SK ecoplant Strategic Investment	12 Months Ended
Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]
SK ecoplant Strategic Investment	SK ecoplant Strategic Investment In October 2021, we expanded our existing relationship with SK ecoplant. As part of this arrangement, we amended the previous Preferred Distribution Agreement (“PDA”) and Joint Venture Agreement (“JVA”) with SK ecoplant. The restated PDA establishes SK ecoplant’s purchase commitments for our Energy Servers for the next three years on a take or pay basis as well as the basis for determining the prices at which the Energy Servers and related components will be sold. The restated JVA increases the scope of assembly done by the joint venture facility in the Republic of Korea, which was established in 2019, for the procurement of local parts for our Energy Servers and the assembly of certain portions of the Energy Servers for the South Korean market. We also entered into a new Commercial Cooperation Agreement (the “CCA”) regarding initiatives pertaining to the hydrogen market and general market expansion for our products. Simultaneous with the execution of the above agreements, we entered into a SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A RCPS, par value $0.0001 per share, at a purchase price of $25.50 per share for an aggregate purchase price of $255.0 million. On December 29, 2021, the closing of the sale of RCPS was completed and we issued the 10,000,000 shares of RCPS (the "Initial Investment"). In addition to the Initial Investment, the SPA provided SK ecoplant with an option to acquire a variable number of shares of Class A Common Stock (the “Option”). The number of shares SK ecoplant may acquire under the Option (the “Option Shares”) is calculated as the lesser of (i) 11,000,000 shares of Class A Common Stock plus the number of shares of Class A Common Stock that SK ecoplant must hold to become our largest shareholder by no less than 1% of our issued and outstanding capital stock as of the issuance date of the Option Shares; and (ii) 15% of our issued and outstanding capital stock as of the issuance date of the Option Shares. The exercise price of the Option is calculated as the higher of (i) $23.00 per share and (ii) 115% of the volume-weighted average closing price of the 20 consecutive trading day period immediately preceding the exercise of the Option. SK ecoplant may exercise the Option through August 31, 2023, and the transaction must be completed as of November 30, 2023. PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently should be evaluated as a combined contract in accordance with ASC 606 and, to the extent applicable for separated components, under the guidance of Topic 815 - Derivatives and Hedging and applicable subsections and ASC 480 - Distinguishing Liabilities from Equity. We concluded that the Option is a freestanding financial instrument that should be separately recorded at fair value on the date the SPA was executed. We determined the fair value of the Option on that date to be $9.6 million. We determined the fair value of the RCPS on the date of issuance thereof to be $218.0 million. We determined that the sale of the RCPS should be recorded at fair value. Accordingly, we allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the RCPS on December 29, 2021, and the fair value of the Option on October 23, 2021, to the PDA. This excess amounted to $37.0 million and will be recognized as revenue over the take or pay period based on an estimate of the revenue we expect to receive under the PDA. Accordingly, during the year ended December 31, 2021, we recognized Product Revenue of $2.8 million in connection with this arrangement. The unrecognized amount of $34.2 million included $7.8 million in deferred revenue and customer deposits and $26.4 million in long-term deferred revenue and customer deposits, non-current, on the consolidated balance sheet. We revalued the Option to its fair value as of December 31, 2021, and recorded a loss of $3.6 million, which is included in other income (expense), net in our consolidated statements of operations. The fair value of the Option is reflected in Accrued expenses and other current liabilities in our consolidated balance sheet. The RCPS has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets because there are certain redemption provisions upon liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets), which are considered contingent redemption provisions that are not solely within our control. We incurred transaction costs of $9.8 million in connection with this arrangement. We allocated the transaction costs between the RCPS, and the Option based on their relative fair values. Accordingly, an amount of $9.4 million is set off against the carrying amount of the RCPS with the balance of $0.4 million included in other income (expense), net in our consolidated statements of operations. Description of RCPS. The significant rights and preferences of the RCPS are as follows: Liquidation: Upon the liquidation or dissolution of Bloom, or a deemed liquidation event (which includes a change in control or the sale or other disposition of all or substantially all of our assets), the holders of the RCPS are entitled to receive in preference to the holders of the Common Stock, the greater of (i) their liquidation preference or (ii) an amount they would be entitled to receive on an as-converted basis. The liquidation preference is subject to adjustment in the event of stock splits or combinations, and dividends or other distributions on the Class A Common Stock which are payable in shares of Class A Common Stock. After payment of the liquidation preference to the holders of the RCPS, our remaining assets are available for distribution to the holders of Common Stock on a pro rata basis. Redemption rights: If approved by a majority of the holders of the RCPS, the RCPS may be redeemed by Bloom after the 10-month anniversary of the issuance date. The redemption price is $25.50 per share. Additionally, certain redemption provisions apply following liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets). Conversion: The RCPS are convertible at any time at SK ecoplant’s option into Class A common stock at $25.50 per share (subject to adjustment in the event of stock splits or combinations, and dividends or other distributions on the Class A Common Stock which are payable in shares of Class A Common Stock). In addition, on the first anniversary of the issuance date, the RCPS shall automatically convert into shares of Class A Common Stock at the conversion price in effect at that time. Protective provisions: Bloom is prohibited from the following actions without the affirmative vote of a majority of the holders of the RCPS: (i) increasing the authorized number of shares of RCPS; (ii) authorizing or creating any new class of stock that is senior to or on a parity with the RCPS or increasing or decreasing the authorized number of shares of any such new class of stock; (iii) amending the rights, preferences or privileges of the RCPS; and (iv) redeeming the RCPS. Voting and dividend rights: The holders of the RCPS have no voting rights except on matters related to the RCPS and are not entitled to dividends. Investor Agreement. In connection with the Initial Investment, we entered into an Investor Agreement with SK ecoplant, which provides for certain rights and restrictions relating to the Initial Investment and the subsequent purchase of the Option Shares: •Board composition: Following the purchase of the Option Shares and continuing until it owns less than 5% of the Class A Common Stock, the holders of the RCPS will be entitled to nominate one member to our board of directors. •Voting rights: From the date on which SK ecoplant purchases the Option Shares until the date on which it owns less than 5% of the Class A Common Stock, SK ecoplant shall vote in accordance with the majority of our Board of Directors, except that SK ecoplant may vote in its sole discretion on matters regarding any transactions between us and any Korean companies operating in the construction business. •Restrictions on dispositions: SK ecoplant cannot sell the Option Shares without the prior consent of the majority of our board of directors during the period commencing on the date on which the Options Shares are purchased and continuing until the 2nd anniversary thereof. SK ecoplant has the right to sell the Class A Common Stock received on conversion of the RCPS prior to its exercise of the Option. However, if SK ecoplant holds the Class A Common Stock received on conversion of the RCPS at the time it exercises the Option, these share are also subject to the aforementioned restriction on disposition. •Restrictions on beneficial ownership: Following the issuance of the RCPS and continuing until the later of (i) the second anniversary of the date of issuance of the Option Shares; (ii) the date on which SK ecoplant no longer has the right to designate a director to the board; and (iii) the date on which SK ecoplant owns less than 5% of the shares of Class A Common Stock, SK ecoplant may not, without Bloom’s consent: (i) acquire shares of Class A Common Stock other than as provided by the SPA; (ii) call any stockholders meeting or propose any matter to be voted on by the board; (iii) nominate any person not approved by the board; (iv) support any tender for Bloom’s securities; (v) solicit any proxies; (vi) propose any merger or business combination; or (vii) propose any restructuring or liquidation (amongst other actions). •Preemptive rights: Subsequent to the purchase of the Option Shares, if we issue any shares, SK ecoplant has the right to purchase the number of shares as are required to maintain its ownership percentage, on the same terms and conditions and at the same price as issued to other investors.

In October 2021, we expanded our existing relationship with SK ecoplant. As part of this arrangement, we amended the previous Preferred Distribution Agreement (“PDA”) and Joint Venture Agreement (“JVA”) with SK ecoplant. The restated PDA establishes SK ecoplant’s purchase commitments for our Energy Servers for the next three years on a take or pay basis as well as the basis for determining the prices at which the Energy Servers and related components will be sold. The restated JVA increases the scope of assembly done by the joint venture facility in the Republic of Korea, which was established in 2019, for the procurement of local parts for our Energy Servers and the assembly of certain portions of the Energy Servers for the South Korean market. We also entered into a new Commercial Cooperation Agreement (the “CCA”) regarding initiatives pertaining to the hydrogen market and general market expansion for our products.

Simultaneous with the execution of the above agreements, we entered into a SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A RCPS, par value $0.0001 per share, at a purchase price of $25.50 per share for an aggregate purchase price of $255.0 million. On December 29, 2021, the closing of the sale of RCPS was completed and we issued the 10,000,000 shares of RCPS (the "Initial Investment").

In addition to the Initial Investment, the SPA provided SK ecoplant with an option to acquire a variable number of shares of Class A Common Stock (the “Option”). The number of shares SK ecoplant may acquire under the Option (the “Option Shares”) is calculated as the lesser of (i) 11,000,000 shares of Class A Common Stock plus the number of shares of Class A Common Stock that SK ecoplant must hold to become our largest shareholder by no less than 1% of our issued and outstanding capital stock as of the issuance date of the Option Shares; and (ii) 15% of our issued and outstanding capital stock as of the issuance date of the Option Shares. The exercise price of the Option is calculated as the higher of (i) $23.00 per share and (ii) 115% of the volume-weighted average closing price of the 20 consecutive trading day period immediately preceding the exercise of the Option. SK ecoplant may exercise the Option through August 31, 2023, and the transaction must be completed as of November 30, 2023.

PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently should be evaluated as a combined contract in accordance with ASC 606 and, to the extent applicable for separated components, under the guidance of Topic 815 - Derivatives and Hedging and applicable subsections and ASC 480 - Distinguishing Liabilities from Equity.

We concluded that the Option is a freestanding financial instrument that should be separately recorded at fair value on the date the SPA was executed. We determined the fair value of the Option on that date to be $9.6 million.

We determined the fair value of the RCPS on the date of issuance thereof to be $218.0 million. We determined that the sale of the RCPS should be recorded at fair value. Accordingly, we allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the RCPS on December 29, 2021, and the fair value of the Option on October 23, 2021, to the PDA. This excess amounted to $37.0 million and will be recognized as revenue over the take or pay period based on an estimate of the revenue we expect to receive under the PDA. Accordingly, during the year ended December 31, 2021, we recognized Product Revenue of $2.8 million in connection with this arrangement. The unrecognized amount of $34.2 million included $7.8 million in deferred revenue and customer deposits and $26.4 million in long-term deferred revenue and customer deposits, non-current, on the consolidated balance sheet.

We revalued the Option to its fair value as of December 31, 2021, and recorded a loss of $3.6 million, which is included in other income (expense), net in our consolidated statements of operations. The fair value of the Option is reflected in Accrued expenses and other current liabilities in our consolidated balance sheet.

The RCPS has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets because there are certain redemption provisions upon liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets), which are considered contingent redemption provisions that are not solely within our control.

We incurred transaction costs of $9.8 million in connection with this arrangement. We allocated the transaction costs between the RCPS, and the Option based on their relative fair values. Accordingly, an amount of $9.4 million is set off against the carrying amount of the RCPS with the balance of $0.4 million included in other income (expense), net in our consolidated statements of operations.

Liquidation: Upon the liquidation or dissolution of Bloom, or a deemed liquidation event (which includes a change in control or the sale or other disposition of all or substantially all of our assets), the holders of the RCPS are entitled to receive in preference to the holders of the Common Stock, the greater of (i) their liquidation preference or (ii) an amount they would be entitled to receive on an as-converted basis. The liquidation preference is subject to adjustment in the event of stock splits or combinations, and dividends or other distributions on the Class A Common Stock which are payable in shares of Class A Common Stock. After payment of the liquidation preference to the holders of the RCPS, our remaining assets are available for distribution to the holders of Common Stock on a pro rata basis.

Additionally, certain redemption provisions apply following liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets).

Conversion: The RCPS are convertible at any time at SK ecoplant’s option into Class A common stock at $25.50 per share (subject to adjustment in the event of stock splits or combinations, and dividends or other distributions on the Class A Common Stock which are payable in shares of Class A Common Stock).

Protective provisions: Bloom is prohibited from the following actions without the affirmative vote of a majority of the holders of the RCPS: (i) increasing the authorized number of shares of RCPS; (ii) authorizing or creating any new class of stock that is senior to or on a parity with the RCPS or increasing or decreasing the authorized number of shares of any such new class of stock; (iii) amending the rights, preferences or privileges of the RCPS; and (iv) redeeming the RCPS.

Investor Agreement. In connection with the Initial Investment, we entered into an Investor Agreement with SK ecoplant, which provides for certain rights and restrictions relating to the Initial Investment and the subsequent purchase of the Option Shares:

•Board composition: Following the purchase of the Option Shares and continuing until it owns less than 5% of the Class A Common Stock, the holders of the RCPS will be entitled to nominate one member to our board of directors.

•Voting rights: From the date on which SK ecoplant purchases the Option Shares until the date on which it owns less than 5% of the Class A Common Stock, SK ecoplant shall vote in accordance with the majority of our Board of Directors, except that SK ecoplant may vote in its sole discretion on matters regarding any transactions between us and any Korean companies operating in the construction business.

•Restrictions on dispositions: SK ecoplant cannot sell the Option Shares without the prior consent of the majority of our board of directors during the period commencing on the date on which the Options Shares are purchased and continuing until the 2nd anniversary thereof. SK ecoplant has the right to sell the Class A Common Stock received on conversion of the RCPS prior to its exercise of the Option. However, if SK ecoplant holds the Class A Common Stock received on conversion of the RCPS at the time it exercises the Option, these share are also subject to the aforementioned restriction on disposition.

•Restrictions on beneficial ownership: Following the issuance of the RCPS and continuing until the later of (i) the second anniversary of the date of issuance of the Option Shares; (ii) the date on which SK ecoplant no longer has the right to designate a director to the board; and (iii) the date on which SK ecoplant owns less than 5% of the shares of Class A Common Stock, SK ecoplant may not, without Bloom’s consent: (i) acquire shares of Class A Common Stock other than as provided by the SPA; (ii) call any stockholders meeting or propose any matter to be voted on by the board; (iii) nominate any person not approved by the board; (iv) support any tender for Bloom’s securities; (v) solicit any proxies; (vi) propose any merger or business combination; or (vii) propose any restructuring or liquidation (amongst other actions).