0001628280-22-008077 | 10-K | XBRL Viewer | Navitas Semiconductor Corp

Summary of Common Stock Issuable Upon Exercise of Warrants Outstanding

The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants outstanding at December 31, 2021:


	Number of Shares	Exercise Price		Redemption Price		Expiration Date	Initial Fair Value

Public Warrants	8,418,232	$	11.50	$	18.00	October 19, 2026	$	23,023

Private Warrants	4,666,667	$	11.50	$	18.00	October 19, 2026	12,740

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Significant Accounting Policies and Estimates

Segment Reporting

The Company is organized and operates as one reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in mobile device and other markets. The Company’s chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.

Revenue Recognition

The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

Product revenues consist of sales to distributors, original equipment manufacturers, or OEMs, and merchant power supply manufacturers. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). If the Company concludes that the customer has the ability to pay, a contract has been established. For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient to not assess whether a contract has a significant financing component. The Company has entered into warrant agreements for preferred and common stock with certain investors who are downstream users of the Company’s products. The Company considers the warrants, which are subject to the achievement of revenue-based performance incentives, to be a form of consideration payable to customers. Accordingly, any value attributable to the warrants is accounted for as a reduction of the transaction price.

The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is

recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.

When the Company receives orders for products to be delivered over multiple dates that may extend across several reporting periods, the Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered. The Company has also elected the practical expedient to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.

Sales to international customers that are shipped from the Company’s or its vendor’s facility outside of the United States are pursuant to EX Works, or EXW, shipping terms, meaning that control of the product transfers to the customer upon shipment from the Company’s or its vendors’ foreign warehouse.

Sales to most distributors are made under terms allowing certain limited rights of return (known as “stock rotation”) of the Company’s products held in their inventory or upon sale to their end customers. Revenue from sales to distributors is recognized upon the transfer of control to the distributor. Stock rotation rights grant the distributor the ability to return certain specified amounts of inventory. Stock rotation adjustments are a form of variable consideration and are estimated using the expected value method based on historical return rates. Historically, distributor stock rotation adjustments have been insignificant.

The Company generally provides an assurance warranty that its products will substantially conform to the published specifications for twelve months from the date of shipment. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically not been material. As such, the Company does not record a specific warranty reserve.

Revenue received from customers in advance of the Company shipping the related product is considered a contract liability and is included in deferred revenue on the Company’s consolidated balance sheets.

Inventory

Inventory (which consist of costs associated with the purchases of wafers from offshore foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and overhead, including depreciation and amortization, associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or market. The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Inventory items determined to be impaired are reduced to their net realizable values.

Stock-based compensation

The Company measures and recognizes compensation expense for all stock-based awards based on the grant date fair value of the awards. The Company recognizes compensation expense over the requisite service period in the consolidated statements of operations for restricted stock awards. The fair value of restricted stock unit grants is typically determined using the Monte Carlo simulation method.

The fair value of stock option awards to employees and to non-employees with service based vesting conditions is estimated using the Black-Scholes option pricing model. The value of an award is recognized as expense over the requisite service period in the consolidated statements of operations.

The option pricing model requires management to make assumptions and to apply judgment in determining fair value of the awards. The most significant assumptions and judgments include the expected volatility, risk-free interest rate, expected dividend rate and expected term of the award.

The expected volatility of the awards is typically based on historical volatility of selected public companies within the Company’s industry. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury notes with term approximately equal to the expected term of the awards. The expected dividend rate is zero as the Company currently has no history or expectation of cash dividends on its common stock. The Company has adopted the practical expedient for determining the expected term of stock option awards, which is the midpoint between the end of the vesting term and the expiration of the award. The Company has elected to account for forfeitures as they occur.

The Company elected to treat share-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize compensation expense on a straight-line basis over the requisite service period.

Debt issuance costs and debt discounts

The Company records debt issuance costs and debt discounts, net of accumulated amortization, as direct deductions from the principal balance of its long-term debt to which they relate. Amortization is reported as a component of interest expense and is computed using the effective interest method.

Income Taxes

Current income tax expense is an estimate of current income taxes payable or refundable in the current fiscal year based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carry-forwards that are recognized for financial reporting and income tax purposes.

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes valuation allowances to reduce any deferred tax assets to the amount that it estimates will more likely than not be realized based on available evidence and management’s judgment. In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, it would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations and financial position.

The Company has no unrecognized tax benefits at December 31, 2021 and 2020. The Company’s federal and state income tax returns since inception are open and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. When necessary, the Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet. The Company had no accrued interest and penalties at December 31, 2021 and 2020.

Accounts receivable

Accounts receivable are reported as the amount management expects to collect from outstanding balances. Management performs an analysis of the current status of each individual customer account to determine the appropriate level for the allowance for doubtful accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off against the allowance for doubtful accounts. As of December 31, 2021 and 2020, all receivables were considered collectible.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:


			●			Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;


			●			Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and


			●			Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 8,433,333 warrants issued in connection with Live Oak’s Initial Public Offering (the “Public Warrants”), the 4,666,667 Private Placement Warrants and the Earnout Shares associated with Vested Shares are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments and earnout shares as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants as of each relevant date. The Earnout shares were valued using a Monte Carlo analysis. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of significant current assets or require the creation of current liabilities.

Intangible Assets

Long-lived assets, such as property and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Cash and Cash Equivalents

The Company considers cash invested in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents. At December 31, 2021, 2020 and 2019, cash, cash equivalents and restricted cash per the statements of cash flows was as follows:


	2021		2020		2019
Cash and cash equivalents	$	268,252	$	38,869	$	5,970
Restricted cash	—		—		148
Total cash, cash equivalents and restricted cash	$	268,252	$	38,869	$	6,118

Restricted Cash

As of December 31, 2019, the Company had a lease which was secured by a $148 letter of credit. The letter of credit was secured by cash held in custody by a financial institution and was restricted as to withdrawal or use. As of December 31, 2021 and December 31, 2020, the letter of credit was no longer outstanding.

Stock Subject to Possible Redemption

We account for common and preferred stock subject to possible redemption in accordance with the accounting guidance applicable to distinguishing liabilities from equity. Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common and preferred stock is classified as stockholders’ equity. The Company’s preferred stock outstanding before consummation of the Business Combination featured certain redemption rights considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, all of the Company’s preferred stock was considered subject to possible redemption and was presented as temporary equity, outside of the stockholders’ equity section of our balance sheet. The preferred stock outstanding was converted to common stock at the Closing and is no longer outstanding as of December 31, 2021.

Foreign Currency Risk and Foreign Currency Translation

As of December 31, 2021, the Company’s primary transactional currency was U.S. dollars. Gains and losses arising from the remeasurement of non-functional currency balances are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company realized a foreign exchange transaction net loss of $129 and $15 in 2021 and 2020, respectively.

The functional currencies of the Company’s non-U.S. subsidiaries are the local currencies. Accordingly, all assets and liabilities are translated into U.S. dollars at the current exchange rates as of the applicable balance sheet date. Revenues and expenses are translated at the average exchange rate prevailing during the period. Cumulative gains and losses from the translation of the foreign subsidiaries’ financial statements have been included in stockholders’ equity as a component of accumulated comprehensive income (loss).

Advertising

Advertising costs, which are included in selling, general and administrative expenses, are expensed as incurred and amounted to $348 and $371 in 2021 and 2020, respectively.

Research and Development

Costs related to research, design, and development of our products are expensed as incurred. Research and development expense consists primarily of pre-production costs related to the design and development of our products and technologies, including costs related to contracted non-recurring engineering services. These expenses include employee compensation, benefits and related costs of sustaining our engineering teams, project material costs, third party fees paid to consultants, prototype development expenses, and other costs incurred in the product and technology design and development processes.

Emerging Growth Company

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards and, as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Recent Accounting Developments

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), whereby lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. A modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements must be applied. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The FASB issued Accounting Standards Updates 2019-10 and ASU 2020-05, which changed some effective dates for ASU 2016-02 on leasing. After applying ASU 2019-10 and 2020-05, ASU 2016-02 is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of the new standard is expected to result in the recognition of lease liabilities and right-of-use assets as of January 1, 2022. The Company is currently evaluating the impact of the new standard on its consolidated financial statements and related disclosures.

Credit Losses

In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. This ASU requires entities to measure the impairment of certain financial instruments, including accounts receivable, based on expected losses rather than incurred losses. For non-public business entities, this ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, and will be effective for the Company beginning in 2023. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (152,685)	$ (19,044)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax	(1)	(1)
Total other comprehensive income (loss)	(1)	(1)
TOTAL COMPREHENSIVE LOSS	$ (152,686)	$ (19,045)

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

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Debt issuance costs and debt discounts

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated in consolidation.

The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although Live Oak issued shares for outstanding equity interests of Legacy Navitas in the Business Combination, Live Oak was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Legacy Navitas issuing stock for the net assets of Live Oak, accompanied by a recapitalization. The net assets of Live Oak were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Navitas.

Consolidation

All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

On an ongoing basis, management evaluates the assumptions used in making estimates, including those related to (i) the collectability of accounts receivable; (ii) write-down for excess and obsolete inventory; (iii) warranty obligations; (iv) the value assigned to and estimated useful lives of long-lived assets; (v) the realization of tax assets and estimates of tax liabilities and tax reserves; (vi) recoverability of intangible assets; (vii) the computation of share-based compensation; (viii) accrued compensation and other expenses; and (ix) the recognition of revenue. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company engages third-party valuation specialists to assist with estimates related to the valuation of stock options, restricted common stock awards, Earnout Shares and warrants. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results could differ from those estimates

Segment Reporting

Revenue Recognition

Inventory

Share-based compensation

Stock-based compensation

Income Taxes

Accounts receivable

Accounts receivableAccounts receivable are reported as the amount management expects to collect from outstanding balances. Management performs an analysis of the current status of each individual customer account to determine the appropriate level for the allowance for doubtful accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off against the allowance for doubtful accounts.

Fair Value Measurements


			●			Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;


			●			Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and


			●			Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Derivative Liabilities

Intangible Assets

Cash and Cash Equivalents

Cash and Cash EquivalentsThe Company considers cash invested in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents.

Stock Subject to Possible Redemption

Foreign Currency Risk and Foreign Currency Translation

Advertising

Advertising costs, which are included in selling, general and administrative expenses, are expensed as incurred and amounted to $348 and $371 in 2021 and 2020, respectively.

Research and Development

Recent Accounting Developments

Leases

Credit Losses

STOCKHOLDERS EQUITY (DEFICIT) (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of reverse recapitalization

The table below summarizes the shares of Class A common stock issued immediately after the closing of the Business Combination as well as the impact on the consolidated statement of stockholders’ equity as of October 19, 2021:


	Class A Common Stock
	Shares	Par Amount		Additional Paid in Capital
PIPE and SPAC financing	117,733,507	$	12	$	298,054
Transaction expenses		$	—	$	(24,967)
Conversion of redeemable preferred stock				$	109,506
Earnout liability		$	—	$	(96,069)
Warrants liability		$	—	$	(35,763)
Reverse recapitalization on October 19, 2021	117,733,507	$	12	$	250,761

Fair value of the earnouts

The valuation model utilized the following assumptions:



Risk-free interest rate	1.23	%
Equity volatility rate	55.00	%

The weighted-average assumptions used in calculating the fair value of the warrants issued during the year ended December 31, 2020 are as follows:


	2020
Expected dividend yield	—
Risk-free interest rate	0.21		%
Expected life in years	2.5
Expected volatility	68		%
Weighted-average fair value of warrants granted	$	0.85

LOSS PER SHARE - Summary Of Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Net loss

$ (152,685)

$ (19,044)

Weighted-average common shares, basic (in shares)

^[1]

39,167

16,246

Weighted-average common shares, diluted (in shares)

^[1]

39,167

16,246

Basic loss per common share (in dollars per share)

$ (3.90)

$ (1.17)

Diluted loss per common share (in dollars per share)

$ (3.90)

$ (1.17)

[1]	Retroactively restated to give effect to the October 19, 2021 reverse recapitalization.

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

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

Schedule of concentration risk

STOCKHOLDERS EQUITY (DEFICIT) - Weighted-Average Assumptions (Details)	Dec. 31, 2020 $ / shares yr
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0021
Expected life in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| yr	2.5
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.68
Weighted-average fair value of warrants granted
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	0.85

CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (152,685)	$ (19,044)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	410	344
Amortization of intangibles	345	167
Amortization of deferred rent	(48)	20
Other, net	(53)	38
Stock-based compensation expense	41,404	1,027
Amortization of debt discount and issuance costs	12	8
Loss from change in fair value of warrants	45,625	0
Loss from change in fair value of earnout liability	38,105	0
Change in operating assets and liabilities:
Accounts receivable	(4,111)	(3,454)
Inventory	(8,574)	(2,705)
Prepaid expenses and other current assets	(2,355)	(286)
Other assets	(165)	(5)
Accounts payable, accrued compensation and other expenses	361	3,553
Deferred revenue	29	(288)
Net cash used in operating activities	(41,700)	(20,625)
CASH FLOWS FROM INVESTING ACTIVITIES:
Asset acquisition	(680)	0
Investment purchases	(724)	0
Purchases of property and equipment	(2,068)	(223)
Repayment of notes receivable	6	8
Net cash used in investing activities	(3,466)	(215)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from reverse recapitalization	298,066	0
Payment of stock issuance costs	(24,967)	0
Proceeds from issuance of preferred stock	0	53,085
Payment of preferred stock issuance costs	0	(706)
Proceeds from issuance of common stock	517	31
Proceeds from issuance of long-term debt	2,000	6,000
Principal payments on long-term debt	(1,067)	(4,800)
Payment of debt issuance costs	0	(20)
Net cash provided by financing activities	274,549	53,590
Effect of exchange rate changes on cash	0	1
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	229,383	32,751
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	38,869	6,118
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	268,252	38,869
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Payable for asset acquisition	0	683
Warrants issued in connection with debt	0	16
Payable for investment contribution	704	0
Recognition of earnout liability	96,069	0
Recognition of warrant liabilities	35,763	0
Conversion of preferred stock	109,506	0
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	32	2
Cash paid for interest	$ 265	$ 218

DEBT OBLIGATIONS - Payment of Debt Obligation Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 3,200
2023	3,200
2024	533
2025	0
2026	0
Thereafter	0
Total	$ 6,933	$ 6,000

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS (Tables)

12 Months Ended

Dec. 31, 2021

Risks and Uncertainties [Abstract]

The following customers represented 10% or more of the Company’s net revenues for the respective years:


	Year ended December 31,
Customer	2021		2020
Distributor A	15	%	31	%
Distributor B	*		21
Distributor C	21		16
Distributor D	19		13
Distributor E	*		18
Distributor F	16		*

*Total customer revenue was less than 10% of net revenues.

The Company considers the domicile of its end customers, rather than the distributors it sells to directly, to be the basis for attributing revenues from external customers to individual countries. Revenues for the twelve months ending December 31, 2021 and 2020, were attributable to end customers in the following countries:


	Year ended December 31,
Country	2021		2020
China	74	%	86	%
United States	18		7
Taiwan	3		3
Korea	5		2
All others	—		2
Total	100	%	100	%

The following customers represented 10% or more of accounts receivable:

As of December 31,

Customer

2021

2020

Distributor A

Distributor B

Distributor C

Distributor D

Distributor E

Distributor F

*Total customer accounts receivable was less than 10% of net accounts receivables.

FAIR VALUE of FINANCIAL ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Oct. 19, 2021	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, fair value	$ 81,388		$ 0
Earnouts, fair value	134,173	$ 96,069	$ 0
Fair Value, Recurring
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total	215,561
Fair Value, Recurring \| Public warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, fair value	52,361
Fair Value, Recurring \| Private warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, fair value	29,027
Fair Value, Recurring \| Earnout liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, fair value	134,173
Fair Value, Recurring \| Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total	52,361
Fair Value, Recurring \| Level 1 \| Public warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, fair value	52,361
Fair Value, Recurring \| Level 1 \| Private warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, fair value
Fair Value, Recurring \| Level 1 \| Earnout liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, fair value
Fair Value, Recurring \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total	29,027
Fair Value, Recurring \| Level 2 \| Public warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, fair value
Fair Value, Recurring \| Level 2 \| Private warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, fair value	29,027
Fair Value, Recurring \| Level 2 \| Earnout liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, fair value
Fair Value, Recurring \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total	134,173
Fair Value, Recurring \| Level 3 \| Public warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, fair value
Fair Value, Recurring \| Level 3 \| Private warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, fair value
Fair Value, Recurring \| Level 3 \| Earnout liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, fair value	$ 134,173

SHARE BASED COMPENSATION - Summary of stock option outstanding (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Shares ( in thousands)
Balance at the beginning (in shares)	12,981	9,932
Options granted (in shares)	208	4,359
Options exercised (in shares)	(1,611)	(205)
Options Expired or forfeited (in shares)	(81)	(1,105)
Options Cancelled (in shares)	(244)
Balance at the end (in shares)	11,253	12,981	9,932
Vested and exercisable at the end ( in shares)	7,519
Weighted- Average Exercise Price
Weighted average exercise price, balance at the beginning (in dollars per share)	$ 0.47	$ 0.17
Weighted average exercise price, granted (in dollars per share)	1.06	1.06
Weighted average exercise price, exercised (in dollars per share)	0.16	0.13
Weighted average exercise price, forfeited (in dollars per share)	0.89	0.17
Weighted average exercise price, cancelled (in dollars per share)	0.72
Weighted average exercise price, balance at the end (in dollars per share)	0.51	$ 0.47	$ 0.17
Weighted average exercise price, vested and exercisable at the end (in dollars per share)	$ 0.32
Weighted-Average Remaining Contractual Term (In years)
Weighted average remaining contractual term, Outstanding options exercisable (in years)	6 years 9 months 18 days	7 years 9 months 18 days	7 years 10 months 24 days
Weighted average remaining contractual term, Vested and exercisable options (in years)	6 years 3 months 18 days

SHARE BASED COMPENSATION

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

SHARE BASED COMPENSATION

SHARE BASED COMPENSATION:

Equity Incentive Plans

The 2020 Equity Incentive Plan, initially adopted by the Company’s board of directors on August 5, 2020 as an amendment and restatement of the 2013 Equity Incentive Plan (“2013 Plan”), was amended and restated at the Closing of the Business Combination as the Amended and Restated Navitas Semiconductor Limited 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit (RSU) awards, stock appreciation rights, and other stock awards to employees, directors and consultants. Pursuant to the 2020 Plan, the exercise price for incentive stock options and non-statutory stock options is generally at least 100% of the fair market value of the underlying shares on the date of grant. Options generally vest over 48 months measured from the date of grant. Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment or service.

Under the terms of the 2020 Plan, the Company is authorized to issue 18,899,285 shares of common stock pursuant to awards under the 2020 Plan. As of October 19, 2021, the Company has issued an aggregate of 11,276,706 stock options and non-statutory options to its employees and consultants and 4,525,344 shares of restricted stock to employees, directors and consultants under the 2020 Plan. No awards have or will be issued under the 2020 Plan after October 19, 2021. Shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021 will become authorized for issuance pursuant to awards under the 2021 Plan (as defined below).

The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors on August 17, 2021 and adopted and approved by the Company’s stockholders at the Special Meeting on October 12, 2021. Under the terms of the 2021 Plan, the Company is authorized to issue, pursuant to awards granted under the 2021 Plan, (a) up to 16,334,527 shares of Common Stock; plus (b) up to 15,802,050 shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021; plus (c) an annual increase, effective as of the first day of each fiscal year up to and including January 1, 2031, equal to the lesser of (i) 4% of the number of shares of Common Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the board of directors may determine. As of December 31, 2021, the Company has issued 6,500,000 non-statutory stock options under the 2021 Plan.

Stock-Based Compensation

At the Closing of the Business Combination on October 19, 2021, Legacy Navitas’ outstanding vested and unvested share-based compensation awards (as such terms are defined below) were converted into equity, RSUs or options in the Company at a ratio of 1.0944 to 1 share (the “Exchange Ratio”). Share and per share information below has been converted from historical disclosures based on the Exchange Ratio.

The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period. The Company uses estimates of volatility, expected term, risk-free interest rate and dividend yield in determining the fair value of these awards and the amount of compensation expense to recognize. The Company uses the straight-line method to amortize stock awards granted over the requisite service period of the award, which may be explicit or derived, unless market or performance conditions result in a graded attribution.

The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2021 and 2020:


	Year Ended Years ended December 31,
(In thousands)	2021		2020
Cost of revenues	$	163	$	331
Research and development	$	6,624	$	477
Selling, general and administrative	$	34,617	$	219
Total stock-based compensation expense	$	41,404	$	1,027

Stock Options

Generally, stock options granted under the Plans have 10 year terms and vest 1/4th on the anniversary of the vesting commencement date and 1/48th monthly thereafter. Stock options with performance vesting conditions begin to vest upon achievement of the performance condition. Expense is recognized beginning in the period in which performance is considered probable.

The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model with the following weighted-average assumptions used during the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021			2020
Risk-free interest rates	0.42		%	0.42		%
Expected volatility rates	44		%	44		%
Expected dividend yield	—		%	—		%
Expected term (in years)	6			6
Weighted-average grant date fair value of options	$	0.48		$	0.48

A summary of stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below:


	Shares (In thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In years)
Outstanding at December 31, 2019	9,932	$	0.17	7.9
Granted	4,359	1.06
Exercised	(205)	0.13
Forfeited or expired	(1,105)	0.17
Outstanding at December 31, 2020	12,981	$	0.47	7.8
Granted	208	1.06
Exercised	(1,611)	0.16
Forfeited or expired	(81)	0.89
Cancelled	(244)	$	0.72
Outstanding at December 31, 2021	11,253	$	0.51	6.8
Vested and Exercisable at December 31, 2021	7,519	$	0.32	6.3

A summary of unvested stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below:


	Shares (In thousands)	Weighted Average Fair Value
Unvested options outstanding at December 31, 2019	5,575	$	0.07
Granted	4,359	0.44
Vested	(2,333)	0.10
Forfeited or expired	(1,105)	0.07
Unvested options outstanding at December 31, 2020	6,496	0.30
Granted	208	0.44
Vested	(2,740)	0.23
Forfeited or expired	(81)	0.37
Cancelled	(148)	$	0.44
Unvested options outstanding at December 31, 2021	3,735	$	0.36

During the years ended December 31, 2021 and 2020, the Company recognized $637 and $413, respectively, of stock-based compensation expense for the vesting of outstanding stock options, excluding $63 related to the LTIP Options described below. At December 31, 2021, unrecognized compensation cost related to unvested awards totaled $1,198. The weighted-average period over which this remaining compensation cost will be recognized is 1.7 years.

Long-term Incentive Plan Stock Options

The Company awarded a total of 6,500,000 performance stock options (“LTIP Options”) to certain members of senior management on December 29, 2021 pursuant to the 2021 Plan. These non-statutory options are intended to be the only equity awards for the recipients over the duration of the performance period. The options vest in increments subject to achieving certain performance conditions, including ten share price hurdles ranging from $15 to $60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date. The options have an exercise price of $15.51 per share and the average fair value on the grant date was $6.05 based on the Black-Scholes model and a Monte Carlo simulation incorporating 100,000 scenarios. The valuation model utilized the following assumptions:


Risk-free interest rate	1.47		%
Expected volatility rates	42.48		%
Expected dividend yield	0.00		%
Cost of equity (for derived service period)	13.71		%
Weighted-average grant date fair value of options	$	6.05

The Company recognized $63 of stock-based compensation expense for the year ended December 31, 2021 and expects to recognize in excess of $39,000 of share based compensation expense in future periods if all of the performance conditions are met.

Restricted Common Stock

In 2020, the Company awarded 531,834 common shares to an investor as consideration for consulting services. The Company recognized $282 and $282 of stock-based compensation expense for vesting during the years ended December 31, 2021 and 2020, respectively, based on grant date fair value per share of $1.06. As of December 31, 2021, the awards were fully vested.

Rescinded Common Stock Awards

On February 12, 2021, certain members of senior management entered into amended employment agreements, which provided for the right to purchase restricted Legacy Navitas common shares at $0.29 per share. These restricted shares were to vest over terms of up to four years, subject to various performance conditions. The purchases were funded with full recourse promissory notes bearing interest at rates ranging from 0.48% to 0.56% per annum. The share purchase agreements and related promissory notes were based on an initial grant date value of $0.29 per share based on a valuation report obtained from a third party, however, the Company later determined that the appropriate fair value at the date of grant was $5.53 per share. Restricted common stock issued at prices below fair value are recognized in compensation expense over the vesting term based on fair value at grant. On May 26, 2021, the Navitas Board and certain executives jointly decided to rescind the restricted stock awards granted to these executives on February 12, 2021, as well as the associated recourse promissory notes and the amendment to the executives’ employment agreements and the Company agreed to indemnify the executives from any personal tax consequences related to the rescission of these awards. As a result, the Company recognized $12,330 of additional stock-based compensation expense in the financial statements during the three months ended June 30, 2021. Such amount represents the recognition of compensation expense related to the unrecognized compensation cost at the rescission date. For the year ended December 31, 2021, the Company recognized compensation expense of $13,772 for restricted stock awards issued at prices below the grant date fair value of the awards. Restricted common stockholders are entitled to all of the rights of common stockholders. Disclosures above and in the table below regarding rescinded restricted shares have not been restated to give effect to the Exchange Ratio.

Restricted Stock Units

On August 25, 2021, the Company granted an aggregate of 4,135,000 Legacy Navitas RSU’s under the 2020 Plan to certain members of senior management pursuant to restricted stock unit agreements (collectively, the “RSU Agreements”). Each RSU represents the right to receive one share of common stock of the Company, subject to the vesting and other terms and conditions set forth in the RSU Agreements and the Plan. Up to 3,500,000 of these RSU awards vest in three

equal installments over a three-year period subject to the occurrence of an IPO (which includes the Business Combination) and certain valuation targets, subject to an accelerated vesting schedule based on the satisfaction of certain stock price targets. Up to 500,000 RSUs vest on the six-month anniversary of the grant date, subject to the occurrence of an IPO and certain valuation targets. Up to 52,500 RSUs vest upon the occurrence of an IPO, while the remaining 82,500 RSUs vest as specified by an RSU Agreement over a period of approximately three years. As of October 19, 2021, the IPO performance condition had been met due to the Business Combination.

A summary of restricted stock awards (“RSA”s) and RSUs outstanding as of December 31, 2021, and activity during the year then ended, is presented below:


Restricted Common Stock Awards	Shares (In thousands)	Weighted-Average Issuance Price		Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2020	—	$	—	$	—
Granted	4,081	0.29		5.53
Vested	—	—		—
Forfeited	—	—		—
Rescinded	(4,081)	0.29		5.53
Outstanding at December 31, 2021	—	$	—	$	—


Restricted Stock Unit Awards	Shares (In thousands)	Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2020	—	$	—
Granted	4,525	9.62
Vested	(57)	9.62
Forfeited	—	—
Unvested and Outstanding at December 31, 2021	4,468	$	9.62
Outstanding at December 31, 2021	4,525	$	9.62

During the year ended December 31, 2021, the Company recognized $35,014 of stock-based compensation expense for the vesting of RSAs and RSUs. At December 31, 2021, unrecognized compensation cost related to unvested RSU awards totaled $24,311. The weighted-average period over which this remaining compensation cost is expected be recognized is 0.7 years.

The Company implemented a stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of $2 million as of December 31, 2021 (included in accrued compensation expense liability on the balance sheet), by issuing a variable number of fully-vested restricted stock units to its employees in 2022. Based on the closing share price of the Company’s Class A Common Stock of $17.01 on December 31, 2021, approximately 117,578 shares would be issued, however the actual number of shares will be based on the share price at the date of settlement.

Unvested Earnout Shares

A portion of the earnout shares may be issued to individuals with unvested equity awards. While the payout of these shares require achievement of the Earn-out Milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $19,136 (or $11.52 per share). During the year ended December 31, 2021, the Company recognized $5,244 of stock-based compensation expense for the vesting of earnout shares. At December 31, 2021, unrecognized compensation cost related to unvested earnout shares totaled $13,892. The weighted-average period over which this remaining compensation cost is expected be recognized is 0.7 years.

LOSS PER SHARE (Details) - shares shares in Thousands	12 Months Ended
LOSS PER SHARE (Details) - shares shares in Thousands	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	45,363	68,713
Redeemable convertible preferred stock shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	0	54,449
Warrants to purchase redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	0	176
Warrants to purchase common shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	13,085	1,107
Earnout shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	10,000	0
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	4,525	0
Stock options potentially exercisable for common shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	17,753	12,981

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 268,252	$ 38,869
Accounts receivable, net	8,263	4,152
Inventory	11,978	3,404
Prepaid expenses and other current assets	2,877	522
Total current assets	291,370	46,947
PROPERTY AND EQUIPMENT, net	2,302	722
INTANGIBLE ASSETS, net	170	515
NOTES RECEIVABLE	206	221
OTHER ASSETS	1,553	102
Total assets	295,601	48,507
CURRENT LIABILITIES:
Accounts payable and other accrued expenses	4,860	3,698
Accrued compensation expenses	2,639	1,668
Deferred revenue	29	0
Current portion of long-term debt	3,200	1,000
Total current liabilities	10,728	6,366
LONG-TERM DEBT	3,716	4,971
WARRANT LIABILITY	81,388	0
EARNOUT LIABILITY	134,173	0
OTHER LIABILITIES	60	88
Total liabilities	230,065	11,425
COMMITMENTS AND CONTINGENCIES (Note14)
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock, $0.0001 par value, 740,000,000 and 93,000,000 shares authorized as of December 31, 2021 and 2020, respectively, 117,750,608 and 16,774,044 shares issued and outstanding at December 31, 2021 and 2020, respectively	15	2
Additional paid-in capital	294,190	3,557
Accumulated other comprehensive loss	(2)	(1)
Accumulated deficit	(228,667)	(75,982)
Total stockholders’ equity (deficit)	65,536	(72,424)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	295,601	48,507
Series A redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK:
Redeemable Convertible Preferred Stock	0	14,970
Series B redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK:
Redeemable Convertible Preferred Stock	0	27,371
Series B-1 redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK:
Redeemable Convertible Preferred Stock	0	14,786
Series B-2 redeemable convertible preferred stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK:
Redeemable Convertible Preferred Stock	$ 0	$ 52,379

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

Notes Receivable

The Company has outstanding interest-bearing notes receivable from an employee. The notes have various maturity dates through May 1, 2023 and bear interest at rates ranging from 1% to 2.76%. The Company recognized $4 and $4 of interest income from the notes for the years ended December 31, 2021 and 2020, respectively.


	December 31, 2021		December 31, 2020
Notes receivable	$	206	$	221

Service Agreement

On December 31, 2020, Navitas Ireland entered into a service agreement with a company affiliated with a current member of the Navitas Board to provide strategic advisory services and to assist the management team in its activities as directed by the chief executive officer in exchange for a monthly service fee of $16. The agreement was terminated prior to the Closing.

Joint Venture

In 2021, Navitas entered into a partnership with a manufacturer of power management ICs to develop products and technology relating to ac-dc converters. Structured as a joint venture, Navitas’ initial contribution was the commitment to sell its GaN integrated circuit die at prices representing cost plus insignificant handling fees, in exchange for a minority interest, with the right to acquire the balance of the joint venture based on the future results of the venture (among other rights and obligations). The Company recognized revenue of $435 from sales to the joint venture for the year ended December 31, 2021. The Company accounts for the investment in the joint venture as an equity-method investment. As of December 31, 2021, the investment balance of $1.3 million was included in Other assets on the consolidated balance sheet.

INVENTORY (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventory consists of the following:


	December 31, 2021		December 31, 2020
Raw materials	$	60	$	1,042
Work-in-process	9,945		1,991
Finished goods	1,973		371
Total	$	11,978	$	3,404

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	740,000,000	93,000,000
Common stock shares issued (in shares)	117,750,608	16,774,044
Common stock, shares outstanding (in shares)	117,750,608	16,774,044
Series A redeemable convertible preferred stock
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, authorized (in shares)	0	16,716,348
Redeemable convertible preferred stock, issued (in shares)	0	16,620,018
Redeemable convertible preferred stock, outstanding (in shares)	0	16,620,018
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 17,451
Series B redeemable convertible preferred stock
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, authorized (in shares)	0	14,262,664
Redeemable convertible preferred stock, issued (in shares)	0	14,213,431
Redeemable convertible preferred stock, outstanding (in shares)	0	14,213,431
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 27,574
Series B-1 redeemable convertible preferred stock
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, authorized (in shares)	0	6,133,979
Redeemable convertible preferred stock, issued (in shares)	0	5,416,551
Redeemable convertible preferred stock, outstanding (in shares)	0	5,416,551
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 15,112
Series B-2 redeemable convertible preferred stock
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, authorized (in shares)	0	24,027,913
Redeemable convertible preferred stock, issued (in shares)	0	18,198,891
Redeemable convertible preferred stock, outstanding (in shares)	0	18,198,891
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 53,085

SHARE BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands					3 Months Ended	12 Months Ended
	Dec. 29, 2021 hurdle $ / shares shares	Aug. 25, 2021 installment shares	Feb. 12, 2021 $ / shares	Aug. 05, 2020 shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019	Oct. 19, 2021	Aug. 17, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exchange ratio									1.0944
Requisite service period						4 years
Stock based compensation expense \| $						$ 41,404	$ 1,027
Options granted (in shares)						208,000	4,359,000
Weighted average fair value, unvested options granted (in dollars per share) \| $ / shares						$ 0.44	$ 0.44
Weighted average remaining contractual term, Outstanding options exercisable (in years)						6 years 9 months 18 days	7 years 9 months 18 days	7 years 10 months 24 days
Accrued bonus liabilities \| $						$ 2,000
Full Recourse Promissory Note \| Minimum \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Interest rate, stated percentage			0.48%
Full Recourse Promissory Note \| Maximum \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Interest rate, stated percentage			0.56%
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share) \| $ / shares						$ 17.01
Shares to be issued based on stock price (in shares)						117,578
Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense \| $						$ 637	$ 413
Unrecognized compensation cost related to unvested awards \| $						$ 1,198
Unrecognized compensation expense, period of recognition						1 year 8 months 12 days
Weighted average fair value, unvested options granted (in dollars per share) \| $ / shares						$ 0.48	$ 0.48
Restricted Common Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense \| $					$ 12,330
Granted (in shares)						4,081,000
Fair value (in dollars per share) \| $ / shares						$ 5.53
Expense recognized for prices below grant date fair value \| $						$ 13,772
Restricted Common Stock Awards \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Right to purchase (in dollars per share) \| $ / shares			$ 0.29
Fair value (in dollars per share) \| $ / shares			5.53
Weighted average issuance price (in dollars per share) \| $ / shares			$ 0.29
Restricted Common Stock Awards \| Investors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense \| $						$ 282	$ 282
Granted (in shares)							531,834
Fair value (in dollars per share) \| $ / shares						$ 1.06	$ 1.06
LTIP Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense \| $						$ 63
Unrecognized compensation cost related to unvested awards \| $						$ 39,000
Weighted average fair value, unvested options granted (in dollars per share) \| $ / shares						$ 6.05
Restricted Stock Unit Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, period of recognition						8 months 12 days
Granted (in shares)		4,135,000				4,525,000
Fair value (in dollars per share) \| $ / shares						$ 9.62
Right to receive (in shares)		1
Unrecognized compensation expense \| $						$ 24,311
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
Awards subject to vesting (in shares)		3,500,000
Installments, vesting \| installment		3
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		6 months
Awards subject to vesting (in shares)		500,000
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards subject to vesting (in shares)		52,500
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
Awards subject to vesting (in shares)		82,500
Restricted Stock and Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense \| $						35,014
Earnout shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense \| $						$ 5,244
Unrecognized compensation expense, period of recognition						8 months 12 days
Fair value (in dollars per share) \| $ / shares						$ 11.52
Unrecognized compensation expense \| $						$ 13,892
Aggregated grant date fair value \| $						$ 19,136
2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares (in shares)				18,899,285
2020 Equity Incentive Plan \| Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				48 months
Options expiration period						10 years
Options issued (in shares)						11,276,706
2020 Equity Incentive Plan \| Option \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting ratio						0.25
2020 Equity Incentive Plan \| Option \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting ratio						0.02
2020 Equity Incentive Plan \| Restricted Common Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options issued (in shares)						4,525,344
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares (in shares)										16,334,527
Options issued (in shares)						6,500,000
Shares of common stock subject to awards forfeited, expire or lapse (in shares)										15,802,050
Shares of common stock outstanding, percentage										4.00%
2021 Equity Incentive Plan \| LTIP Options \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period	7 years
Options granted (in shares)	6,500,000
Number of price hurdles \| hurdle	10
Exercise price (in dollars per share) \| $ / shares	$ 15.51
Weighted average fair value, unvested options granted (in dollars per share) \| $ / shares	6.05
2021 Equity Incentive Plan \| LTIP Options \| Minimum \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price hurdles (in dollars per share) \| $ / shares	15
2021 Equity Incentive Plan \| LTIP Options \| Maximum \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price hurdles (in dollars per share) \| $ / shares	$ 60

COMMITMENTS and CONTINGENCIES - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 966
2023	585
2024	170
2025	0
2026	0
Thereafter	0
Total future minimum lease payments	$ 1,721

PROVISION FOR INCOME TAXES - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current provision (benefit):
Federal	$ 0	$ 0
State	19	1
Foreign	28	4
Total current	47	5
Deferred provision (benefit):
Federal	(8,362)	(4,216)
State	(4,629)	2,285
Foreign	0	(1,237)
Valuation allowance	12,991	3,168
Total deferred	0	0
Total	$ 47	$ 5

WARRANT LIABILITY - Summary of Common Stock Issuable Upon Exercise of Warrants Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Oct. 19, 2021
Class of Warrant or Right [Line Items]
Exercise Price (in dollars per share)		$ 11.50
Public Warrants
Class of Warrant or Right [Line Items]
Number of Shares (in shares)		8,433,333
Exercise Price (in dollars per share)		$ 11.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of Shares (in shares)		4,666,667
Exercise Price (in dollars per share)		$ 11.50
Common Class A \| Public Warrants
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	8,418,232	8,433,333
Exercise Price (in dollars per share)	$ 11.50
Redemption Price (in dollars per share)	$ 18.00
Initial Fair Value	$ 23,023
Common Class A \| Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	4,666,667
Exercise Price (in dollars per share)	$ 11.50	$ 11.50
Redemption Price (in dollars per share)	$ 18.00
Initial Fair Value	$ 12,740

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	100.00%	100.00%
China \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	74.00%	86.00%
United States \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	18.00%	7.00%
Taiwan \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	3.00%	3.00%
Korea \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	5.00%	2.00%
All others \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	0.00%	2.00%
Distributor A \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	15.00%	31.00%
Distributor A \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	44.00%
Distributor B \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		21.00%
Distributor B \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%
Distributor C \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	21.00%	16.00%
Distributor C \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%
Distributor D \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	19.00%	13.00%
Distributor D \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		55.00%
Distributor E \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		18.00%
Distributor E \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		17.00%
Distributor F \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	16.00%
Distributor F \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		17.00%

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Income Statement [Abstract]

NET REVENUES (including $435 and $0 related party revenues)

$ 23,736

$ 11,849

COST OF REVENUES

13,050

8,134

GROSS PROFIT

10,686

3,715

OPERATING EXPENSES:

Research and development

27,820

13,049

Selling, general and administrative

51,374

9,469

Total operating expenses

79,194

22,518

LOSS FROM OPERATIONS

(68,508)

(18,803)

Interest expense, net of interest income of $22 and $4

(257)

(236)

Loss from change in fair value of warrants

(45,625)

Loss from change in fair value of earnout liabilities

(38,105)

Other income (expense)

(143)

Total other income (expense), net

(84,130)

(236)

LOSS BEFORE INCOME TAXES

(152,638)

(19,039)

PROVISION FOR INCOME TAXES

NET LOSS

$ (152,685)

$ (19,044)

NET LOSS PER COMMON SHARE:

Basic (in dollars per share)

$ (3.90)

$ (1.17)

Diluted (in dollars per share)

$ (3.90)

$ (1.17)

COMMON SHARES USED IN PER SHARE CALCULATION:

Basic (in shares)

^[1]

39,167

16,246

Diluted (in shares)

^[1]

39,167

16,246

[1]	Retroactively restated to give effect to the October 19, 2021 reverse recapitalization.

STOCKHOLDERS EQUITY (DEFICIT) - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 19, 2021	Dec. 29, 2020	Dec. 16, 2020	Apr. 29, 2020	Sep. 07, 2018	Sep. 06, 2018	Mar. 06, 2018	Dec. 31, 2016
Class of Stock [Line Items]
Warrants, exercisable price (in dollars per share)					$ 11.50
Loss from change in fair value of warrants		$ 45,625	$ 0
Term Loan Agreement Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)											49,223	96,300
Warrants, exercisable price (in dollars per share)											$ 1.94	$ 1.05
Investor Entity Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)						342,827	548,523		215,227
Warrants, exercisable price (in dollars per share)						$ 0.29	$ 0.29		$ 0.22
Warrants issued under met performance conditions (in shares)				21,522
Expense recognized				$ 1
Cash payment for warrant exercises	$ 47
Loss from change in fair value of warrants		$ 163	$ 331
Potential Customer Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)										717,424
Warrants, exercisable price (in dollars per share)										$ 2.79
Loan and Security Agreement Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)								30,000
Warrants, exercisable price (in dollars per share)								$ 2.92

PROVISION FOR INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

PROVISION FOR INCOME TAXES

PROVISION FOR INCOME TAXES:

Income Taxes

Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

U.S. and foreign components of income (loss) before income taxes were:


	Year Ended December 31,
	2021		2020
U.S. operations	$	(101,146)	$	(14,084)
Foreign operations	$	(51,492)	$	(4,955)
Total loss before income taxes	$	(152,638)	$	(19,039)

The components of the provision (benefit) for income taxes are as follows:


	Year Ended December 31,
	2021		2020
Current provision (benefit):
Federal	$	—	$	—
State	$	19	$	1
Foreign	$	28	$	4
	$	47	$	5
Deferred provision (benefit):
Federal	$	(8,362)	$	(4,216)
State	$	(4,629)	$	2,285
Foreign	$	—	$	(1,237)
Valuation allowance	$	12,991	$	3,168
	$	—	$	—
Total	$	47	$	5

The provision (benefit) for income taxes differs from the amount that would result by applying the applicable federal income tax rate to income before income taxes, as follows:


	Year Ended December 31,
	2021		2020
Provision computed at Federal statutory rate	21.0	%	21.0	%
Change in valuation allowance	(8.5)		(17.2)
Return to provision adjustments	1.0		(6.7)
Foreign income tax rate and benefit	0.1		6.7
Effect of permanent differences	0.4		(0.2)
Non-deductible expenses - mark to market liabilities	(11.5)	%	—	%
Stock based compensation	(5.5)	%	(0.5)	%
State tax, net of federal	2.7		0.2
Deferred tax asset and liability adjustment	0.4		(3.2)
Other	(0.1)		(0.1)
Total	0.0	%	0.0	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2021 and 2020, deferred tax assets and liabilities consisted of the following:


	December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	28,052	$	17,146
Benefit of tax credit carry-forwards	$	207	$	207
Start up costs	$	2,009	$	1,648
Other	$	2,367	$	410
Valuation allowance	$	(32,382)	$	(19,392)
	$	253	$	19
Deferred tax liabilities:
Depreciation	$	(253)	$	(19)
	$	(253)	$	(19)
Net deferred tax balance	$	—	$	—

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income. In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, the Company would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position.

At December 31, 2021, the Company has approximately $100,147 of federal net operating loss (“NOL”) carryforwards and approximately $82,583 of State NOL carryforwards expiring in varying amounts through 2037, with the exception Federal NOLs arising from the years ended after December 31, 2017 that may be carried forward indefinitely. Realization of the NOL carryforwards is dependent on the Company generating sufficient taxable income prior to expiration of the NOL carryforwards and is also potentially subject to usage limitations due to changes in the Company’s

ownership. As of December 31, 2021, the Company continues to maintain a valuation allowance as the Company believes that it is not more likely than not that the deferred tax assets will be fully realized.

The transfer of intellectual property and other intangible assets by Navitas U.S. to Navitas Ireland in connection with the Restructuring was among entities within the same consolidated group for U.S. federal income tax purposes, and as a result, any gain or loss to Navitas U.S. is expected to be deferred for U.S. federal income tax purposes.

The Company had no unrecognized tax benefits for the years ended December 31, 2021 or December 31, 2020. We recognize interest and penalties related to unrecognized tax benefits in operating expenses. No such interest and penalties were recognized during the years ended December 31, 2021 and 2020.

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

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

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

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

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

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

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

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

Property, Plant and Equipment [Abstract]

DEBT OBLIGATIONS - Carrying Value of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Note payable	$ 6,933	$ 6,000
Less: Current portion	(3,200)	(1,000)
Less: Debt discount and issuance costs	(17)	(29)
Note payable, net of current portion	$ 3,716	$ 4,971

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Affiliated Entity \| Note Receivable With An Employee
Related Party Transaction [Line Items]
Interest income	$ 4	$ 4
Affiliated Entity \| Note Receivable With An Employee \| Minimum
Related Party Transaction [Line Items]
Interest rate	1.00%
Affiliated Entity \| Note Receivable With An Employee \| Maximum
Related Party Transaction [Line Items]
Interest rate	2.76%
Management \| Service Agreement
Related Party Transaction [Line Items]
Monthly service fee		$ 16
Corporate Joint Venture
Related Party Transaction [Line Items]
Revenue recognized from sales to joint venture	$ 435
Corporate Joint Venture \| Other Assets
Related Party Transaction [Line Items]
Investment balance	$ 1,300

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Narrative (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Oct. 19, 2021 shares	Dec. 31, 2019 USD ($)
Class of Warrant or Right [Line Items]
Number of reportable segments \| segment	1
Expected dividend yield	0.00%
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	0	0
Letters of credit				$ 148,000
Foreign exchange transaction net loss	129,000	15,000
Advertising cost	$ 348,000	$ 371,000
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares			8,433,333
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares			4,666,667

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT, NET

At December 31, 2021 and 2020, property and equipment, net consist of the following:


	2021		2020
Furniture and fixtures	$	265	$	164
Computers and other equipment	$	3,116	$	1,591
Leasehold improvements	$	577	$	135
	$	3,958	$	1,890
Accumulated depreciation	$	(1,656)	$	(1,168)
Total	$	2,302	$	722

For the years ended December 31, 2021 and 2020, depreciation expense was $410 and $344, respectively, and was determined using the straight-line method over the following estimated useful lives:


Furniture and fixtures			3 — 7 years
Computers and other equipment			2 — 5 years
Leasehold improvements			2 — 5 years

SHARE BASED COMPENSATION - Summary of unvested stock option outstanding (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Shares ( in thousands)
Unvested option, outstanding at the beginning (in shares)	6,496	5,575
Unvested options granted (in shares)	208	4,359
Unvested options vested (in shares)	(2,740)	(2,333)
Unvested forfeited or expired (in shares)	(81)	(1,105)
Unvested cancelled (in shares)	(148)
Unvested option, outstanding at the end (in shares)	3,735	6,496
Weighted average fair value
Weighted average fair value, unvested options outstanding at the beginning (in dollars per share)	$ 0.30	$ 0.07
Weighted average fair value, unvested options granted (in dollars per share)	0.44	0.44
Weighted average fair value, unvested options vested (in dollars per share)	0.23	0.10
Weighted average fair value, unvested options forfeited or expired (in dollars per share)	0.37	0.07
Weighted average fair value, unvested options cancelled (in dollars per share)	0.44
Weighted average fair value, unvested options outstanding at the end (in dollars per share)	$ 0.36	$ 0.30

EARNOUT LIABILITY - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 19, 2021 USD ($) day $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Class of Warrant or Right [Line Items]
EARNOUT LIABILITY \| $	$ 96,069	$ 134,173	$ 0
Loss from change in fair value of earnout liability \| $		$ 38,105	$ 0
Earnout shares
Class of Warrant or Right [Line Items]
Earnout, additional shares (in shares) \| shares	3,333,333
Trading days	20
Consecutive trading days	30
Earnout shares \| Common Class A
Class of Warrant or Right [Line Items]
Earnout, additional shares (in shares) \| shares	10,000,000
Trading days	20
Consecutive trading days	30
Earnout shares \| Common Class A \| Triggering Event 1
Class of Warrant or Right [Line Items]
Stock price trigger (in dollars per share) \| $ / shares	$ 12.50
Earnout shares \| Common Class A \| Triggering Event 2
Class of Warrant or Right [Line Items]
Stock price trigger (in dollars per share) \| $ / shares	17.00
Earnout shares \| Common Class A \| Triggering Event 3
Class of Warrant or Right [Line Items]
Stock price trigger (in dollars per share) \| $ / shares	$ 20.00

EARNOUT LIABILITY

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

EARNOUT LIABILITY

Certain of the Company’s stockholders are entitled to receive up to 10,000,000 Earnout Shares of the Company’s Class A common stock if the Earnout Milestones are met. The Earnout Milestones represents three independent criteria, which each entitles the eligible stockholders to 3,333,333 earn-out shares per milestone met. Each Earnout Milestone is considered met if at anytime 150 days following the Business Combination and prior to October 19, 2026, the volume weighted average price of the Company’s Class A common stock is greater than or equal to $12.50, $17.00 or $20.00 for any twenty trading days within any thirty trading day period, respectively. Further, the Earnout Milestones are also considered to be met if the Company undergoes a Sale. A Sale is defined as the occurrence of any of the following: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock cease to be listed on a national security exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution.

These earnout shares have been categorized into two components: (i) the “Vested Shares” - those associated with stockholders with vested equity at the closing of the Business Combination that will be earned upon achievement of the Earnout Milestones and (ii) the “Unvested Shares” - those associated with stockholders with unvested equity at the closing of the Business Combination that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earnout Milestones . The Vested Shares are classified as liabilities in the consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 7 - Share-based Compensation). The earnout liability was initially measured at fair value at the closing of the Business Combination and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations.

The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations of the future path of the Company’s stock price over the earnout period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. The valuation model utilized the following assumptions:



Risk-free interest rate	1.23	%
Equity volatility rate	55.00	%

At the closing of the Business Combination on October 19, 2021, the earnout liability had an initial fair value of $96,069, which was recorded as a long-term liability and a reduction to additional paid in capital in the consolidated balance sheet. As of December 31, 2021, the earnout liability had increased to $134,173, which resulted in a loss due to the increase in fair value of the earnout liability of $38,105.

PROVISION FOR INCOME TAXES - Narrative (Details) $ in Thousands	Dec. 31, 2021 USD ($)
U.S. operations
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 100,147
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 82,583

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 60	$ 1,042
Work-in-process	9,945	1,991
Finished goods	1,973	371
Total	$ 11,978	$ 3,404

SHARE BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement, Expensed and Capitalized, Amount

The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2021 and 2020:


	Year Ended Years ended December 31,
(In thousands)	2021		2020
Cost of revenues	$	163	$	331
Research and development	$	6,624	$	477
Selling, general and administrative	$	34,617	$	219
Total stock-based compensation expense	$	41,404	$	1,027

Schedule of Stock Options, Valuation Assumptions


	Year Ended December 31,
	2021			2020
Risk-free interest rates	0.42		%	0.42		%
Expected volatility rates	44		%	44		%
Expected dividend yield	—		%	—		%
Expected term (in years)	6			6
Weighted-average grant date fair value of options	$	0.48		$	0.48

The valuation model utilized the following assumptions:


Risk-free interest rate	1.47		%
Expected volatility rates	42.48		%
Expected dividend yield	0.00		%
Cost of equity (for derived service period)	13.71		%
Weighted-average grant date fair value of options	$	6.05

Summary of Stock Option Outstanding

A summary of stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below:


	Shares (In thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In years)
Outstanding at December 31, 2019	9,932	$	0.17	7.9
Granted	4,359	1.06
Exercised	(205)	0.13
Forfeited or expired	(1,105)	0.17
Outstanding at December 31, 2020	12,981	$	0.47	7.8
Granted	208	1.06
Exercised	(1,611)	0.16
Forfeited or expired	(81)	0.89
Cancelled	(244)	$	0.72
Outstanding at December 31, 2021	11,253	$	0.51	6.8
Vested and Exercisable at December 31, 2021	7,519	$	0.32	6.3

A summary of unvested stock options outstanding as of December 31, 2021, and activity during the two years then ended, is presented below:


	Shares (In thousands)	Weighted Average Fair Value
Unvested options outstanding at December 31, 2019	5,575	$	0.07
Granted	4,359	0.44
Vested	(2,333)	0.10
Forfeited or expired	(1,105)	0.07
Unvested options outstanding at December 31, 2020	6,496	0.30
Granted	208	0.44
Vested	(2,740)	0.23
Forfeited or expired	(81)	0.37
Cancelled	(148)	$	0.44
Unvested options outstanding at December 31, 2021	3,735	$	0.36

Summary of Restricted Stock Unit, Outstanding

A summary of restricted stock awards (“RSA”s) and RSUs outstanding as of December 31, 2021, and activity during the year then ended, is presented below:


Restricted Common Stock Awards	Shares (In thousands)	Weighted-Average Issuance Price		Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2020	—	$	—	$	—
Granted	4,081	0.29		5.53
Vested	—	—		—
Forfeited	—	—		—
Rescinded	(4,081)	0.29		5.53
Outstanding at December 31, 2021	—	$	—	$	—


Restricted Stock Unit Awards	Shares (In thousands)	Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2020	—	$	—
Granted	4,525	9.62
Vested	(57)	9.62
Forfeited	—	—
Unvested and Outstanding at December 31, 2021	4,468	$	9.62
Outstanding at December 31, 2021	4,525	$	9.62

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSThe Company evaluated material subsequent events from the consolidated balance sheet date of December 31, 2021, through March 30, 2022, the date the consolidated financial statements were issued.Redemption of WarrantsOn February 4, 2022, the Company issued a notice of redemption that it would redeem, at 5:00 p.m. New York City time on March 7, 2022 (the “Redemption Date”), all of the Company’s outstanding Public Warrants and Private Placement Warrants to purchase shares of the Company’s Class A Common Stock that were governed by the Warrant Agreement, dated as of December 2, 2020 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), at a redemption price of $0.10 per Warrant (the “Redemption Price”). On February 22, 2022, the Company issued a notice that the “Redemption Fair Market Value,” determined in accordance with the Warrant Agreement based on the volume weighted average price of the Common Stock for the 10 trading days immediately following the date on which notice of redemption was sent, was $10.33 and, accordingly, that holders exercising Warrants on a “cashless” basis before the Redemption Date would receive 0.261 shares of Common Stock per Warrant exercised. The Warrants were exercisable by their holders until immediately before 5:00 p.m. New York City time on the Redemption Date, either (i) on a cash basis, at an exercise price of $11.50 per share of Common Stock, or (ii) on a “cashless” basis in which the exercising holder would receive 0.261 shares of Common Stock per Warrant exercised. Between December 7, 2021 (the date the Warrants became exercisable) and the Redemption Date, an aggregate of 12,722,773 Warrants were exercised (including 17,785 on a cash basis and 12,704,988 on a “cashless” basis); an aggregate of 3,333,650 shares of Common Stock were issued upon exercise of the Warrants (including 17,785 shares in respect of cash exercises and 3,315,865 shares in respect of “cashless” exercises). A total of 377,187 Warrants remained outstanding and unexercised at the Redemption Date and were redeemed for an aggregate Redemption Price of $38.

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,958	$ 1,890
Accumulated depreciation	(1,656)	(1,168)
Total	2,302	722
Depreciation	410	344
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 265	164
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Computers and other equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,116	1,591
Computers and other equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Computers and other equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 577	$ 135
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years

DEBT OBLIGATIONS - Narrative (Details)			12 Months Ended
DEBT OBLIGATIONS - Narrative (Details)	Aug. 01, 2021 USD ($)	Apr. 29, 2020 USD ($) advance	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2019
Debt Instrument [Line Items]
Amortization of debt discount and issuance costs			$ 12,000	$ 8,000
Term Loan
Debt Instrument [Line Items]
Debt discount			$ 16,000
Secured Debt
Debt Instrument [Line Items]
Interest rate, stated percentage			4.00%	4.00%
Secured Debt \| Term Loan
Debt Instrument [Line Items]
Maximum available amount		$ 8,000,000
Number of term advances \| advance		3
Interest rate, stated percentage		4.00%
Letter of credit	$ 2,000,000
Interest rate, effective percentage						5.00%
Secured Debt \| Term Loan \| Prime Rate
Debt Instrument [Line Items]
Variable interest rate		0.75%
Secured Debt \| First term
Debt Instrument [Line Items]
Maximum available amount					$ 6,000,000
Term advance		$ 29,800,000
Secured Debt \| Second term
Debt Instrument [Line Items]
Maximum available amount		1,000,000			$ 1,000,000
Secured Debt \| Third term
Debt Instrument [Line Items]
Term advance		$ 39,900,000

SHARE BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	$ 41,404	$ 1,027
Cost of revenues
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	163	331
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	6,624	477
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	$ 34,617	$ 219

FAIR VALUE of FINANCIAL ASSETS AND LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair value for financial assets and liabilities

The following table presents the Company’s fair value hierarchy for financial assets and liabilities as of December 31, 2021 :


	Level 1		Level 2		Level 3		Total
Liabilities:
Public warrants	$	52,361					$	52,361
Private warrants			29,027				29,027
Earnout liability					134,173		134,173

Total	$	52,361	$	29,027	$	134,173	$	215,561

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of related party transactions


	December 31, 2021		December 31, 2020
Notes receivable	$	206	$	221

PROVISION FOR INCOME TAXES - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. operations	$ (101,146)	$ (14,084)
Foreign operations	(51,492)	(4,955)
LOSS BEFORE INCOME TAXES	$ (152,638)	$ (19,039)

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

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RELATED PARTY TRANSACTIONS - Notes Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Affiliated Entity \| Note Receivable With An Employee
Related Party Transaction [Line Items]
Notes receivable	$ 206	$ 221

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
NET REVENUES (including $435 and $0 related party revenues)	$ 23,736	$ 11,849
Interest income	22	4
Affiliated Entity
NET REVENUES (including $435 and $0 related party revenues)	$ 435	$ 0

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

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WARRANT LIABILITY

12 Months Ended

Dec. 31, 2021

Schedule of Cash and Cash Equivalents

WARRANT LIABILITY

In connection with the closing of the Business Combination, holders of Live Oak Class A ordinary shares automatically received Class A Common Stock of the Company, and holders of Live Oak warrants automatically received 13,100,000 warrants of the Company with substantially identical terms (“the Warrants”). At the Closing, 8,433,333 Live Oak public warrants automatically converted into 8,433,333 warrants to purchase one share of the Company’s Class A Common Stock at $11.50 per share (the “Public Warrants”), and 4,666,667 Private Placement Warrants held by the Sponsor and certain permitted transferees, each exercisable for one Class A ordinary share of Live Oak at $11.50 per share, automatically converted into warrants to purchase one share of the Company’s Class A Common Stock at $11.50 per share with substantially identical terms as the Public Warrants. On February 4, 2022, the Company gave notice that it would redeem all of the Warrants, as further described below.

The Warrants were exercisable only during the period commencing December 7, 2021 (12 months after the consummation of Live Oak’s initial public offering) and ending on the earlier of October 19, 2026 (five years after the Closing of the Business Combination) or, in the event of redemption, the corresponding redemption date. The Company had the right to redeem not less than all of the outstanding Public Warrants on 30 days’ notice, at a redemption price of $0.01 per Warrant, if the reported closing price of the Common Stock was at least $18.00 per share for any 20 of 30 trading days ending three business days before the notice of redemption, subject to certain other conditions. The Company also had the right to redeem not less than all of the outstanding Public Warrants on 30 days’ notice, at a redemption price of $0.10 per Warrant, if the reported closing price of the Common Stock was at least $10.00 per share for any 20 of 30 trading days ending three business days before the notice of redemption, subject to certain other conditions. If the Company elected to exercise the latter right to redeem the Public Warrants for $0.10 per Warrant, and the reported closing price of the Common Stock was less than $18.00 per share for any 20 of 30 trading days ending three business days before the notice of redemption, the Company was required to concurrently redeem the Private Placement Warrants on the same terms. In addition, in such event, holders of Warrants subject to redemption would have the right to exercise their Warrants on a “cashless” basis, whereby they would receive a fractional number of shares of Common Stock per Warrant exercised before the redemption date, based on the volume weighted average price of the Common Stock for the 10 trading days following notice of redemption (the “Redemption Fair Market Value”) and the time period between the redemption date and the original expiration of the Warrants in the absence of redemption.

On February 4, 2022, the Company issued a notice of redemption that it would redeem, at 5:00 p.m. New York City time on March 7, 2022 (the “Redemption Date”), all of the Company’s outstanding Public Warrants and Private Placement Warrants to purchase shares of the Company’s Class A Common Stock that were governed by the Warrant Agreement, dated as of December 2, 2020 (the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), at a redemption price of $0.10 per Warrant (the “Redemption Price”). On February 22, 2022, the Company issued a notice that the “Redemption Fair Market Value,” determined in accordance with the Warrant Agreement based on the volume weighted average price of the Common Stock for the 10 trading days immediately following the date on which notice of redemption was sent, was $10.33 and, accordingly, that holders exercising Warrants on a “cashless” basis before the Redemption Date would receive 0.261 shares of Common Stock per Warrant exercised. The Warrants were exercisable by their holders until immediately before 5:00 p.m. New York City time on the Redemption Date, either (i) on a cash basis, at an exercise price of $11.50 per share of Common Stock, or (ii) on a “cashless” basis in which the exercising holder would receive 0.261 shares of Common Stock per Warrant exercised. Between December 7, 2021 (the date the Warrants became exercisable) and the Redemption Date, an aggregate of 12,722,773 Warrants were exercised (including 17,785 on a cash basis and 12,704,988 on a “cashless” basis); an aggregate of 3,333,650 shares of Common Stock were issued upon exercise of the Warrants (including 17,785 shares in respect of cash exercises and 3,315,865 shares in respect of “cashless” exercises). A total of 377,187 Warrants remained outstanding and unexercised at the Redemption Date and were redeemed for an aggregate Redemption Price of $38.

The Company has reviewed the terms of warrants to purchase its Class A common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Equity. If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants in Other income (expense), net. The Company determined that all warrants are required to be carried as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. At the closing of the Business Combination on October 19, 2021, the warrants had an initial fair value of $35,763, which was recorded as liability and a reduction to additional paid in capital in the consolidated

balance sheet. As of December 31, 2021, the warrants had an aggregate fair value of $81,388, which resulted in a loss of $45,625 due to the increase in the fair value of the warrant liability subsequent to the Closing date.

The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants outstanding at December 31, 2021:


	Number of Shares	Exercise Price		Redemption Price		Expiration Date	Initial Fair Value

Public Warrants	8,418,232	$	11.50	$	18.00	October 19, 2026	$	23,023

Private Warrants	4,666,667	$	11.50	$	18.00	October 19, 2026	12,740

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

At December 31, 2021, 2020 and 2019, cash, cash equivalents and restricted cash per the statements of cash flows was as follows:


	2021		2020		2019
Cash and cash equivalents	$	268,252	$	38,869	$	5,970
Restricted cash	—		—		148
Total cash, cash equivalents and restricted cash	$	268,252	$	38,869	$	6,118

Schedule of Restricted Cash

At December 31, 2021, 2020 and 2019, cash, cash equivalents and restricted cash per the statements of cash flows was as follows:


	2021		2020		2019
Cash and cash equivalents	$	268,252	$	38,869	$	5,970
Restricted cash	—		—		148
Total cash, cash equivalents and restricted cash	$	268,252	$	38,869	$	6,118

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Cash Equivalent And Restricted cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 268,252	$ 38,869	$ 5,970
Restricted cash	0	0	148
Total cash, cash equivalents and restricted cash	$ 268,252	$ 38,869	$ 6,118

SUBSEQUENT EVENTS (Details)	Feb. 04, 2022 $ / shares shares	Feb. 22, 2022 day $ / shares	Oct. 19, 2021 day $ / shares shares	Dec. 02, 2020 $ / shares
Subsequent Event [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares			$ 11.50
Warrants converted (in shares)			375,189
The Warrants
Subsequent Event [Line Items]
Warrants outstanding (in shares)			13,100,000
The Warrants \| Subsequent Event
Subsequent Event [Line Items]
Warrants converted (in shares)	12,722,773
Warrants exercised, cash basis (in shares)	17,785
Warrants exercised, cashless basis (in shares)	12,704,988
Warrants outstanding (in shares)	377,187
Redemption, minimum price (in dollars per share) \| $ / shares	$ 38
The Warrants \| Common Class A
Subsequent Event [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares				$ 0.10
Volume weighted average price trading days \| day			10
The Warrants \| Common Class A \| Subsequent Event
Subsequent Event [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares	$ 11.50	$ 10.33
Volume weighted average price trading days \| day		10
Redemption conversion ratio		0.261
Warrants converted (in shares)	3,333,650
Warrants exercised, cash basis (in shares)	17,785
Warrants exercised, cashless basis (in shares)	3,315,865

LOSS PER SHARE

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

LOSS PER SHARE

LOSS PER SHARE:

Basic loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted earnings per share are calculated by dividing net loss by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding restricted stock units, the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method.

A summary of the loss per share calculation is as follows:


	Year Ended December 31,
(In thousands, except per share amounts)	2021		2020
Basic and diluted loss per common share: (1)
Net loss	$	(152,685)	$	(19,044)
Weighted-average common shares (2)	39,167		16,246
Basic and diluted loss per common share	$	(3.90)	$	(1.17)

(1)The Company’s potentially dilutive securities, which include unexercised stock options, unvested shares, preferred shares and warrants for common and preferred shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common

shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common shareholders for the periods indicated because including them would have had an antidilutive effect:


	Year Ended December 31,
(In thousands)	2021	2020
Redeemable convertible preferred stock shares	—	54,449
Warrants to purchase redeemable convertible preferred stock	—	176
Warrants to purchase common shares	13,085	1,107
Earnout shares	10,000	—
Unvested restricted stock units 2	4,525	—
Stock options potentially exercisable for common shares 2	17,753	12,981
	45,363	68,713

(2) Balances as of December 31, 2020 retroactively restated to give effect to the October 19, 2021 reverse recapitalization.

LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

A summary of the loss per share calculation is as follows:


	Year Ended December 31,
(In thousands, except per share amounts)	2021		2020
Basic and diluted loss per common share: (1)
Net loss	$	(152,685)	$	(19,044)
Weighted-average common shares (2)	39,167		16,246
Basic and diluted loss per common share	$	(3.90)	$	(1.17)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year Ended December 31,
(In thousands)	2021	2020
Redeemable convertible preferred stock shares	—	54,449
Warrants to purchase redeemable convertible preferred stock	—	176
Warrants to purchase common shares	13,085	1,107
Earnout shares	10,000	—
Unvested restricted stock units 2	4,525	—
Stock options potentially exercisable for common shares 2	17,753	12,981
	45,363	68,713

(2) Balances as of December 31, 2020 retroactively restated to give effect to the October 19, 2021 reverse recapitalization.

COMMITMENTS and CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 1,255	$ 859
Severance payments, aggregate amount to be paid	$ 1,443

INVENTORY

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

INVENTORY

Inventory consists of the following:


	December 31, 2021		December 31, 2020
Raw materials	$	60	$	1,042
Work-in-process	9,945		1,991
Finished goods	1,973		371
Total	$	11,978	$	3,404

PROVISION FOR INCOME TAXES - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 28,052	$ 17,146
Benefit of tax credit carry-forwards	207	207
Start up costs	2,009	1,648
Other	2,367	410
Valuation allowance	(32,382)	(19,392)
Deferred tax assets	253	19
Deferred tax liabilities:
Depreciation	(253)	(19)
Deferred tax liabilities	(253)	(19)
Net deferred tax balance	$ 0	$ 0

STOCKHOLDERS EQUITY (DEFICIT) - Forward Purchase Agreement (Details) - USD ($) $ in Millions	Nov. 18, 2021	Oct. 19, 2021	Oct. 06, 2021
Reverse Recapitalization [Line Items]
Aggregate offer price (in shares)		17,300,000
Aggregate purchase price		$ 173.0	$ 30.0
Common Class A
Reverse Recapitalization [Line Items]
Aggregate offer price (in shares)		39,477,026
Live Oak
Reverse Recapitalization [Line Items]
Right to sell, period			2 years
Live Oak \| Common Class A
Reverse Recapitalization [Line Items]
Right to purchase, shares (up to)			3,000,000
ACM
Reverse Recapitalization [Line Items]
Aggregate offer price (in shares)	3,000,000		3,000,000
Aggregate purchase price	$ 30.0

SHARE BASED COMPENSATION - Summary of restricted stock (Details) - $ / shares		12 Months Ended
	Aug. 25, 2021	Dec. 31, 2021	Dec. 31, 2020
Restricted Common Stock Awards
Shares (in thousands)
Outstanding balance at the beginning (in shares)		0
Granted (in shares)		4,081,000
Vested (in shares)		0
Forfeited (in shares)		0
Rescinded (in shares)		(4,081,000)
Outstanding balance at the end (in shares)		0	0
Weighted-Average Issuance Price
Weighted-average issuance price , outstanding balance at the beginning (in dollars per share)		$ 0	$ 0
Weighted-average issuance price , granted (in dollars per share)		0.29
Weighted-average issuance price , vested (in dollars per share)		0
Weighted-average issuance price , forfeited (in dollars per share)		0
Weighted-average issuance price, rescinded (in dollars per share)		0.29
Weighted-average issuance price , outstanding balance at the end (in dollars per share)		0	0
Weighted Average Grant Date Fair Value Per Share
Weighted average grant date fair value, outstanding balance at the beginning ( in dollars per share)		0
Weighted average grant date fair value, granted (in dollars per share)		5.53
Weighted average grant date fair value, vested (in dollars per share)		0
Weighted average grant date fair value, forfeited (in dollars per share)		0
Weighted average grant date fair value, rescinded (in dollars per share)		5.53
Weighted average grant date fair value, outstanding balance at the end ( in dollars per share)		$ 0	$ 0
Restricted Stock Unit Awards
Shares (in thousands)
Outstanding balance at the beginning (in shares)		0
Granted (in shares)	4,135,000	4,525,000
Vested (in shares)		(57,000)
Forfeited (in shares)		0
Unvested and outstanding at the end (in shares)		4,468,000
Outstanding balance at the end (in shares)		4,525,000	0
Weighted Average Grant Date Fair Value Per Share
Weighted average grant date fair value, outstanding balance at the beginning ( in dollars per share)		$ 0
Weighted average grant date fair value, granted (in dollars per share)		9.62
Weighted average grant date fair value, vested (in dollars per share)		9.62
Weighted average grant date fair value, forfeited (in dollars per share)		0
Weighted average grant date fair value, outstanding balance at the end ( in dollars per share)		$ 9.62	$ 0

COMMITMENTS and CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Future minimum lease payments under all non-cancelable lease agreements as of December 31, 2021, are as follows:


	December 31, 2021
2022	$	966
2023	585
2024	170
2025	—
2026	—
Thereafter	—
Total future minimum lease payments	$	1,721

EMPLOYEE BENEFIT PLAN	12 Months Ended
EMPLOYEE BENEFIT PLAN	Dec. 31, 2021
Postemployment Benefits [Abstract]
EMPLOYEE BENEFIT PLAN	EMPLOYEE BENEFIT PLANThe Company sponsors a 401(k) tax-deferred savings plan for all employees in the United States who meet certain eligibility requirements. Participants may contribute up to the amount allowable as a deduction for federal income tax purposes. The Company contributes a certain percentage of employee annual salaries on a discretionary basis, not to exceed an established threshold. For the years ended December 31, 2021 and 2020, the Company made $332 and $270, respectively, in matching contributions to the 401(k) plan.

STOCKHOLDERS EQUITY (DEFICIT)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS EQUITY (DEFICIT)

Common Stock

As of December 31, 2021, the Company has 751,000,000 authorized shares of capital stock, each with a par value of $0.0001 per share, consisting of (a) 750,000,000 shares of common stock (the “Common Stock”), including (i) 740,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 10,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock. As of December 31, 2021 163,114,238 shares of Class A Common Stock are issued and outstanding or reserved for potential issuance related to the exercise of stock options, the vesting of restricted common stock, the potential issuance of earnout shares and the exercise of warrants.

Reverse Recapitalization

The Business Combination was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Under the guidance in Accounting Standards Codifications (“ASC”) Topic 805, Navitas is treated as the “acquirer” for financial reporting purposes. As such, the Company is deemed the accounting predecessor of the combined business and is the successor registrant for U.S. Securities and Exchange Commission (“SEC”) purposes, meaning that the Company’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. The most significant change in our reported financial position and results of operations was net cash proceeds of $298,054 from the merger transaction, which includes $173,000 in gross proceeds from the PIPE financing that was consummated in conjunction with the Business Combination. The increase in cash was offset by transaction costs incurred by Navitas in connection with the Business Combination of approximately $24,967. Substantially all of the transaction costs were paid as of December 31, 2021.


	Class A Common Stock
	Shares	Par Amount		Additional Paid in Capital
PIPE and SPAC financing	117,733,507	$	12	$	298,054
Transaction expenses		$	—	$	(24,967)
Conversion of redeemable preferred stock				$	109,506
Earnout liability		$	—	$	(96,069)
Warrants liability		$	—	$	(35,763)
Reverse recapitalization on October 19, 2021	117,733,507	$	12	$	250,761

Series B-2 convertible preferred stock

During 2020, the Company amended its articles of incorporation and authorized the issuance of up to 24,027,913 shares of a new class of stock, Series B-2. The Company entered into Series B-2 purchase agreements with 13 investors for 18,198,891 shares of Series B-2 for an aggregate purchase price of $53,085. The Company incurred $706 of direct costs related to the issuance of Series B-2 shares, which is recorded as a reduction of the Series B-2 convertible preferred stock. All of the Series B-2 shares were converted to common shares at the Closing based on the Exchange Ratio.

Preferred stock conversion rights

Under the terms of the July 5, 2018 amended articles of incorporation, Series A, Series B, Series B-1 and Series B-2 shares (collectively, the “Preferred Stock”) are convertible into common stock at the option of the holders at any time after issuance. Preferred Stock shares are automatically converted upon the firm underwriting commitment for an initial public offering of aggregate proceeds not less than $100,000 or upon receipt by the Company of a conversion request by at least 60% of the outstanding Preferred Stock shares. The number of common units issuable upon conversion is determined based on original issuance price divided by the conversion price. The Series A conversion price is equal to the original issuance price of $1.05 per share, the Series B conversion price is equal to the original issuance price of $1.94 per share, the Series B-1 conversion price is equal to the original issuance price of $2.79 per share and the Series B-2 conversion price is equal to the original issuance price of $2.92 per share. The conversion prices may be adjusted downward if subsequent dilutive events occur such as an issuance of additional equity. The conversion prices cannot drop below $0.01 per share. All of the Company’s outstanding Preferred Stock was converted to common shares at the Closing based on the Exchange Ratio.

Preferred stock distribution, redemption and liquidation preference

Series A, Series B, Series B-1 and Series B-2 shareholders are entitled to an annual, noncumulative, dividend preference of $0.08, $0.15, $0.22 and $0.23 per share, respectively. Preferred shareholders are entitled to receive dividends, when, as and if declared by the Company’s Board of Directors. The Company has not declared or paid dividends since its inception. Dividends may be made to common stockholders after satisfying the Preferred Stock dividend preferences. Payment of dividends is made on a pro-rata basis in proportion to the number of shares held by each shareholder. In addition, the Preferred Stock can be redeemed by the holders upon certain events outside of the Company’s sole control, such as a Liquidation Event (as defined in the Company’s constitution), at the Liquidation Preference amount plus declared but unpaid dividends. As such, Preferred Stock is presented outside of permanent equity on the Company’s consolidated balance sheets. The preferred stock is recorded in the consolidated balance sheets at its original issuance less issuance costs. When and if a Liquidation Event becomes probable, the preferred stock will be adjusted to its redemption amount.

Series A, Series B, Series B-1 and Series B-2 shareholders are entitled to a $1.05, $1.94, $2.79 and $2.92 per share liquidation preference, respectively, subject to adjustment for any declared but unpaid dividends. After satisfying the Preferred Stock liquidation preference, remaining assets will be distributed pro-rata to the holders of common stock in proportion to the number of shares held by each holder of common stock. In the case of a Liquidation Event, to the extent that assets available for liquidation are less than the amount necessary to satisfy the liquidation preference, assets will be liquidated on a pro-rata basis to the Preferred Stock shareholders in proportion to the number of Series A, Series B, Series B-1 and Series B-2 shares held by each holder of Preferred Stock. After satisfying the Preferred Stock liquidation

preference, remaining assets will be distributed pro-rata to the holders of common stock in proportion to the number of shares held by each holder of common stock.

Forward Purchase Agreement

On October 6, 2021, Live Oak entered into a forward purchase agreement with ACM ARRT VII A LLC, an affiliate of Atalaya Capital Management LP (“ACM”), pursuant to which ACM had the right, but not the obligation, to purchase up to 3,000,000 shares of Class A Common Stock from shareholders who had redeemed shares, or indicated an interest in redeeming shares, prior to the closing of the Business Combination. The agreement provided for ACM to sell shares it purchased under the agreement to the Company on the second anniversary of the effective date of the agreement, at the redemption price in effect prior to Closing. ACM purchased 3,000,000 such shares and, immediately following the Closing, pursuant to the agreement, the Company paid to ACM the forward price of approximately $30 million. ACM also had the right to sell such shares to others during the two-year term, terminating the Company’s forward purchase obligations, and repaying to the Company a portion of the forward price, in amounts corresponding to the number of shares sold. ACM’s obligations under the agreement were secured by liens on the proceeds of any such sale or other disposition of such shares, and liens on a deposit account into which such proceeds were required to be deposited. On November 18, 2021, ACM notified the Company that it had sold 3,000,000 shares covered by the agreement. As a result, a total of approximately $30 million was remitted to the Company by ACM.

Warrants

Share and per share amounts below have not been adjusted to reflect the impact of the Exchange Ratio in the reverse recapitalization.

The Company issued warrants in connection with its previously outstanding term loan agreement with a bank (see Note 6). Under the original term loan agreement, the Company issued 96,300 warrants in 2016 to the bank. These warrants are exercisable into Series A shares at a price of $1.05 per share and expire on February 16, 2026. In connection with the modification of the term loan agreement on March 6, 2018, the Company issued an additional 49,223 warrants to the bank. These warrants are exercisable into Series B shares at a price of $1.94 per share and expire on March 6, 2018. The warrants issued to the bank may be exercised through payment of cash or net share settlement. The warrants issued to the bank are automatically net share settled upon expiration, acquisition of the Company or an initial public offering (including the Business Combination). The warrants were exercised through net share settlement in 2021, prior to the Closing.

On September 6, 2018, the Company issued 717,424 warrants to a potential customer. The warrants are exercisable into Series B-1 shares at a price of $2.79 per share and expire on January 31, 2020. The warrants vest based on purchases by the customer from January 1, 2019 through December 31, 2019. The warrants are exercisable through payment of cash. As of the date of grant and December 31, 2019, the Company has determined that it was not probable that the customer will make enough purchases to begin vesting, and, accordingly, no expense has been recognized. The warrants did not vest and were cancelled effective January 31, 2020.

On September 7, 2018, the Company issued 215,227 warrants to an investor entity that is involved in generating sales for the Company. The warrants are exercisable into shares of common stock at a price of $0.22 per share and expire on September 7, 2023. The warrants vest based on sales generated by the investor entity through May 15, 2021. The warrants are exercisable through payment of cash or net share settlement. As of the date of grant and December 31, 2019, the investor entity had met the performance conditions for vesting of 21,522 warrants, and, accordingly, an expense amounting to $1 was recognized. The warrants vest and are automatically net share settled upon acquisition of the Company or an initial public offering (including the Business Combination). The remaining warrants vested in 2021 and were exercised for cash payment of $47 in the fourth quarter of 2021, prior to the Closing.

On April 29, 2020, the Company issued warrants in connection with its loan and security agreement with a new bank. Pursuant to the agreement, the Company issued 30,000 warrants that are exercisable into Series B-2 Preferred Stock at a price of $2.92 per share and expire on April 30, 2030. The warrants issued to the bank may be exercised through payment of cash or net share settlement. The warrants are automatically net share settled upon expiration, acquisition of the Company or an initial public offering (including the Business Combination). The warrants were exercised through net share settlement in the fourth quarter of 2021, prior to the Closing.

On December 16, 2020, the Company issued 548,523 warrants to an investor entity that is also an end-customer of the Company. Vested warrants are exercisable into shares of common stock at a price of $0.29 per share and expire on December 16, 2025. The warrants vest based on purchases (indirectly) by the investor entity through December 31, 2021. The warrants are exercisable through payment of cash or net share settlement. As of December 31, 2020, the Company determined it was probable the investor would achieve the performance threshold for vesting, consequently, the company began recognizing the vesting charge for the fair value of the warrants as a reduction of revenue in proportion to the revenue generated. The Company recognized contra-revenue in the amount of $163 and $331 for the years ended December 31, 2021 and 2020, respectively. The warrants were exercised through net share settlement in 2021, prior to the Closing.

On December 29, 2020, the Company issued 342,827 warrants to an investor entity that is also an end-customer of the Company. Vested warrants are exercisable for shares of common stock at a price of $0.29 per share and expire on December 29, 2025. The warrants vest based on purchases (indirectly) by the investor entity through December 31, 2021. The warrants are exercisable through payment of cash or net share settlement. As of the date of grant and December 31, 2021, the Company determined that it was not probable the investor entity would meet the performance conditions for vesting of the warrants, and, accordingly, no expense was recognized as of December 31, 2021. The warrants did not vest by the end of the vesting period and thus expired effective December 31, 2021.

The Company determined that all warrants issued should be classified as equity at the grant date fair value. The Company determined the grant date fair value using the Black-Scholes option pricing model.

The weighted-average assumptions used in calculating the fair value of the warrants issued during the year ended December 31, 2020 are as follows:


	2020
Expected dividend yield	—
Risk-free interest rate	0.21		%
Expected life in years	2.5
Expected volatility	68		%
Weighted-average fair value of warrants granted	$	0.85

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

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DEBT OBLIGATIONS

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

DEBT OBLIGATIONS

DEBT OBLIGATIONSOn April 29, 2020, the Company entered into a loan and security agreement with a new bank (the “Term Loan”), which provides for term advances up to $8,000. The loan is divided into three term advances, First Term Advance, Second Term Advance and Third Term Advance. The First Term Advance has a maximum available amount of $6,000. The Second Term Advance has a maximum available amount of $1,000 and is subject to the Company receiving aggregate net proceeds from Series B-2 Preferred Stock of $29,800 by no later than September 30, 2020. The Third Term Advance has a maximum available amount of $1,000 and is subject to the Company receiving aggregate net proceeds from Series B-2 Preferred Stock of $39,900 by no later than September 30, 2020. The Term Loan bears interest at a rate equal to the greater of (i) US Prime Rate plus 0.75% and (ii) 4% and is collateralized by all assets of the Company. As of December 31, 2021and 2020, the interest rate was 4%. The loan is payable in monthly installments beginning September 1, 2021 with a final maturity date of January 1, 2024. Concurrent with the execution of the Term Loan, the Company paid off the

outstanding principal balance and accrued interest on its then-existing long-term debt ( which bore interest at 5% at December 31, 2019) with a different bank, fully satisfying its obligations. On August 1, 2021, the Company drew down $2,000, the maximum available amount under the Second Term Advance and Third Term Advance.

In connection with execution of the Term Loan, the Company issued warrants to the bank (see Note 11). The fair value of the warrants at the date of issuance was $16 and was recorded as debt discount, subject to amortization using the effective interest rate method over the term of the loan.

Amortization of debt discount and issuance costs for the years ended December 31, 2021 and 2020 was $12 and $8, respectively. Amortization of debt discount and issuance costs includes the write-off of unamortized costs as of the date that the prior term loan was extinguished in 2020.

The following is a summary of the carrying value of long-term debt as of December 31, 2021 and 2020:


	2021		2020
Note payable	$	6,933	$	6,000
Less: Current portion	(3,200)		(1,000)
Less: Debt discount and issuance costs	(17)		(29)
Note payable, net of current portion	$	3,716	$	4,971

As of December 31, 2021, future scheduled principal payments of debt obligations were as follows:


Fiscal Year
2022	$	3,200
2023	3,200
2024	533
2025	—
2026	—
Thereafter	—
Total	$	6,933

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

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FAIR VALUE of FINANCIAL ASSETS AND LIABILITIES

FAIR VALUE of FINANCIAL ASSETS AND LIABILITIES

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

The accounting guidance on fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices for identical assets in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

The short-term nature of the Company’s cash and cash equivalents, accounts receivable, debt and current liabilities causes each of their carrying values to approximate fair value for all periods presented.

The following table presents the Company’s fair value hierarchy for financial assets and liabilities as of December 31, 2021 :


	Level 1		Level 2		Level 3		Total
Liabilities:
Public warrants	$	52,361					$	52,361
Private warrants			29,027				29,027
Earnout liability					134,173		134,173

Total	$	52,361	$	29,027	$	134,173	$	215,561

The liability for the Private Warrants is a level 2 valuation because there is no active market. The Company did not transfer any investments between level 1 and level 2 of the fair value hierarchy in the years ended December 31, 2021 and 2020.

Beginning balance, redeemable convertible preferred stock (in shares) at Dec. 31, 2019

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

+ References + Details

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)
$ in Thousands

Total

Series A redeemable convertible preferred stock

Series B redeemable convertible preferred stock

Series B-1 redeemable convertible preferred stock

Series B-2 redeemable convertible preferred stock

Common stock

Additional paid in capital

Accumulated deficit

Notes receivable - shareholder’s

Accumulated comprehensive income (loss)

16,620,000

14,213,000

5,416,000

Beginning balance, redeemable convertible preferred stock at Dec. 31, 2019

$ 14,970

$ 27,371

$ 14,786

$ 0

Increase (Decrease) in Temporary Equity [Roll Forward]

Issuance of preferred stock (in shares)

18,199,000

Issuance of preferred stock

$ 53,085

Preferred stock issuance costs

$ (706)

Ending balance, redeemable convertible preferred stock (in shares) at Dec. 31, 2020

16,620,018

14,213,431

5,416,551

18,198,891

Ending balance, redeemable convertible preferred stock at Dec. 31, 2020

$ 14,970

$ 27,371

$ 14,786

$ 52,379

Beginning balance, common stock (in shares) at Dec. 31, 2019

^[1]

16,039,000

Beginning balance, common stock at Dec. 31, 2019

$ (54,454)

$ 1

$ 2,483

$ (56,938)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock under employee stock option and stock awards plans (in shares)

^[1]

735,000

Issuance of common stock under employee stock option and stock award plans

$ 1

Issuance of warrants

Stock-based compensation expense related to employee stock awards

1,027

Foreign currency translation adjustment

(1)

Net loss

$ (19,044)

(19,044)

Ending balance, common stock (in shares) at Dec. 31, 2020

16,774,044

16,774,000

^[1]

Ending balance, common stock at Dec. 31, 2020

$ (72,424)

$ 2

3,557

(75,982)

(1)

Ending balance, redeemable convertible preferred stock (in shares) at Dec. 31, 2021

Ending balance, redeemable convertible preferred stock at Dec. 31, 2021

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock under employee stock option and stock awards plans (in shares)

^[1]

6,331,000

Issuance of common stock under employee stock option and stock award plans

517

$ 1

1,699

(1,183)

Reverse recapitalization on October 19, 2021 (in shares)

(16,620,000)

(14,213,000)

(5,416,000)

(18,199,000)

99,375,000

^[1]

Reverse recapitalization on October 19, 2021

250,773

$ (14,970)

$ (27,371)

$ (14,786)

$ (52,379)

$ 12

250,761

Stock-based compensation expense related to employee stock awards

$ 39,404

39,404

Rescission of common stock awards (in shares)

^[1]

(4,729,000)

Rescission of common stock awards

$ (48)

(1,231)

1,183

Foreign currency translation adjustment

(1)

Net loss

$ (152,685)

(152,685)

Ending balance, common stock (in shares) at Dec. 31, 2021

117,750,608

117,751,000

^[1]

Ending balance, common stock at Dec. 31, 2021

$ 65,536

$ 15

$ 294,190

$ (228,667)

$ 0

$ (2)

[1]	Retroactively restated to give effect to the October 19, 2021 reverse recapitalization.

COMMITMENTS and CONTINGENCIES

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS and CONTINGENCIES

Lease commitments

The Company leases its corporate offices and certain equipment under noncancellable operating leases expiring through September 2023. For the years ended December 31, 2021 and 2020, total rental expense under the operating leases that have initial or remaining lease terms in excess of one year is $1,255 and $859, respectively.

Future minimum lease payments under all non-cancelable lease agreements as of December 31, 2021, are as follows:


	December 31, 2021
2022	$	966
2023	585
2024	170
2025	—
2026	—
Thereafter	—
Total future minimum lease payments	$	1,721

Purchase Obligations

At December 31, 2021, the Company had no non-cancelable purchase obligations that were due beyond one year.

Employment agreements

The Company has entered into agreements with certain employees to provide severance payments to the employees for termination for reasons other than cause, death or disability. Aggregate payments that would be required to be made in the event of termination under the agreements are approximately $1,443. At December 31, 2021 and 2020, no terminations have occurred or are expected to occur pursuant to these arrangements and, accordingly, no termination benefits have been accrued.

Indemnifications

The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (DSA). Each DSA contains the relevant terms of the contractual arrangement with the distributor, and generally includes certain provisions for indemnifying the distributor against losses, expenses, and liabilities from damages that may be awarded against the distributor in the event the Company’s products are found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party (Customer Indemnification). The DSA generally limits the scope of and remedies for the Customer Indemnification obligations in a variety of industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to replace an infringing product. The Company also, from time to time, has granted a specific indemnification right to individual customers.

The Company believes its internal development processes and other policies and practices limit its exposure related to such indemnifications. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its distributors or end customers for any losses related to these indemnifications and no material claims were outstanding as of December 31, 2021. For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnifications.

Legal proceedings and contingencies

From time to time in the ordinary course of business, the Company may become involved in lawsuits, or end customers and distributors may make claims against the Company. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company is not currently subject to any pending actions or regulatory proceedings that either individually or in the aggregate are expected to have a material impact on its consolidated financial statements.

SHARE BASED COMPENSATION - Schedule of valuation assumption (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Weighted-average fair value of warrants granted (in dollars per share)	$ 0.44	$ 0.44
Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rates	0.42%	0.42%
Expected volatility	44.00%	44.00%
Expected dividend yield	0.00%	0.00%
Expected life in years	6 years	6 years
Weighted-average fair value of warrants granted (in dollars per share)	$ 0.48	$ 0.48
LTIP Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rates	1.47%
Expected volatility	42.48%
Expected dividend yield	0.00%
Cost of equity (for derived service period)	13.71%
Weighted-average fair value of warrants granted (in dollars per share)	$ 6.05

STOCKHOLDERS EQUITY (DEFICIT) - Reverse Recapitalization (Details) $ in Thousands	Oct. 19, 2021 USD ($) shares
Reverse Recapitalization [Line Items]
Gross proceeds from merger transaction	$ 298,054
Gross proceeds from PIPE financing	173,000
Transaction costs	24,967
Transaction expenses	(24,967)
Additional Paid-in Capital
Reverse Recapitalization [Line Items]
Transaction costs	24,967
PIPE and SPAC financing	298,054
Transaction expenses	(24,967)
Conversion of redeemable preferred stock	109,506
Earnout liability	(96,069)
Warrants liability	(35,763)
Reverse recapitalization on October 19, 2021	$ 250,761
Common Class A
Reverse Recapitalization [Line Items]
PIPE and SPAC financing (in shares) \| shares	117,733,507
Reverse recapitalization on October 19, 2021 (in shares) \| shares	117,733,507
PIPE and SPAC financing	$ 12
Reverse recapitalization on October 19, 2021	$ 12

EARNOUT LIABILITY - Valuation Model and Assumptions (Details) - Earnout shares	Oct. 19, 2021
Risk-free interest rate
Class of Warrant or Right [Line Items]
Earnout liability, measurement input	0.0123
Equity volatility rate
Class of Warrant or Right [Line Items]
Earnout liability, measurement input	0.5500

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

12 Months Ended

Dec. 31, 2021

Risks and Uncertainties [Abstract]

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

Customer Concentration

Nearly all of the Company’s revenues are attributable to sales of the Company’s products to distributors of electronic components. These distributors sell the Company’s products to a range of end users, including OEMs and merchant power supply manufacturers.

The following customers represented 10% or more of the Company’s net revenues for the respective years:


	Year ended December 31,
Customer	2021		2020
Distributor A	15	%	31	%
Distributor B	*		21
Distributor C	21		16
Distributor D	19		13
Distributor E	*		18
Distributor F	16		*

*Total customer revenue was less than 10% of net revenues.

No other customers accounted for 10% or more of the Company’s net revenues in the periods presented.

Revenues by Geographic Area


	Year ended December 31,
Country	2021		2020
China	74	%	86	%
United States	18		7
Taiwan	3		3
Korea	5		2
All others	—		2
Total	100	%	100	%

Long-lived Assets

Substantially all of the Company’s long-lived assets are located in the United States and the Philippines.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consisted principally of cash, cash equivalents and trade receivables. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. The Company has not experienced any losses on cash or cash equivalents held at financial institutions. The Company does not have any off-balance-sheet credit exposure related to its customers.

The following customers represented 10% or more of accounts receivable:

As of December 31,

Customer

2021

2020

Distributor A

Distributor B

Distributor C

Distributor D

Distributor E

Distributor F

*Total customer accounts receivable was less than 10% of net accounts receivables.

No other customers accounted for 10% or more of the Company’s accounts receivable in the periods presented.

Concentration of Supplier Risk

The Company currently relies on a single foundry to produce wafers for GaN ICs. Loss of the relationship with this supplier could have a substantial negative effect on the Company. Additionally, the Company relies on a limited number of third-party subcontractors and suppliers for testing, packaging and certain other tasks. Disruption or termination of supply sources or subcontractors, including due to the COVID-19 pandemic or natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company. Although there are generally alternate sources for these materials and services, qualification of the alternate sources could cause delays sufficient to have a material adverse effect on the Company. A significant amount of the Company’s third-party subcontractors and suppliers, including third-party foundries that supply wafers for GaN ICs, are located in Taiwan. A significant amount of the Company’s assembly and test operations are conducted by third-party contractors in Taiwan and the Philippines.

EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Postemployment Benefits [Abstract]
Matching contributions	$ 332	$ 270

WARRANT LIABILITY - Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Feb. 04, 2022 $ / shares shares	Oct. 19, 2021 USD ($) day $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)	Feb. 22, 2022 day $ / shares	Dec. 02, 2020 $ / shares
Class of Warrant or Right [Line Items]
Number of shares exercisable under warrants (in shares)		1
Warrants exercised (in shares)		375,189
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 11.50
Initial fair value \| $		$ 35,763	$ 81,388
Loss from change in fair value of warrants \| $			$ 45,625	$ 0
The Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		13,100,000
Warrant exercisable after IPO, period		12 months
Warrant exercise period		5 years
The Warrants \| Subsequent Event
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	377,187
Warrants exercised (in shares)	12,722,773
Warrants exercised, cash basis (in shares)	17,785
Warrants exercised, cashless basis (in shares)	12,704,988
Redemption, minimum price (in dollars per share) \| $ / shares	$ 38
The Warrants \| Common Class A
Class of Warrant or Right [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares						$ 0.10
Volume weighted average price trading days \| day		10
The Warrants \| Common Class A \| Subsequent Event
Class of Warrant or Right [Line Items]
Warrants exercised (in shares)	3,333,650
Warrants, exercisable price (in dollars per share) \| $ / shares	$ 11.50				$ 10.33
Volume weighted average price trading days \| day					10
Redemption conversion ratio					0.261
Warrants exercised, cash basis (in shares)	17,785
Warrants exercised, cashless basis (in shares)	3,315,865
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		8,433,333
Number of shares exercisable under warrants (in shares)		1
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 11.50
Public Warrants \| Redemption Option One
Class of Warrant or Right [Line Items]
Written notice of redemption, period		3 days
Public Warrants \| Redemption Option Two
Class of Warrant or Right [Line Items]
Written notice of redemption, period		3 days
Public Warrants \| Redemption Option Three
Class of Warrant or Right [Line Items]
Written notice of redemption, period		3 days
Public Warrants \| Common Class A
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		8,433,333	8,418,232
Number of shares exercisable under warrants (in shares)		1
Warrants, exercisable price (in dollars per share) \| $ / shares			$ 11.50
Redemption, minimum price (in dollars per share) \| $ / shares			$ 18.00
Public Warrants \| Common Class A \| Redemption Option One
Class of Warrant or Right [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 0.01
Written notice of redemption, period		30 days
Redemption, threshold trading days \| day		20
Redemption, threshold consecutive trading days \| day		30
Public Warrants \| Common Class A \| Redemption Option One \| Minimum
Class of Warrant or Right [Line Items]
Reported closing price of Common Stock (in dollar per share) \| $ / shares		$ 18.00
Public Warrants \| Common Class A \| Redemption Option Two
Class of Warrant or Right [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 0.10
Written notice of redemption, period		30 days
Redemption, threshold trading days \| day		20
Redemption, threshold consecutive trading days \| day		30
Public Warrants \| Common Class A \| Redemption Option Two \| Minimum
Class of Warrant or Right [Line Items]
Reported closing price of Common Stock (in dollar per share) \| $ / shares		$ 10.00
Public Warrants \| Common Class A \| Redemption Option Three
Class of Warrant or Right [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 0.10
Redemption, threshold trading days \| day		20
Redemption, threshold consecutive trading days \| day		30
Public Warrants \| Common Class A \| Redemption Option Three \| Minimum
Class of Warrant or Right [Line Items]
Reported closing price of Common Stock (in dollar per share) \| $ / shares		$ 18.00
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		4,666,667
Number of shares exercisable under warrants (in shares)		1
Warrants exercised (in shares)		4,666,667
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 11.50
Private Placement Warrants \| Common Class A
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			4,666,667
Number of shares exercisable under warrants (in shares)		1
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 11.50	$ 11.50
Redemption, minimum price (in dollars per share) \| $ / shares			$ 18.00
Private Placement Warrants \| Class A Ordinary Shares
Class of Warrant or Right [Line Items]
Number of shares exercisable under warrants (in shares)		1
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 11.50

STOCKHOLDERS EQUITY (DEFICIT) - Common Stock and Preferred Stock (Details)

12 Months Ended

Oct. 19, 2021

USD ($)

Oct. 06, 2021

USD ($)

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

investor

Dec. 31, 2019

Jul. 05, 2018

USD ($)

$ / shares

Capital stock, authorized (in shares)

751,000,000

Capital stock, par value (in dollars per share) | $ / shares

$ 0.0001

Preferred stock, authorized (in shares)

740,000,000

93,000,000

1,000,000

Common stock shares issued (in shares)

117,750,608

16,774,044

Aggregate offer price (in shares)

117,733,507

117,750,608

16,774,044

17,300,000

Aggregate purchase price | $

$ 173,000,000

$ 30,000,000

Direct costs related to issuance | $

$ 24,967,000

$ 0

Minimum aggregate proceeds in initial public offering | $

$ 100,000

Minimum aggregate proceeds in initial public offering, percentage

60.00%

Minimum

Preferred stock, convertible (in dollars per share) | $ / shares

$ 0.01

Common Stock

750,000,000

^[1]

117,751,000

16,774,000

16,039,000

Common Class A

Common stock shares issued (in shares)

740,000,000

163,114,238

Aggregate offer price (in shares)

163,114,238

39,477,026

Common Class B

10,000,000

Series A redeemable convertible preferred stock

6,315,000

Redeemable convertible preferred stock, authorized (in shares)

16,716,348

Preferred stock, convertible (in dollars per share) | $ / shares

1.05

Preferred Stock, Dividends (in dollars per share) | $ / shares

$ 0.08

Preferred stock, liquidation preference (in dollars per share) | $ / shares

$ 1.05

Series B redeemable convertible preferred stock

Redeemable convertible preferred stock, authorized (in shares)

14,262,664

Preferred stock, convertible (in dollars per share) | $ / shares

1.94

Preferred Stock, Dividends (in dollars per share) | $ / shares

$ 0.15

Preferred stock, liquidation preference (in dollars per share) | $ / shares

$ 1.94

Series B-1 redeemable convertible preferred stock

Redeemable convertible preferred stock, authorized (in shares)

6,133,979

Preferred stock, convertible (in dollars per share) | $ / shares

2.79

Preferred Stock, Dividends (in dollars per share) | $ / shares

$ 0.22

Preferred stock, liquidation preference (in dollars per share) | $ / shares

$ 2.79

Series B-2 redeemable convertible preferred stock

Redeemable convertible preferred stock, authorized (in shares)

24,027,913

Number of investors | investor

Direct costs related to issuance | $

$ 706,000

Preferred stock, convertible (in dollars per share) | $ / shares

$ 2.92

Preferred Stock, Dividends (in dollars per share) | $ / shares

$ 0.23

Preferred stock, liquidation preference (in dollars per share) | $ / shares

$ 2.92

Series B-2 redeemable convertible preferred stock | Private Placement

Aggregate offer price (in shares)

18,198,891

Aggregate purchase price | $

$ 53,085,000

[1]	Retroactively restated to give effect to the October 19, 2021 reverse recapitalization.

PROVISION FOR INCOME TAXES - Reconciliation of Federal Statutory Income Tax Rate to the Company's Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Provision computed at Federal statutory rate	21.00%	21.00%
Change in valuation allowance	(8.50%)	(17.20%)
Return to provision adjustments	1.00%	(6.70%)
Foreign income tax rate and benefit	0.10%	6.70%
Effect of permanent differences	0.40%	(0.20%)
Non-deductible expenses - mark to market liabilities	(11.50%)	0.00%
Stock based compensation	(5.50%)	(0.50%)
State tax, net of federal	2.70%	0.20%
Deferred tax asset and liability adjustment	0.40%	(3.20%)
Other	(0.10%)	(0.10%)
Total	(0.00%)	0.00%

EARNOUT LIABILITY (Tables)

12 Months Ended

Dec. 31, 2021

Fair value of the warrants

The valuation model utilized the following assumptions:



Risk-free interest rate	1.23	%
Equity volatility rate	55.00	%

The weighted-average assumptions used in calculating the fair value of the warrants issued during the year ended December 31, 2020 are as follows:


	2020
Expected dividend yield	—
Risk-free interest rate	0.21		%
Expected life in years	2.5
Expected volatility	68		%
Weighted-average fair value of warrants granted	$	0.85

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

At December 31, 2021 and 2020, property and equipment, net consist of the following:


	2021		2020
Furniture and fixtures	$	265	$	164
Computers and other equipment	$	3,116	$	1,591
Leasehold improvements	$	577	$	135
	$	3,958	$	1,890
Accumulated depreciation	$	(1,656)	$	(1,168)
Total	$	2,302	$	722

For the years ended December 31, 2021 and 2020, depreciation expense was $410 and $344, respectively, and was determined using the straight-line method over the following estimated useful lives:


Furniture and fixtures			3 — 7 years
Computers and other equipment			2 — 5 years
Leasehold improvements			2 — 5 years

ORGANIZATION AND BASIS OF PRESENTATION - Narrative (Details) $ / shares in Units, $ in Millions	Oct. 19, 2021 USD ($) tranche day $ / shares shares	Oct. 12, 2021 USD ($) $ / shares shares	Oct. 06, 2021 USD ($)	Dec. 31, 2021 $ / shares shares	Oct. 18, 2021 USD ($)	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 shares
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	117,733,507			117,750,608		16,774,044
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001		$ 0.0001
Aggregate offer price (in shares)	17,300,000
Right to receive, contingent period	5 years
Earnout period excluded from contingent right to receive	150 days
Purchase price (in dollars per share) \| $ / shares	$ 10.00
Aggregate purchase price \| $	$ 173.0		$ 30.0
Shares repurchased (in shares)		10,135,544
Shares repurchased (in dollars per share) \| $ / shares		$ 10.00
Redemption price, aggregate amount \| $		$ 101.4
Trust account balance \| $					$ 152.0
Option to acquire aggregate shares of Common Stock (in shares)	11,276,706			11,253,000		12,981,000	9,932,000
Warrants converted (in shares)	375,189
Warrants, exercisable price (in dollars per share) \| $ / shares	$ 11.50
Number of shares exercisable under warrants (in shares)	1
Exchange ratio	1.0944
Public Warrants
Reverse Recapitalization [Line Items]
Warrants outstanding (in shares)	8,433,333
Warrants, exercisable price (in dollars per share) \| $ / shares	$ 11.50
Number of shares exercisable under warrants (in shares)	1
Exchange ratio of common stock to each warrant	0.33
Private Placement Warrants
Reverse Recapitalization [Line Items]
Warrants converted (in shares)	4,666,667
Warrants outstanding (in shares)	4,666,667
Warrants, exercisable price (in dollars per share) \| $ / shares	$ 11.50
Number of shares exercisable under warrants (in shares)	1
Restricted Stock Unit Awards
Reverse Recapitalization [Line Items]
Option to acquire aggregate shares of common stock (in shares)	4,525,344			4,525,000		0
Navitas Ireland
Reverse Recapitalization [Line Items]
Stock converted in reverse recapitalization (in shares)	39,477,026
Navitas Delaware
Reverse Recapitalization [Line Items]
Stock converted in reverse recapitalization (in shares)	39,477,026
PIPE Investors
Reverse Recapitalization [Line Items]
Aggregate offer price (in shares)	17,300,000
Earnout shares
Reverse Recapitalization [Line Items]
Earnout, additional shares (in shares)	3,333,333
Number of tranches \| tranche	3
Conversion basis (in shares)	1
Trading days \| day	20
Consecutive trading days \| day	30
Earnout shares \| LOKB
Reverse Recapitalization [Line Items]
Earnout, additional shares (in shares)	10,000,000
Common Class A
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)				163,114,238
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Aggregate offer price (in shares)	39,477,026
Exchange ratio (in shares)	1
Exchange ratio of common stock to each warrant	0.33
Common Class A \| Public Warrants
Reverse Recapitalization [Line Items]
Warrants outstanding (in shares)	8,433,333			8,418,232
Warrants, exercisable price (in dollars per share) \| $ / shares				$ 11.50
Number of shares exercisable under warrants (in shares)	1
Common Class A \| Private Placement Warrants
Reverse Recapitalization [Line Items]
Warrants outstanding (in shares)				4,666,667
Warrants, exercisable price (in dollars per share) \| $ / shares	$ 11.50			$ 11.50
Number of shares exercisable under warrants (in shares)	1
Common Class A \| Earnout shares
Reverse Recapitalization [Line Items]
Earnout, additional shares (in shares)	10,000,000
Trading days \| day	20
Consecutive trading days \| day	30
Common Class B
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	6,315,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Class A Ordinary Shares \| Private Placement Warrants
Reverse Recapitalization [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares	$ 11.50
Number of shares exercisable under warrants (in shares)	1

DEBT OBLIGATIONS (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following is a summary of the carrying value of long-term debt as of December 31, 2021 and 2020:


	2021		2020
Note payable	$	6,933	$	6,000
Less: Current portion	(3,200)		(1,000)
Less: Debt discount and issuance costs	(17)		(29)
Note payable, net of current portion	$	3,716	$	4,971

Schedule of Maturities of Long-term Debt

As of December 31, 2021, future scheduled principal payments of debt obligations were as follows:


Fiscal Year
2022	$	3,200
2023	3,200
2024	533
2025	—
2026	—
Thereafter	—
Total	$	6,933

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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