As of June 30, 2023 and December 31, 2022, the Company had $68.7 million and $88.1 million, respectively, in current and non-current restricted cash. Restricted cash represents cash that is restricted as to withdrawal or usage and primarily consists of securitization of the Company's letters of credit, leases, and debt. See Note 7, Debt and Finance Lease Liabilities, for additional details.


	As of
	June 30, 2023		December 31, 2022		June 30, 2022
Cash and cash equivalents	$	226,673	$	225,850	$	441,765
Restricted cash and cash equivalents – current	600		10,600		—
Restricted cash and cash equivalents – non-current	68,082		77,459		87,459
Cash, cash equivalents and restricted cash and cash equivalents	$	295,355	$	313,909	$	529,224


	As of June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets


Derivative asset	$	—	$	—	$	109	$	109

Liabilities
Warrant liability	$	—	$	—	$	65	$	65
Derivative liability	—		—		29,340		29,340
Liability classified awards	2,006		—		—		2,006


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets


Derivative asset	$	—	$	—	$	170	$	170

Liabilities
Warrant liability	$	—	$	—	$	380	$	380
5% Senior Convertible Notes	—		—		50,000		50,000

In June 2022, the Company completed a private placement of $200.0 million aggregate principal amount of unsecured 8.00% / 11.00% convertible senior paid in kind ("PIK") toggle notes (the “June 2022 Toggle Convertible Notes”). In conjunction with the issuance of the June 2022 Toggle Convertible Notes, the Company entered into a premium letter agreement (the "Put Premium") with the purchasers (the "Note Purchasers") of the June 2022 Toggle Convertible Notes which requires the Note Purchasers to pay $9.0 million to the Company if during the period through the date that is thirty months after the closing date of the private placement of June 2022 Toggle Convertible Notes, the last reported sale price of the Company's common stock has been at least $20.00 for at least 20 trading days during any consecutive 40 trading day period.

The Put Premium was determined to be an embedded derivative asset and met the criteria to be separated from the host contract and carried at fair value. The derivative is measured both initially and in subsequent periods at fair value, with changes in fair value recognized in other income (expense), net on the consolidated statements of operations. The fair value of the derivative asset is included in other assets on the consolidated balance sheets. The change in fair value of the derivative asset was as follows:

On April 11, 2023, the Company completed an exchange (the "Exchange") of $100.0 million aggregate principal amount of the Company's existing June 2022 Toggle Convertible Notes for the issuance of $100.0 million aggregate principal amount of 8.00% / 11.00% Series B convertible senior PIK toggle notes (the "April 2023 Toggle Convertible Notes"). The April

The April 2023 Toggle Convertible Notes Indenture, among other things, limits conversion of the April 2023 Toggle Convertible Notes in certain instances until the earlier to occur of (x) an increase in the number of authorized shares in an amount sufficient to, among other things, allow for the issuance of common stock underlying the April 2023 Toggle Convertible Notes and (y) October 11, 2023, and provides that the Company shall elect to settle conversions of the April 2023 Toggle Convertible Notes in cash until such increase in the number of authorized shares has occurred, and the Company obtains the stockholder approval contemplated by Rule 5635 of the Nasdaq listing rules ("Nasdaq Rule").

The conversion features embedded to the April 2023 Toggle Convertible Notes were bifurcated and recognized separately at fair value due to the temporary requirement to settle conversions in cash, in certain instances, until stockholder approval as contemplated by Nasdaq Rule 5635 is obtained to increase the number of authorized shares. Upon the Exchange, the Company recognized $21.2 million for the embedded conversion features as a derivative liability within accrued expenses and other current liabilities on the consolidated balance sheets. The derivative liability was remeasured as of June 30, 2023, with changes in its fair value recorded in other income (expense), net on the consolidated statements of operations. During the three and six months ended June 30, 2023, the change in fair value of the derivative liability was as follows:


	Three and Six Months Ended June 30, 2023
Estimated fair value at April 11, 2023	$	21,180
Change in estimated fair value	8,160
Estimated fair value at June 30, 2023	$	29,340

The fair value of the conversion features was estimated by applying a with-and-without approach to a binomial lattice model. The following reflects the inputs and assumptions used:


	As of
	June 30, 2023			April 11, 2023
Stock price	$	1.38		$	1.09
Conversion price	$	1.46		$	1.46
Risk free rate	4.49		%	3.76		%
Equity volatility	60		%	70		%
Expected dividend yield	—		%	—		%
Credit spread	17.20		%	16.40		%

On September 13, 2021, the Company entered into an Amended Membership Interest Purchase Agreement (the "Amended MIPA") with Wabash Valley Resources ("WVR") and the sellers party thereto (each, a "Seller"), pursuant to which the Company was subject to the first price differential and second price differential (together the "Price Differential").

The Price Differential was a freestanding financial instrument and accounted for as a derivative liability. The derivative liability was remeasured at each reporting period with changes in its fair value recorded in other income (expense),

net on the consolidated statements of operations. The first price differential was settled in the fourth quarter of 2021. During the three and six months ended June 30, 2022, the change in fair value of the derivative liability was as follows:


	Three Months Ended		Six Months Ended
	June 30, 2022		June 30, 2022
Estimated fair value - beginning of the period	$	3,752	$	4,189
Change in estimated fair value	2,836		2,399

Estimated fair value - end of the period	$	6,588	$	6,588

During the second quarter of 2023, the Company reclassified certain share-based payment awards from equity to liabilities that would require cash settlement upon distribution or exercise. The fair value of these awards is determined based on the closing price of the Company's stock as of the end of each reporting period. Changes in the fair value of the liability are recognized as compensation cost over the requisite service period. The fair value accrued as compensation cost at the end of each period is equal to the percentage of the requisite service that has been rendered at that date. Changes in the fair value of liability classified awards during the three months ended June 30, 2023, were immaterial.

Truck sales consist of revenue recognized on the sales of the Company's BEV trucks. The sale of a truck is generally recognized as a single performance obligation at the point in time when control is transferred to the customer (dealers). Control is deemed transferred when the product is picked up by the carrier and the customer (dealer) can direct the product's use and obtain substantially all of the remaining benefits from the product. The Company may offer certain after-market upgrades at the request of the dealers. If a contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. The Company does not offer returns on truck sales.

Revenue is recognized based on the transaction price, which is measured as the amount of consideration that the Company expects to receive in exchange for transferring the product pursuant to the terms of the contract with its customer. The transaction price may be adjusted, if applicable, for variable consideration, such as customer rebates and financing costs on floor plan arrangements, which requires the Company to make estimates for the portion of these allowances that have yet to be credited to customers.

Payments for trucks sold are made in accordance with the Company's customary payment terms. The Company has elected an accounting policy whereby the Company does not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, the Company expects the period between the time when the Company transfers a promised good or service to the customer and the time when the customer pays for that good or service will be one year or less. Sales tax collected from customers is not considered revenue and is accrued until remitted to the taxing authorities. Shipping and handling activities occur after the customer has obtained control of the product, thus the Company has elected to account for those expenses as fulfillment costs in cost of revenues, rather than an additional promised service.

Services and other revenues consist of sales of mobile charging trailers ("MCTs") and other charging products. The sale of MCTs and other charging products is recognized as a single performance obligation at the point in time when control is transferred to the customer. Control is deemed transferred when the product is delivered to the customer and the customer can direct the product's use and obtain substantially all of the remaining benefits from the asset. The Company does not offer sales returns on MCTs and other charging products. Payment for products sold are made in accordance with the Company's

customary payment terms and the Company's contracts do not have significant financing components. The Company has elected to exclude sales taxes from the measurement of the transaction price.

Warranty costs are recognized upon transfer of control of trucks to dealers, and are estimated based on factors including the length of the warranty, product costs, supplier warranties, and product failure rates. Warranty reserves are reviewed and adjusted quarterly to ensure that accruals are adequate to meet expected future warranty obligations. Initial warranty data is limited early in the launch of a new product and accordingly, future adjustments to the warranty accrual may be material.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Accrued warranty - beginning of period	$	9,248	$	—	$	7,788	$	—
Warranty costs incurred	(553)		—		(584)		—
Net changes in liability for pre-existing warranties	(242)		—		(544)		—
Provision for new warranties	2,604		2,203		4,397		2,203
Accrued warranty - end of period	$	11,057	$	2,203	$	11,057	$	2,203

As of June 30, 2023, warranty accrual of $2.0 million was recorded in accrued expenses and other current liabilities and $9.0 million in other long-term liabilities on the consolidated balance sheets. As of December 31, 2022, warranty accrual of $1.5 million was recorded in accrued expenses and other current liabilities and $6.3 million in other long-term liabilities on the consolidated balance sheets.