | | | | 157,101,128 | | | | | $ | 129,921 | | | | | $ | 137,505 | | |
| | |
Convertible Preferred
Stock Warrants |
| |||||||||
| | |
Number of
Warrants |
| |
Weighted-
Average Exercise Price |
| ||||||
Balances as of January 1, 2020
|
| | | | 3,342,780 | | | | | $ | 0.07 | | |
Warrants granted
|
| | | | 7,000,000 | | | | | | 0.01 | | |
Warrants exercised
|
| | | | — | | | | | | — | | |
Warrants cancelled
|
| | | | (181,844) | | | | | | 1.10 | | |
Balances as of December 31, 2020
|
| | | | 10,160,936 | | | | | $ | 0.01 | | |
| | |
Convertible
Preferred Stock Warrants |
| |||||||||
| | |
Number of
Warrants |
| |
Weighted-
Average Exercise Price |
| ||||||
Balances as of January 1, 2019
|
| | | | 3,342,780 | | | | | $ | 0.07 | | |
Warrants granted
|
| | | | — | | | | | | — | | |
Warrants exercised
|
| | | | — | | | | | | — | | |
Warrants cancelled
|
| | | | — | | | | | | — | | |
Balances as of December 31, 2019
|
| | | | 3,342,780 | | | | | $ | 0.07 | | |
| | |
Number of
Options Outstanding |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Balances as of January 1, 2020
|
| | | | 5,261,674 | | | | | $ | 0.03 | | | | | | | | | | | | | | |
Granted
|
| | | | 31,306,940 | | | | | | 0.01 | | | | | | | | | | | | | | |
Exercised
|
| | | | (28,807,391) | | | | | | 0.01 | | | | | | | | | | | $ | 18,464 | | |
Forfeited
|
| | | | (10,613) | | | | | | 0.01 | | | | | | | | | | | | | | |
Expired
|
| | | | (10,000) | | | | | | 0.21 | | | | | | | | | | | | | | |
Balances as of December 31, 2020
|
| | | | 7,740,610 | | | | | $ | 0.02 | | | | | | 8.8 | | | | | | 5,116 | | |
Vested and exercisable at December 31, 2020
|
| | | | 1,362,206 | | | | | $ | 0.06 | | | | | | 5.8 | | | | | | 846 | | |
Unvested and exercisable at December 31, 2020
|
| | | | 5,549,514 | | | | | $ | 0.01 | | | | | | 9.8 | | | | | $ | 3,724 | | |
| | |
Number of
Options Outstanding |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Balances as of January 1, 2019
|
| | | | 18,679,677 | | | | | $ | 0.01 | | | | | | | | | | | | | | |
Granted
|
| | | | 1,663,220 | | | | | | 0.01 | | | | | | | | | | | | | | |
Exercised
|
| | | | (14,845,806) | | | | | | 0.01 | | | | | | | | | | | $ | 10 | | |
Forfeited
|
| | | | (230,834) | | | | | | 0.01 | | | | | | | | | | | | | | |
Expired
|
| | | | (4,583) | | | | | | 0.01 | | | | | | | | | | | | | | |
Balances as of December 31, 2019
|
| | | | 5,261,674 | | | | | $ | 0.03 | | | | | | 7.5 | | | | | $ | — | | |
Vested and exercisable at December 31, 2019
|
| | | | 2,528,714 | | | | | $ | 0.05 | | | | | | 6.8 | | | | | $ | — | | |
Unvested and exercisable at December 31, 2019
|
| | | | 674,343 | | | | | $ | 0.01 | | | | | | 9.1 | | | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Risk-free interest rate
|
| | | | 0.52% | | | | | | 2.09% | | |
Expected term (years)
|
| | | | 5.99 | | | | | | 5.67 | | |
Dividend yield
|
| | | | 0% | | | | | | 0% | | |
Volatility
|
| | | | 37.8% | | | | | | 34.9% | | |
| | |
2020
|
| |
2019
|
| ||||||
Cost of revenue
|
| | | $ | 102 | | | | | $ | 6 | | |
Research and development
|
| | | | 485 | | | | | | 274 | | |
Selling, general and administrative
|
| | | | 79 | | | | | | 48 | | |
Total stock-based compensation expense
|
| | | $ | 666 | | | | | $ | 328 | | |
| | |
2020
|
| |
2019
|
| ||||||
United States
|
| | | $ | (39,637) | | | | | $ | (15,984) | | |
Foreign
|
| | | | (13) | | | | | | (204) | | |
Loss before income taxes
|
| | | $ | (39,650) | | | | | $ | (16,188) | | |
| | |
2020
|
| |
2019
|
| ||||||
Federal statutory tax rate
|
| | | | 21% | | | | | | 21% | | |
State and local income taxes, net of federal benefit
|
| | | | 4.3% | | | | | | 7.8% | | |
Tax impact of foreign operations
|
| | | | — | | | | | | (0.3)% | | |
Change in fair value of convertible promissory notes
|
| | | | (1.3)% | | | | | | — | | |
Non-deductible convertible preferred stock warrant expense
|
| | | | (8.1)% | | | | | | 0.3% | | |
Federal tax credits
|
| | | | 0.5% | | | | | | 1.2% | | |
Share-based compensation
|
| | | | (0.3)% | | | | | | (0.4)% | | |
Extinguishment of PPP Loan
|
| | | | 0.9% | | | | | | — | | |
Impact of changes in valuation allowance
|
| | | | (16.9)% | | | | | | (29.7)% | | |
Other
|
| | | | (0.1)% | | | | | | 0.1% | | |
Effective tax rate
|
| | | | 0% | | | | | | 0% | | |
| | |
2020
|
| |
2019
|
| ||||||
Gross deferred tax assets: | | | | | | | | | | | | | |
Deferred rent
|
| | | $ | 442 | | | | | $ | 269 | | |
Deferred revenue
|
| | | | 1,538 | | | | | | 1,486 | | |
Share-based compensation
|
| | | | 346 | | | | | | 343 | | |
Federal and state credit carryovers
|
| | | | 3,994 | | | | | | 3,640 | | |
Federal and state net operating losses
|
| | | | 48,934 | | | | | | 42,688 | | |
Total gross deferred tax assets
|
| | | | 55,254 | | | | | | 48,426 | | |
Valuation allowance
|
| | | | (54,734) | | | | | | (48,022) | | |
Total deferred tax assets, net of valuation allowance
|
| | | | 520 | | | | | | 404 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | (520) | | | | | | (404) | | |
Total deferred tax liabilities
|
| | | | (520) | | | | | | (404) | | |
Net deferred tax assets
|
| | | $ | — | | | | | $ | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Balance at beginning of fiscal year
|
| | | $ | 3,974 | | | | | $ | 3,580 | | |
Increases related to current year tax positions
|
| | | | 394 | | | | | | 394 | | |
Balance at end of fiscal year
|
| | | $ | 4,368 | | | | | $ | 3,974 | | |
| | |
2020
|
| |||
2021
|
| | | $ | 1,267 | | |
2022
|
| | | | 1,305 | | |
2023
|
| | | | 1,344 | | |
2024
|
| | | | 1,384 | | |
2025
|
| | | | 1,426 | | |
Thereafter
|
| | | | 7,243 | | |
| | | | $ | 13,969 | | |
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss attributable to common stockholders
|
| | | $ | (39,650) | | | | | $ | (16,188) | | |
Denominator: | | | | | | | | | | | | | |
Shares used in computing net loss attributable per share to common
stockholders, basic and diluted |
| | | | 60,645,131 | | | | | | 57,735,620 | | |
Net loss attributable per share to common stockholders: | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (0.65) | | | | | $ | (0.28) | | |
| | |
2020
|
| |
2019
|
| ||||||
Options issued and outstanding
|
| | | | 7,740,610 | | | | | | 5,261,674 | | |
Convertible preferred stock
|
| | | | 324,370,424 | | | | | | 153,758,348 | | |
Convertible promissory notes
|
| | | | — | | | | | | 19,911,664 | | |
Convertible preferred stock warrants
|
| | | | 10,941,986 | | | | | | 3,588,605 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 13,266 | | | | | $ | 29,143 | | |
Deferred contract costs
|
| | | | 4,266 | | | | | | 2,955 | | |
Prepaid expenses and other current assets
|
| | | | 2,309 | | | | | | 946 | | |
Total current assets
|
| | | | 19,841 | | | | | | 33,044 | | |
Property and equipment, net
|
| | | | 36,641 | | | | | | 31,290 | | |
Operating lease, right-of-use assets
|
| | | | 7,044 | | | | | | — | | |
Deferred contract costs, non-current
|
| | | | — | | | | | | 495 | | |
Deferred transaction costs
|
| | | | 3,911 | | | | | | — | | |
Other assets, non-current
|
| | | | 141 | | | | | | 135 | | |
Total assets
|
| | | $ | 67,578 | | | | | $ | 64,964 | | |
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 4,970 | | | | | $ | 2,083 | | |
Accrued expenses
|
| | | | 2,578 | | | | | | 1,999 | | |
Accrued compensation
|
| | | | 2,166 | | | | | | 1,268 | | |
Deferred revenue
|
| | | | 5,495 | | | | | | 5,410 | | |
Other liabilities
|
| | | | 136 | | | | | | 108 | | |
Total current liabilities
|
| | | | 15,345 | | | | | | 10,868 | | |
Deferred rent, non-current
|
| | | | — | | | | | | 1,567 | | |
Convertible preferred stock warrants
|
| | | | — | | | | | | 15,995 | | |
Operating lease liabilities, non-current
|
| | | | 9,402 | | | | | | — | | |
Deferred revenue, non-current
|
| | | | — | | | | | | 85 | | |
Other liabilities, non-current
|
| | | | 294 | | | | | | 233 | | |
Total liabilities
|
| | | | 25,041 | | | | | | 28,748 | | |
Commitments and contingencies (Note 9) | | | | | | | | | | | | | |
Convertible preferred stock, $0.001 par value: | | | | | | | | | | | | | |
Authorized shares of 334,713,204; Issued and outstanding shares of
334,531,360 and 324,370,424; and Aggregate liquidation preference of $222,799 and $205,372 as of March 31, 2021 and December 31, 2020, respectively. |
| | | | 222,933 | | | | | | 202,056 | | |
Stockholders’ deficit | | | | | | | | | | | | | |
Common stock, $0.001 par value: | | | | | | | | | | | | | |
Authorized shares of 497,000,000; Issued and outstanding shares of 104,953,326 and 93,986,381 as of March 31, 2021 and December 31, 2020, respectively.
|
| | | | 68 | | | | | | 65 | | |
Additional paid-in capital
|
| | | | 42,979 | | | | | | 41,373 | | |
Accumulated deficit
|
| | | | (223,443) | | | | | | (207,278) | | |
Total stockholders’ deficit
|
| | | | (180,396) | | | | | | (165,840) | | |
Total liabilities, convertible preferred stock and stockholders’ deficit
|
| | | $ | 67,578 | | | | | $ | 64,964 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Operating expenses: | | | | | | | | | | | | | |
Cost of revenue
|
| | | $ | 1,631 | | | | | $ | 371 | | |
Research and development
|
| | | | 5,589 | | | | | | 2,405 | | |
Selling, general and administrative
|
| | | | 4,161 | | | | | | 1,000 | | |
Total operating expenses
|
| | | | 11,381 | | | | | | 3,776 | | |
Loss from operations
|
| | | | (11,381) | | | | | | (3,776) | | |
Other income (expense): | | | | | | | | | | | | | |
Change in fair value of convertible preferred stock warrants
|
| | | | (4,781) | | | | | | 66 | | |
Issuance of convertible preferred stock warrants
|
| | | | — | | | | | | (1,476) | | |
Change in fair value of convertible promissory notes
|
| | | | — | | | | | | (2,422) | | |
Interest expense
|
| | | | — | | | | | | (107) | | |
Other (expense) income, net
|
| | | | (3) | | | | | | 33 | | |
Total other income (expense), net
|
| | | | (4,784) | | | | | | (3,906) | | |
Loss before income taxes
|
| | | | (16,165) | | | | | | (7,682) | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | |
Net loss
|
| | | $ | (16,165) | | | | | $ | (7,682) | | |
Net loss per share, basic and diluted
|
| | | $ | (0.24) | | | | | $ | (0.13) | | |
Weighted-average number of shares outstanding, basic and diluted
|
| | | | 66,618,009 | | | | | | 59,716,010 | | |
| | |
Three Months Ended March 31, 2021
|
| ||||||||||||||||||||||||||||||||||||||||
| | |
Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
| | | | 324,370,424 | | | | | $ | 202,056 | | | | | | | 93,986,381 | | | | | $ | 65 | | | | | $ | 41,373 | | | | | $ | (207,278) | | | | | $ | (165,840) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,165) | | | | | | (16,165) | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 11,442,363 | | | | | | 1 | | | | | | 29 | | | | | | — | | | | | | 30 | | |
Vesting of early exercised stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | 2 | | | | | | 22 | | | | | | — | | | | | | 24 | | |
Repurchase of unvested restricted common stock
|
| | | | — | | | | | | — | | | | | | | (475,418) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercise of Series D convertible preferred stock warrants
|
| | | | 10,160,936 | | | | | | 20,877 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,555 | | | | | | — | | | | | | 1,555 | | |
Balance as of March 31, 2021
|
| | | | 334,531,360 | | | | | $ | 222,933 | | | | | | | 104,953,326 | | | | | $ | 68 | | | | | $ | 42,979 | | | | | $ | (223,443) | | | | | $ | (180,396) | | |
| | |
Three Months Ended March 31, 2020
|
| ||||||||||||||||||||||||||||||||||||||||
| | |
Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
| | | | 153,758,348 | | | | | $ | 129,921 | | | | | | | 65,196,490 | | | | | $ | 59 | | | | | $ | 40,626 | | | | | $ | (167,628) | | | | | $ | (126,943) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,682) | | | | | | (7,682) | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 28,498 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vesting of early exercised stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | 1 | | | | | | 5 | | | | | | — | | | | | | 6 | | |
Issuance of Series P-2 convertible preferred
stock |
| | | | 67,644,302 | | | | | | 29,012 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Conversion of promissory notes to Series P-2 convertible preferred stock
|
| | | | 19,001,815 | | | | | | 8,203 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 58 | | | | | | — | | | | | | 58 | | |
Balance as of March 31, 2020
|
| | | | 240,404,465 | | | | | $ | 167,136 | | | | | | | 65,224,988 | | | | | $ | 60 | | | | | $ | 40,689 | | | | | $ | (175,310) | | | | | $ | (134,561) | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (16,165) | | | | | $ | (7,682) | | |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | | | | | |
Depreciation
|
| | | | 141 | | | | | | 144 | | |
Stock-based compensation expense
|
| | | | 1,555 | | | | | | 58 | | |
Changes in fair value of convertible preferred stock warrants
|
| | | | 4,781 | | | | | | (66) | | |
Issuance of convertible preferred stock warrants
|
| | | | — | | | | | | 1,476 | | |
Change in fair value of convertible promissory notes
|
| | | | — | | | | | | 2,422 | | |
Interest expense (non-cash)
|
| | | | — | | | | | | 107 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses and other assets
|
| | | | 1,039 | | | | | | 50 | | |
Deferred contract costs
|
| | | | (816) | | | | | | (697) | | |
Accounts payable
|
| | | | 1,172 | | | | | | 318 | | |
Accrued expenses and compensation
|
| | | | 1,260 | | | | | | (56) | | |
Other liabilities
|
| | | | (1,577) | | | | | | 197 | | |
Net cash used in operating activities
|
| | | | (8,610) | | | | | | (3,729) | | |
Investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (7,141) | | | | | | (1,860) | | |
Net cash used in investing activities
|
| | | | (7,141) | | | | | | (1,860) | | |
Financing activities: | | | | | | | | | | | | | |
Proceeds from issuance of convertible preferred stock, net
|
| | | | — | | | | | | 29,012 | | |
Proceeds from exercise of convertible preferred stock warrants
|
| | | | 102 | | | | | | — | | |
Proceeds from the exercise of stock options
|
| | | | 159 | | | | | | — | | |
Repurchase of unvested restricted common stock
|
| | | | (5) | | | | | | — | | |
Payments of transaction costs
|
| | | | (332) | | | | | | — | | |
Net cash (used in) provided by financing activities
|
| | | | (76) | | | | | | 29,012 | | |
Change in cash, cash equivalents, and restricted cash
|
| | | $ | (15,827) | | | | | $ | 23,423 | | |
Cash and cash equivalents and restricted cash, beginning of period
|
| | | $ | 29,218 | | | | | $ | 10,301 | | |
Cash and cash equivalents, and restricted cash, end of period
|
| | | $ | 13,391 | | | | | $ | 33,724 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Supplemental disclosures | | | | | | | | | | | | | |
Accrued purchase of property and equipment
|
| | | $ | 1,690 | | | | | $ | 2,889 | | |
Accrued purchase of transaction costs
|
| | | $ | 3,579 | | | | | $ | — | | |
Conversion of promissory notes to convertible preferred stock
|
| | | $ | — | | | | | $ | 8,073 | | |
Settlement of accrued interest expense through conversion of promissory notes to convertible preferred stock
|
| | | $ | — | | | | | $ | 130 | | |
Issuance of convertible preferred stock warrants
|
| | | $ | — | | | | | $ | 1,476 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Cash and cash equivalents
|
| | | $ | 13,266 | | | | | $ | 33,649 | | |
Prepaid expenses and other current assets
|
| | | | 125 | | | | | | 75 | | |
Total cash, cash equivalents, and restricted cash
|
| | | $ | 13,391 | | | | | $ | 33,724 | | |
| | |
December 31,
2020 |
| |
Adjustments
from Adoption of ASC 842 |
| |
January 1,
2021 |
| |||||||||
Operating lease, right-of-use assets
|
| | | $ | — | | | | | $ | 6,873 | | | | | $ | 6,873 | | |
Deferred rent, current (Other liabilities, current)
|
| | | $ | 14 | | | | | $ | (14) | | | | | $ | — | | |
Deferred rent, non-current
|
| | | $ | 1,567 | | | | | $ | (1,567) | | | | | $ | — | | |
Operating lease liabilities, non-current
|
| | | $ | — | | | | | $ | 8,551 | | | | | $ | 8,551 | | |
| | |
Fair Value Measurement at December 31, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3(1)
|
| |
Total
Fair Value |
| ||||||||||||
Convertible preferred stock warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 15,995 | | | | | $ | 15,995 | | |
| | | | $ | — | | | | | $ | — | | | | | $ | 15,995 | | | | | $ | 15,995 | | |
| | |
Convertible Preferred
Stock Warrants |
| |||
Fair value as of December 31, 2020
|
| | | $ | 15,995 | | |
Additions
|
| | | | — | | |
Settlements
|
| | | | (20,776) | | |
Change in fair value
|
| | | | 4,781 | | |
Fair value as of March 31, 2021
|
| | | $ | — | | |
| | |
Convertible
Promissory Notes |
| |
Convertible
Preferred Stock Warrants |
| ||||||
Fair value as of December 31, 2019
|
| | | $ | 5,651 | | | | | $ | 730 | | |
Additions
|
| | | | — | | | | | | 1,476 | | |
Settlements
|
| | | | (8,073) | | | | | | — | | |
Change in fair value
|
| | | | 2,422 | | | | | | (66) | | |
Fair value as of March 31, 2020
|
| | | $ | — | | | | | $ | 2,140 | | |
| | |
Expected
term (in years) |
| |
Expected
volatility |
| |
Risk-free
interest rate |
| |
Expected
dividend rate |
| |||||||||
Convertible preferred stock warrants
|
| | | | 2.5 – 4.1 | | | | | | 75.0% | | | |
0.2% – 0.4%
|
| | | | 0% | | |
| | |
Expected
term (in years) |
| |
Expected
volatility |
| |
Risk-free
interest rate |
| |
Expected
dividend rate |
| |||||||||
Convertible preferred stock warrants
|
| | | | 3.4 – 5.0 | | | | | | 74.6% | | | |
0.3% – 0.4%
|
| | | | 0% | | |
| | |
Three Months
Ended March 31, 2021 |
| |||
Operating lease cost
|
| | | $ | 292 | | |
| | |
March 31,
2021 |
| |||
Weighted average remaining lease term
|
| |
9.3 years
|
| |||
Weighted average discount rate
|
| | | | 6.8% | | |
| | |
Three Months
Ended March 31, 2021 |
| |||
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | |
Operating cash flows from operating leases
|
| | | $ | 312 | | |
Non-cash investing activities: | | | | | | | |
Lease liabilities arising from obtaining right-of-use assets
|
| | | $ | 8,763 | | |
| | |
Lease
Amounts |
| |||
2021 (remaining nine months)
|
| | | $ | 994 | | |
2022
|
| | | | 1,366 | | |
2023
|
| | | | 1,407 | | |
2024
|
| | | | 1,449 | | |
2025
|
| | | | 1,492 | | |
Thereafter
|
| | | | 7,265 | | |
Total
|
| | | | 13,973 | | |
Less imputed lease interest
|
| | | | (4,571) | | |
Total lease liabilities
|
| | | $ | 9,402 | | |
| | |
2020
|
| |||
2021
|
| | | $ | 1,267 | | |
2022
|
| | | | 1,305 | | |
2023
|
| | | | 1,344 | | |
2024
|
| | | | 1,384 | | |
2025
|
| | | | 1,426 | | |
Thereafter
|
| | | | 7,243 | | |
| | | | $ | 13,969 | | |
Series
|
| |
Authorized
|
| |
Issued and
Outstanding |
| |
Carrying
Value |
| |
Aggregate
Liquidation Preference |
| ||||||||||||
Series A
|
| | | | 705,000 | | | | | | 705,000 | | | | | $ | 226 | | | | | $ | 235 | | |
Series B
|
| | | | 66,300 | | | | | | 66,300 | | | | | | 50 | | | | | | 50 | | |
Series C
|
| | | | 181,844 | | | | | | — | | | | | | — | | | | | | — | | |
Series D
|
| | | | 58,016,741 | | | | | | 58,016,741 | | | | | | 105,804 | | | | | | 102,527 | | |
Series E
|
| | | | 4,862,376 | | | | | | 4,862,376 | | | | | | 4,783 | | | | | | 4,862 | | |
Series E-2
|
| | | | 18,035,000 | | | | | | 18,035,000 | | | | | | 17,063 | | | | | | 18,035 | | |
Series F
|
| | | | 82,233,867 | | | | | | 82,233,867 | | | | | | 22,872 | | | | | | 23,437 | | |
Series P-2
|
| | | | 170,612,076 | | | | | | 170,612,076 | | | | | | 72,135 | | | | | | 73,653 | | |
Total convertible preferred stock
|
| | | | 334,713,204 | | | | | | 334,531,360 | | | | | $ | 222,933 | | | | | $ | 222,799 | | |
| | |
March 31,
2021 |
| |
March 31,
2020 |
| ||||||
Cost of revenue
|
| | | $ | 274 | | | | | $ | 15 | | |
Research and development
|
| | | | 959 | | | | | | 35 | | |
Selling, general and administrative
|
| | | | 185 | | | | | | 8 | | |
|
Risk-free interest rate
|
| | | | 0.67% | | |
|
Expected term (years)
|
| | | | 6.0 | | |
|
Dividend yield
|
| | | | 0% | | |
|
Volatility
|
| | | | 48.6% | | |
| | |
Number of
Options Outstanding |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |
Aggregate
Intrinsic Value(1) |
| ||||||||||||
Balances as of January 1, 2021
|
| | | | 7,740,610 | | | | | $ | 0.02 | | | | | | | | | | | | | | |
Granted
|
| | | | 8,065,686 | | | | | | 0.06 | | | | | | | | | | | | | | |
Exercised
|
| | | | (11,442,363) | | | | | | 0.01 | | | | | | | | | | | $ | 8,771 | | |
Forfeited
|
| | | | (408,766) | | | | | | 0.01 | | | | | | | | | | | | | | |
Balances as of March 31, 2021
|
| | | | 3,955,167 | | | | | $ | 0.12 | | | | | | 8.2 | | | | | $ | 6,277 | | |
Vested and exercisable at March 31, 2021
|
| | | | 1,135,135 | | | | | $ | 0.05 | | | | | | 6.1 | | | | | $ | 1,881 | | |
Unvested and exercisable at March 31, 2021
|
| | | | 2,288,016 | | | | | $ | 0.18 | | | | | | 9.6 | | | | | $ | 3,491 | | |
| | |
March 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss attributable to common stockholders
|
| | | $ | (16,165) | | | | | $ | (7,682) | | |
Denominator: | | | | | | | | | | | | | |
Shares used in computing net loss attributable per share to common stockholders, basic and diluted
|
| | | | 66,618,009 | | | | | | 59,716,010 | | |
Net loss attributable per share to common stockholders:
|
| | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (0.24) | | | | | $ | (0.13) | | |
| | |
March 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Stock options issued and outstanding
|
| | | | 3,955,167 | | | | | | 5,387,927 | | |
Convertible preferred stock
|
| | | | 334,531,360 | | | | | | 240,404,465 | | |
Convertible preferred stock warrants
|
| | | | — | | | | | | 10,941,986 | | |
| | |
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| EXHIBITS | | | | |
| Exhibit A | | | Form of Company Stockholder Support Agreement | |
| Exhibit B | | | Form of Parent Stockholder Support Agreement | |
| Exhibit C | | | Form of Certificate of Merger | |
| Exhibit D-1 | | | Form of Lock-up Agreement | |
| Exhibit D-2 | | | Form of Lock-up Agreement | |
| Exhibit D-3 | | | Form of Lock-up Agreement | |
| Exhibit E | | | Form of Second Amended and Restated Certificate of Incorporation of Parent | |
| Exhibit F | | | Form of Amended and Restated Bylaws of Parent | |
| Exhibit G | | | Form of Amended and Restated Registration Rights Agreement | |
| Exhibit H | | | Equity Incentive Plan | |
| Exhibit I | | | Employee Stock Purchase Plan | |
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Incorporated by Reference
|
| |||||||||
Exhibit
|
| |
Description
|
| |
Schedule/
Form |
| |
File
Number |
| |
Exhibit
|
| |
File
Date |
|
4.2 | | | | |
S-1/A
|
| |
333-250042
|
| |
4.2
|
| |
November 25, 2020
|
| |
4.3 | | | | |
S-1/A
|
| |
333-250042
|
| |
4.3
|
| |
November 25,2020
|
| |
4.4 | | | | |
8-K
|
| |
001-39753
|
| |
4.1
|
| |
December 7, 2020
|
| |
4.5 | | | | | | | | | | | | | | | | |
5.1+ | | | Opinion of Loeb & Loeb LLP as to the validity of the shares of Common Stock of Rodgers Silicon Valley Acquisition Corp. | | | | | | | | | | | | | |
5.2+ | | | | | | | | | | | | | | | | |
5.3+ | | | | | | | | | | | | | | | | |
10.1 | | | | |
8-K
|
| |
001-39753
|
| |
10.1
|
| |
December 7, 2020
|
| |
10.2 | | | | |
8-K
|
| |
001-39753
|
| |
10.2
|
| |
December 7, 2020
|
| |
10.3 | | | | |
8-K
|
| |
001-39753
|
| |
10.3
|
| |
December 7, 2020
|
| |
10.4 | | | | |
8-K
|
| |
001-39753
|
| |
10.5
|
| |
December 7, 2020
|
| |
10.5 | | | | |
8-K
|
| |
001-39753
|
| |
10.7
|
| |
December 7, 2020
|
| |
10.6†+ | | | | | | | | | | | | | | | | |
10.7†+ | | | | | | | | | | | | | | | | |
10.8†+ | | | | | | | | | | | | | | | |
| | | | | |
Incorporated by Reference
|
| |||||||||
Exhibit
|
| |
Description
|
| |
Schedule/
Form |
| |
File
Number |
| |
Exhibit
|
| |
File
Date |
|
10.9†+ | | | | | | | | | | | | | | | | |
10.10† | | | Form of 2021 Equity Incentive Plan (Included as Annex C to the proxy statement/prospectus forming a part of this Registration Statement). | | | | | | | | | | | | | |
10.11†+ | | | Form of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice under the 2021 Equity Incentive Plan. | | | | | | | | | | | | | |
10.12†+ | | | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan. | | | | | | | | | | | | | |
10.13† | | | Form of 2021 Employee Stock Purchase Plan (Included as Annex D to the proxy statement/prospectus forming a part of this Registration Statement). | | | | | | ||||||||
10.14 | | | | |
8-K
|
| |
001-39753
|
| |
10.1
|
| |
February 22, 2021
|
| |
10.15 | | | | |
8-K
|
| |
001-39753
|
| |
10.2
|
| |
February 22, 2021
|
| |
10.16 | | | | |
8-K
|
| |
001-39753
|
| |
10.3
|
| |
February 22, 2021
|
| |
10.17 | | | | |
8-K
|
| |
001-39753
|
| |
10.4
|
| |
February 22, 2021
|
| |
10.18 | | | | |
8-K
|
| |
001-39753
|
| |
10.5
|
| |
February 22, 2021
|
| |
10.19 | | | | |
8-K
|
| |
001-39753
|
| |
10.6
|
| |
February 22, 2021
|
| |
10.20 | | | | |
8-K
|
| |
001-39753
|
| |
10.7
|
| |
February 22, 2021
|
| |
10.21+ | | | Office Lease by and between M West Propco XX, LLC and Enovix Corporation | | | | | | | | | | | | | |
10.22+ | | | | | | | | | | | | | | | |
| | | | | |
Incorporated by Reference
|
| |||||||||
Exhibit
|
| |
Description
|
| |
Schedule/
Form |
| |
File
Number |
| |
Exhibit
|
| |
File
Date |
|
99.8+ | | | | | | | | | | | | | | | | |
99.9 | | | Consent of ThinkEquity (Included as Annex E to the proxy statement/prospectus forming a part of this Registration Statement) | | | | | | | | | | | | | |
99.10+ | | | | | | | | | | | | | | |||
101.INS | | | XBRL Instance Document | | | | | | | | | | | | | |
101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | |
101.SCH | | | XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | |
101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | | |
101.LAB | | | XBRL Taxonomy Extension Labels Linkbase Document | | | | | | | | | | | | | |
101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Thurman J. Rodgers
Thurman J. Rodgers
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
June 21, 2021
|
|
|
/s/ Emmanuel T. Hernandez
Emmanuel T. Hernandez
|
| |
Chief Financial Officer and Director
(Principal Financial and Accounting Officer) |
| |
June 21, 2021
|
|
|
*Steven J. Gomo
|
| |
Director
|
| |
June 21, 2021
|
|
|
*John D. McCranie
|
| |
Director
|
| |
June 21, 2021
|
|
|
*Lisan Hung
|
| |
Director
|
| |
June 21, 2021
|
|
|
*Joseph I. Malchow
|
| |
Director
|
| |
June 21, 2021
|
|
|
* By:
/s/ Thurman J. Rodgers
Thurman J. Rodgers
Attorney-in-Fact |
| | | | |
Exhibit 4.5
|
THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Enovix Corporation (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. COMMON STOCK PAR VALUE $0.0001 COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS Certificate Number Shares . ENOVIX CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE FACSIMILE SIGNATURE TO COME FACSIMILE SIGNATURE TO COME President Secretary By AUTHORIZED SIGNATURE 11/6/2006 D E L A W A R E C O R P O R AT E E N O VIX C O R P ORAT IO N ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# XXXXXX XX X DD-MMM-YYYY **000000****************** ***000000***************** ****000000**************** *****000000*************** ******000000************** ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000 **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S ***ZERO HUNDRED THOUSAND ZERO HUNDRED AND ZERO*** MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE ZQ00000000 Certificate Numbers 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 Total Transaction Num/No. 1 2 3 4 5 6 Denom. 1 2 3 4 5 6 Total 1 2 3 4 5 6 7 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 PO BOX 505006, Louisville, KY 40233-5006 CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678 123456789012345 THIS CERTIFICATE IS TRANSFERABLE IN CITIES DESIGNATED BY THE TRANSFER AGENT, AVAILABLE ONLINE AT www.computershare.com |
|
The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with the issuer or do not have any activity in your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state. For value received,____________________________ hereby sell, assign and transfer unto ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ Shares _______________________________________________________________________________________________________________________ Attorney Dated: __________________________________________ 20__________________ Signature:____________________________________________________________ Signature:____________________________________________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. . ENOVIX CORPORATION THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT -............................................Custodian................................................ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act........................................................ (State) JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT -............................................Custodian (until age................................ ) and not as tenants in common (Cust) .............................under Uniform Transfers to Minors Act................... (Minor) (State) Additional abbreviations may also be used though not in the above list. |
Exhibit 10.25
ENOVIX CORPORATION
SECURED PROMISSORY NOTE
Date of Note (“Issue Date”): | May 24, 2021 |
Principal Amount of Note: | $15,000,000.00 |
For value received Enovix Corporation, a Delaware corporation (the “Company”), promises to pay to the undersigned holder or such party’s assigns (the “Holder”) the principal amount set forth above, together with interest thereon (including, without limitation, PIK Interest) calculated in accordance with the provisions of this secured promissory note (the “Note”). All unpaid interest and principal shall be due and payable upon request of the Holder on or after the earlier of (i) the closing of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of February 22, 2021, by and among Rodgers Silicon Valley Acquisition Corp., RSVAC Merger Sub Inc. and the Company (the “Merger Agreement” and such transaction, the “Merger”) and (ii) October 25, 2021 (the “Maturity Date”).
1. Basic Terms.
(a) Payments. All payments of interest and principal shall be in lawful money of the United States of America. All payments shall be applied first to accrued interest, and thereafter to principal.
(b) Prepayment. The Company may prepay this Note prior to the Maturity Date without the consent of the Holder.
(c) Interest.
(i) Interest Accrual. Interest shall commence with the date hereof and shall accrue on a monthly basis at a rate of 7.5% per annum (computed on the basis of a year of 365 days for the actual number of days elapsed) on the unpaid principal balance (including any accrued PIK Interest) of this Note then outstanding.
(ii) Interest Payments. Interest shall be due and payable in arrears on each monthly anniversary of the Issue Date (such date, the “Interest Payment Date”) and on the Maturity Date; provided, that, interest shall be paid in kind by adding such amount to the principal amount outstanding hereunder on such Interest Payment Date (the “PIK Interest”); provided further, that, in the event of any repayment or prepayment of the Note, accrued but unpaid interest (for the avoidance of doubt, excluding any interest previously paid in kind and added to the principal amount pursuant to this Section 1(c)(ii)) on the principal amount repaid or prepaid shall be payable in cash on the date of such repayment or prepayment.
(d) Fees. The Company shall pay to the Holder:
(i) A fully earned, non-refundable administrative fee in an amount of $10,000, on the Issue Date;
(ii) A fully earned, non-refundable closing fee in an amount of $75,000, on the Issue Date; and
(iii) All reasonable expenses for legal fees, documentation fees, UCC searches and filing fees, collateral appraisals, audits, travel costs, and all other costs involved with documenting and enforcing the Note, including the reasonable fees expenses of one outside counsel, in an amount not to exceed, in the aggregate, $5,000, promptly upon request.
2. Representations and Warranties.
(a) Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as of the date the Note was issued as follows:
(i) Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”).
(ii) Corporate Power. The Company has all requisite corporate power to issue this Note and to carry out and perform its obligations under this Note. The Company’s Board of Directors (the “Board”) has approved the issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation.
(iii) Authorization. All corporate action on the part of the Company, the Board and the Company’s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.
(iv) Governmental Consents. All consents, approvals, orders or authorizations of, or registrations, qualifications, designations, declarations or filings with, any governmental authority required on the part of the Company in connection with issuance of this Note has been obtained.
(v) Compliance with Laws. To its knowledge, the Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation of which would have a Material Adverse Effect.
(vi) Compliance with Other Instruments. The Company is not in violation or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violation(s) that would not have a Material Adverse Effect. The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. Without limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions contemplated hereunder.
2.
(vii) Use of Proceeds. The Company shall use the proceeds of this Note solely for the operations of its business, and not for any personal, family or household purpose.
(b) Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as of the date hereof as follows:
(i) Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in subsection (a) above, the Holder hereby: (A) acknowledges that the Holder has received all the information the Holder has requested from the Company and the Holder considers necessary or appropriate for deciding whether to acquire the Note, (B) represents that the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Note and to obtain any additional information necessary to verify the accuracy of the information given the Holder and (C) further represents that the Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risk of this investment.
(ii) Ability to Bear Economic Risk. The Holder acknowledges that investment in the Note involves a high degree of risk, and represents that the Holder is able, without materially impairing the Holder’s financial condition, to hold the Note for an indefinite period of time and to suffer a complete loss of the Holder’s investment.
(iii) Foreign Investors. If the Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), the Holder hereby represents that he, she or it has satisfied itself as to the full observance of the laws of the Holder’s jurisdiction in connection with any invitation to subscribe for the Note or any use of this Note, including (A) the legal requirements within the Holder’s jurisdiction for the purchase of the Note, (B) any foreign exchange restrictions applicable to such purchase, (C) any governmental or other consents that may need to be obtained, and (D) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Note. The Holder’s subscription, payment for and continued beneficial ownership of the Note will not violate any applicable securities or other laws of the Holder’s jurisdiction.
(iv) Forward-Looking Statements. With respect to any forecasts, projections of results and other forward-looking statements and information provided to the Holder, the Holder acknowledges that such statements were prepared based upon assumptions deemed reasonable by the Company at the time of preparation. There is no assurance that such statements will prove accurate, and the Company has no obligation to update such statements.
3. Covenants.
(a) Financial Statements. The Company shall provide the Holder, as soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company, and in any event within 75 days thereafter, a company prepared consolidated and consolidating balance sheet, statement of income and statement of cash flows for such quarter certified by the Chief Executive Officer or Chief Financing Officer of the Company and in a form reasonably acceptable to Holder.
3.
(b) Acquisition Timeline. The Company shall provide the Holder monthly reports and information as to the process and timeline of the Merger.
(c) Other Financial Information. The Company shall provide the Holder such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Holder may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3(c) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.
(d) Negative Covenants. So long as this Note remains outstanding, the Company shall not, and shall cause its subsidiaries not to, take any of the following actions without the prior written consent of the Holder:
(i) Grant or permit to exist any mortgage, pledge, lien, encumbrance, charge or other security interest on (A) the Collateral (as defined below) or (B) the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information or other proprietary rights owned or possessed by the Company (together, the “Intellectual Property”);
(ii) Sell, license or otherwise transfer to any person or entity any material asset or property outside of the ordinary course of business;
(iii) Take any action that is reasonably likely to cause (A) a material adverse change in the business, operations or financial condition of the Company and its subsidiaries taken as a whole or (B) a material impairment of the prospect of repayment of any portion of the Note; or
(iv) Authorize or enter into any agreement, contract or commitment to do any of the foregoing.
4. Events of Default.
(a) If there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under subsection (ii) or (iii) below), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”:
(i) The Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any unpaid accrued interest or other amounts due under this Note on the date the same becomes due and payable;
(ii) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or
(iii) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company).
4.
(b) In the event of any Event of Default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs incurred by the Holder in enforcing and collecting this Note.
5. Miscellaneous Provisions.
(a) Waivers. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
(b) Further Assurances. The Holder agrees and covenants that at any time and from time to time the Holder will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Note and to comply with state or federal securities laws or other regulatory approvals.
(c) Transfers of Note. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.
(d) Amendment and Waiver. Any term of this Note may be amended or waived with the written consent of the Company and the Holder.
(e) Governing Law. This Note shall be governed by and construed under the laws of the State of Delaware, as applied to agreements among Delaware residents, made and to be performed entirely within the State of Delaware, without giving effect to conflicts of laws principles.
(f) Binding Agreement. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Note, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided in this Note.
(g) Counterparts; Manner of Delivery. This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
(h) Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.
(i) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to a party shall be sent to the party’s address set forth on the signature page hereto or at such other address(es) as such party may designate by 10 days’ advance written notice to the other party hereto. A copy of any notice to the Company shall be sent to Cooley LLP, 3175 Hanover Street, Palo Alto, CA 94304-1130, Attn: Matthew B. Hemington, e-mail: hemingtonmb@cooley.com.
5.
(j) Waiver of Conflicts. Each party to this Note acknowledges that Cooley LLP (“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in the future represent the Holder or the Holder’s affiliates in matters unrelated to the transactions contemplated by this Note (the “Note Financing”), including representation of the Holder or the Holder’s affiliates in matters of a similar nature to the Note Financing. The applicable rules of professional conduct require that Cooley inform the parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company and has negotiated the terms of the Note Financing solely on behalf of the Company. The Company and the Holder hereby (i) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (ii) acknowledge that with respect to the Note Financing, Cooley has represented solely the Company, and not any Holder or any stockholder, Board member or employee of the Company or director, stockholder or employee of the Holder; and (iii) gives the Holder’s informed consent to Cooley’s representation of the Company in the Note Financing.
(k) Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Holder, upon any breach or default of the Company under this Note shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by the Holder of any breach or default under this Note, or any waiver by the Holder of any provisions or conditions of this Note, must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Note, or by law or otherwise afforded to the Holder, shall be cumulative and not alternative. This Note shall be void and of no force or effect in the event that the Holder fails to remit the full principal amount to the Company within five calendar days of the date of this Note.
(l) Entire Agreement. This Note constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof, and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.
(m) Exculpation among Holders. The Holder acknowledges that the Holder is not relying on any person, firm or corporation, other than the Company and its officers and Board members, in making its investment or decision to invest in the Company.
(n) Senior Indebtedness. The indebtedness evidenced by this Note is subordinated in right of payment to the prior payment in full of any Senior Indebtedness in existence on the date of this Note or hereafter incurred. “Senior Indebtedness” shall mean, unless expressly subordinated to or made on a parity with the amounts due under this Note, all amounts due in connection with (i) indebtedness of the Company to banks or other lending institutions regularly engaged in the business of lending money (excluding venture capital, investment banking or similar institutions and their affiliates, which sometimes engage in lending activities but which are primarily engaged in investments in equity securities), and (ii) any such indebtedness or any debentures, notes or other evidence of indebtedness issued in exchange for such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by a guarantor.
6.
(o) Security Interest.
(i) To secure payment of all amounts due under the Note, the Company grants Administrative Agent (as defined below) a security interest in all of its personal property, now existing or hereafter arising, including all accounts, inventory, equipment, general intangibles, financial assets, investment property, securities, deposit accounts, and the proceeds thereof (together, the “Collateral”), but which shall not include the Intellectual Property. The Company authorizes Administrative Agent to file a financing statement to perfect this security interest.
(ii) The Holder hereby irrevocably appoints Thurman J. Rodgers as the “Administrative Agent” to be the secured party in respect of any security interest granted to secure payment of amounts now or hereafter due under the Note. The Holder hereby agrees to hold Administrative Agent harmless for any actions taken by the Administrative Agent in his capacity as Administrative Agent. Administrative Agent shall exercise the rights of each secured party at the direction of the Holder.
(p) Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this subsection being untrue.
[Signature pages follow]
7.
The parties have executed this Secured Promissory Note as of the date first noted above.
COMPANY: | |||
|
Enovix Corporation | ||
By: | /s/ Harrold Rust | ||
Name: | Harrold Rust | ||
Title: | Chief Executive Officer | ||
Address: | 3501 W. Warren Ave | ||
Fremont, California 94538 |
SIGNATURE PAGE TO
ENOVIX CORPORATION
SECURED PROMISSORY NOTE
The parties have executed this Secured Promissory Note as of the date first noted above.
HOLDER (if an entity): |
||||
Name of Holder: | Rodgers Massey Revocable Living Trust dtd 4/4/11 | |||
By: | /s/ TJ Rodgers | |||
Name: | TJ Rodgers | |||
Title: | Trustee |
SIGNATURE PAGE TO
ENOVIX CORPORATION
SECURED PROMISSORY NOTE
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Rodgers Silicon Valley Acquisition Corp. on Form S-4 Amendment No. 3 [FILE No. 333-253976] of our report dated March 8, 2021 except for the effects of the restatement discussed in Note 2 and the subsequent event discussed in Note 11B as to which the date is May 4, 2021, with respect to our audits of the financial statements of Rodgers Silicon Valley Acquisition Corp. as of December 31, 2020 and for the period from September 23, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
Our report on the financial statements refers to Note 2 with regards to a restatement associated with the accounting treatment for certain financial instruments.
/s/ Marcum llp
Marcum llp
New York, NY
June 17, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement No. 333-253976 on Form S-4 of our report dated March 8, 2021, relating to the financial statements of Enovix Corporation. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
San Francisco, California
June 21, 2021