10-Q

•

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________________________

FORM 10-Q

_____________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number: 001-39524

_____________________________________________

Joby Aviation, Inc.

(Exact Name of Registrant as Specified in its Charter)

_____________________________________________

Delaware	98-1548118
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
333 Encinal Street, Santa Cruz, CA	95060
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (831) 201-6700

_____________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	JOBY	New York Stock Exchange
Warrants to purchase common stock	JOBY WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had 630,978,702 shares of common stock outstanding as of May 3, 2023.

Table of Contents

		Page
	Special Note Regarding Forward-Looking Statements	2
PART I.	FINANCIAL INFORMATION	3
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II.	OTHER INFORMATION	32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
	Signatures	34

i

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q which are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include, without limitation, statements regarding the future financial position, business strategy and plans and objectives of management of Joby Aviation, Inc. (the “Company,” “Joby,” “we,” “us” or “our”). These statements constitute projections and forecasts and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this Quarterly Report and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. While we believe these expectations, forecasts, assumptions and judgments are reasonable, our forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Our business, prospects, financial condition, operating results and the price of our common stock may be affected by a number of factors, whether currently known or unknown, including but not limited to those discussed in this Quarterly Report in Part I., Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the section titled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023. Any one or more of these factors could, directly or indirectly, cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

2

PART 1. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

JOBY AVIATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share amounts)

	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	49,795	$	146,101
Short-term investments	927,980		910,692
Total cash, cash equivalents and short-term investments	977,775		1,056,793
Restricted cash	2,235		3,204
Other receivables	10,912		4,021
Prepaid expenses and other current assets	22,218		20,160
Total current assets	1,013,140		1,084,178
Property and equipment, net	93,032		92,103
Operating lease right-of-use assets	24,023		25,149
Restricted cash	762		762
Intangible assets	11,085		12,581
Goodwill	14,011		14,011
Other non-current assets	62,674		64,200
Total assets	$	1,218,727	$	1,292,984
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	3,927	$	7,710
Operating lease liabilities, current portion	3,546		3,710
Accrued and other current liabilities	22,844		18,783
Total current liabilities	30,317		30,203
Operating lease liabilities, net of current portion	22,684		23,613
Warrant liability	37,814		28,783
Earnout shares liability	57,094		44,055
Other non-current liabilities	1,323		1,589
Total liabilities	149,232		128,243
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock: $0.0001 par value - 100,000,000 shares authorized. No shares issued and outstanding.	—		—
Common stock: $0.0001 par value - 1,400,000,000 shares authorized; 629,522,605 and 622,602,815 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.	61		61
Additional paid-in capital	1,923,054		1,908,179
Accumulated deficit	(848,046)		(734,653)
Accumulated other comprehensive loss	(5,574)		(8,846)
Total stockholders’ equity	1,069,495		1,164,741
Total liabilities and stockholders’ equity	$	1,218,727	$	1,292,984

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

JOBY AVIATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except share and per share data)

	Three Months Ended March 31,
	2023		2022
Operating expenses:
Research and development (including related party purchases of $128 and $644 for the three months ended March 31, 2023 and 2022, respectively.)	$	75,518	$	72,071
Selling, general and administrative (including related party purchases of $24 and $161 for the three months ended March 31, 2023 and 2022, respectively.)	24,198		22,272
Total operating expenses	99,716		94,343
Loss from operations	(99,716)		(94,343)
Interest and other income, net	8,400		757
Income from equity method investment	—		14,458
Gain (Loss) from change in fair value of warrants and earnout shares	(22,043)		16,814
Total other income (loss), net	(13,643)		32,029
Loss before income taxes	(113,359)		(62,314)
Income tax expense	34		5
Net loss	$	(113,393)	$	(62,319)
Net loss per share, basic and diluted	$	(0.19)	$	(0.11)
Weighted-average common stock outstanding, basic and diluted	605,184,671		579,090,606

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4

JOBY AVIATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

(In thousands)

	Three Months Ended March 31,
	2023		2022
Net loss	$	(113,393)	$	(62,319)
Other comprehensive gain (loss):
Unrealized gain (loss) on available-for-sale securities	3,245		(2,596)
Foreign currency translation gain	27		38
Total other comprehensive gain (loss)	3,272		(2,558)
Comprehensive loss	$	(110,121)	$	(64,877)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5

JOBY AVIATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

(In thousands, except share data)

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2023	622,602,815	$	61	$	1,908,179	$	(734,653)	$	(8,846)	$	1,164,741
Net loss	—	—		—		(113,393)		—		(113,393)
Stock-based compensation	—	—		14,157		—		—		14,157
Issuance of common stock upon exercise of stock options	945,803	—		614		—		—		614
Issuance of common stock upon release of restricted stock units	5,836,813	—		—		—		—		—
Vesting of early exercised stock options and common stock issued in private placement	—	—		104		—		—		104
Issuance of common stock in private placement	137,174	—		—		—		—		—
Other comprehensive loss	—	—		—		—		3,272		3,272
Balance at March 31, 2023	629,522,605	$	61	$	1,923,054	$	(848,046)	$	(5,574)	$	1,069,495

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6

JOBY AVIATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

(unaudited)

(In thousands, except share data)

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2022	604,174,329	$	60	$	1,793,431	$	(476,610)	$	(122)	$	1,316,759
Net loss	—	—		—		(62,319)		—		(62,319)
Stock-based compensation	—	—		12,088		—		—		12,088
Issuance of common stock upon exercise of stock options	823,524	—		428		—		—		428
Issuance of common stock upon release of restricted stock units	851,557	—		—		—		—		—
Vesting of early exercised stock options	—	—		121		—		—		121
Shares withheld related to net share settlement	(13,041)			(85)		—		—		(85)
Other comprehensive loss	—	—		—		—		(2,558)		(2,558)
Balance at March 31, 2022	605,836,369	$	60	$	1,805,983	$	(538,929)	$	(2,680)	$	1,264,434

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7

JOBY AVIATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities
Net loss	$	(113,393)	$	(62,319)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization expense	7,067		5,212
Stock-based compensation expense	17,258		19,429
Loss (Gain) from change in the fair value of warrants and earnout shares	22,070		(16,814)
Income from equity method investment	—		(14,458)
Net accretion and amortization of investments in marketable debt securities	(3,670)		774
Changes in operating assets and liabilities
Other receivables and prepaid expenses and other current assets	(8,517)		418
Other non-current assets	2,629		9,332
Accounts payable and accrued and other liabilities	(1,083)		(3,000)
Non-current liabilities	(929)		—
Net cash used in operating activities	(78,568)		(61,426)
Cash flows from investing activities
Purchase of marketable securities	(126,445)		(571,890)
Proceeds from sales and maturities of marketable securities	116,072		108,056
Purchases of property and equipment	(8,756)		(10,833)
Acquisition, net of cash	—		(1,465)
Net cash used in investing activities	(19,129)		(476,132)
Cash flows from financing activities
Proceeds from issuance of common stock in private placement	50		—
Proceeds from the exercise of stock options	612		342
Repayments of tenant improvement loan and obligations under finance and capital lease	(240)		(262)
Net cash provided by financing activities	422		80
Net change in cash, cash equivalents and restricted cash	(97,275)		(537,478)
Cash, cash equivalents and restricted cash, at the beginning of the period	150,067		956,325
Cash, cash equivalents and restricted cash, at the end of the period	$	52,792	$	418,847
Reconciliation of cash, cash equivalents and restricted cash to balance sheets
Cash and cash equivalents	$	49,795	$	417,116
Restricted cash	2,997		1,731
Cash, cash equivalents and restricted cash	$	52,792	$	418,847
Non-cash investing and financing activities
Unpaid property and equipment purchases	$	1,357	$	426
Property and equipment purchased through capital leases	$	—	$	252

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

8

JOBY AVIATION, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Company and Nature of Business

Description of Business

Joby Aviation, Inc. (“Joby Aviation” or the “Company”) is a vertically integrated air mobility company that is building a clean, quiet, fully-electric vertical takeoff and landing (“eVTOL”) aircraft to be used by the Company to deliver air transportation as a service. The Company is headquartered in Santa Cruz, California.

Merger with RTP

On August 10, 2021 (the “Closing Date”), Reinvent Technology Partners, a Cayman Islands exempted company and special purpose acquisition company (“RTP”), completed the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 23, 2021, by and among RTP, RTP Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of RTP (“RTP Merger Sub”), and Joby Aero, Inc., a Delaware corporation (“Legacy Joby”). On the Closing Date, RTP was domesticated as a Delaware corporation, Merger Sub merged with and into Legacy Joby and the separate corporate existence of Merger Sub ceased (the “Merger”), and Legacy Joby survived as a wholly-owned subsidiary of RTP, which changed its name to Joby Aviation, Inc.

In connection with the execution of the Merger Agreement, RTP entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and RTP agreed to sell to the PIPE Investors, shares of Common Stock (“PIPE Shares”), in a private placement (“PIPE Financing”). The PIPE Financing closed substantially concurrently with the consummation of the Merger.

The Merger, together with the other transactions described in the Merger Agreement and the PIPE Financing, are referred to herein as the (“Reverse Recapitalization”). The number of Legacy Joby common shares and redeemable convertible preferred shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement. Please refer to Note 3, “Reverse Recapitalization,” in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Condensed Consolidated Financial Statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented.

The Condensed Consolidated Financial Statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

There have been no changes to the Company’s significant accounting policies described in Note 2 “Summary of Significant Accounting Policies” to the audited Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2022, that have had a material impact on the Condensed Consolidated Financial Statements and related notes.

Certain information and footnote disclosures normally included in the Company’s annual audited Consolidated Financial Statements and accompanying notes have been condensed or omitted in these accompanying interim Condensed Consolidated Financial Statements and footnotes. Accordingly, the accompanying interim Condensed Consolidated Financial Statements included herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. In the opinion of management, these unaudited Condensed Consolidated Financial Statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein.

9

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with remaining original maturity of three months or less, from the date of purchase, to be cash and cash equivalents. The recorded carrying amount of cash and cash equivalents approximates their fair value. At March 31, 2023 and December 31, 2022, restricted cash primarily related to (i) approximately $2.2 million of cash temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller, in connection with the acquisition of an aerospace software engineering company in May 2022 (Note 4) and (ii) a security deposit for a lease obligation of approximately $0.8 million. Additionally, at December 31, 2022, restricted cash included collateral on a letter of credit associated with key equipment purchases of approximately $1.0 million which was settled during the three months ended March 31, 2023.

Investment in SummerBio, LLC

Following the outbreak of the COVID-19 pandemic, the Company’s management determined that certain previously developed technology that was accessible to the Company could be repurposed and applied in providing high-volume rapid COVID-19 testing through its investment in SummerBio, LLC (“SummerBio”), a related party. The Company has determined that it is not the primary beneficiary of SummerBio. Therefore, it accounts for its investment in SummerBio under the equity method of accounting with an ownership interest of approximately 44.5% as of March 31, 2023 and December 31, 2022. In June 2022, SummerBio notified the Company of its decision to wind down testing operations and close the business, which SummerBio substantially completed by the end of December 2022.

The Company recognized income of nil and $14.5 million for the three months ended March 31, 2023 and 2022, respectively, within income from equity method investment on the condensed consolidated statement of operations for its investment in SummerBio.

New Accounting Pronouncements Not Yet Adopted

There are no recent accounting pronouncements applicable to the Company pending adoption that the Company expects will have a material impact on our condensed consolidated financial condition, results of operations, or cash flows.

Note 3. Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

•Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

•Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

•Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The Company’s financial assets consist of Level 1 and 2 assets. The Company classifies its cash equivalents and marketable debt securities within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company’s fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments.

10

The Company’s financial liabilities measured at fair value on a recurring basis consist of Level 1, Level 2 and Level 3 liabilities. The Company’s Public Warrants (as defined in Note 7) are classified as Level 1 because they are directly observable in the market. The Company classifies the Private Placement Warrants (as defined in Note 7) within Level 2, because they were valued using inputs other than quoted prices which are directly observable in the market, including readily available pricing for the Company’s Public Warrants. The Company classifies Delta Warrant and Earnout Shares Liability (as defined in Note 7) within Level 3, because they were valued using unobservable inputs that are significant to the fair value measurement. The Delta Warrant and Earnout Shares Liability are measured at fair value on a recurring basis. Changes in fair value of Level 3 liabilities are recorded in total other income (loss), net in the condensed consolidated statements of operations.

The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy as of March 31, 2023 and December 31, 2022 (in thousands):

	March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets measured at fair value
Money market funds	$	16,016	$	—	$	—	$	16,016
Cash equivalents	$	16,016	$	—	$	—	$	16,016
Term deposits	$	—	$	40,925	$	—	$	40,925
Asset backed securities	—		54,250		—		54,250
Government debt securities	—		444,229		—		444,229
Corporate debt securities	—		388,576		—		388,576
Available-for-sale investments	—		927,980		—		927,980
Total fair value of assets	$	16,016	$	927,980	$	—	$	943,996
Liabilities measured at fair value
Common stock warrant liabilities (Public)	$	11,213	$	—	$	—	$	11,213
Common stock warrant liabilities (Private Placement)	—		7,497		—		7,497
Common stock warrant liabilities (Delta)	—		—		19,104		19,104
Warrant liabilities	11,213		7,497		19,104		37,814
Earnout Shares Liability	—		—		57,094		57,094
Total fair value of liabilities	$	11,213	$	7,497	$	76,198	$	94,908

11

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets measured at fair value
Money market funds	$	108,119	$	—	$	—	$	108,119
Cash equivalents	$	108,119	$	—	$	—	$	108,119
Term deposits	$	—	$	40,709	$	—	$	40,709
Asset backed securities	—		54,707		—		54,707
Government debt securities	—		362,851		—		362,851
Corporate debt securities	—		452,425		—		452,425
Available-for-sale investments	—		910,692		—		910,692
Total fair value of assets	$	108,119	$	910,692	$	—	$	1,018,811
Liabilities measured at fair value
Common stock warrant liabilities (Public)	$	8,318	$	—	$	—	$	8,318
Common stock warrant liabilities (Private Placement)	—		5,561		—		5,561
Common stock warrant liabilities (Delta)	—		—		14,903		14,903
Warrant liabilities	8,318		5,561		14,903		28,783
Earnout Shares Liability	—		—		44,055		44,055
Total fair value of liabilities	$	8,318	$	5,561	$	58,958	$	72,838

The following is a summary of the Company’s available-for-sale securities (in thousands):

	March 31, 2023
	Cost or Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for credit losses		Fair value
Assets measured at fair value
Term deposits	$	40,925	$	—	$	—	$	—	$	40,925
Asset backed securities	54,505		—		(255)		—		54,250
Government debt securities	446,660		196		(2,627)		—		444,229
Corporate debt securities	390,857		19		(2,300)		—		388,576
Total	$	932,947	$	215	$	(5,182)	$	—	$	927,980

	December 31, 2022
	Cost or Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for credit losses		Fair value
Assets measured at fair value
Term deposits	$	40,709	$	—	$	—	$	—	$	40,709
Asset backed securities	55,016		—		(309)		—		54,707
Government debt securities	367,324		—		(4,473)		—		362,851
Corporate debt securities	455,854		—		(3,429)		—		452,425
Total	$	918,903	$	—	$	(8,211)	$	—	$	910,692

There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the three months ended March 31, 2023 and 2022.

12

The following table sets forth a summary of the change in the fair value, which is recognized as a component of total other income (loss), net within the condensed consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands):

	Earnout Shares Liability		Common Stock Warrant Liabilities Delta
Fair value as of January 1, 2023	$	44,055	$	14,903
Change in fair value	13,039		4,201
Fair value as of March 31, 2023	$	57,094	$	19,104

The fair value of the Earnout Shares Liability and Common stock warrant liabilities (Delta) (see Note 7) are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

Note 4. Acquisitions

2022 Acquisitions

On March 9, 2022, the Company completed the acquisition of an aerospace composite manufacturing company, whereby it acquired all the purchased assets and assumed selected liabilities in exchange for a total consideration consisting of (i) $1.5 million in cash, and (ii) RSUs with the aggregate acquisition date value of $0.1 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations. The purchase consideration of $1.5 million was allocated to the following: a $1.1 million in favorable lease assets, $0.4 million of acquired machinery and equipment, $0.1 million of acquired current assets, and $0.1 million of acquired current liabilities.

On May 17, 2022, the Company completed the acquisition of an aerospace software engineering company that specializes in full-lifecycle software and firmware development and verification to aviation regulatory standards, in exchange for total cash consideration of $7.2 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations. Part of the cash consideration in an amount of $2.2 million was temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller. This retained amount is payable to the seller, net of indemnification claims, at the one-year anniversary of the acquisition. As of March 31, 2023, this retained amount of $2.2 million is presented as restricted cash on the Company’s condensed consolidated balance sheet, with a related corresponding amount in accrued and other liabilities, reflecting obligations to the seller.

In relation to the acquisition, the Company issued 790,529 RSUs with an aggregate acquisition date value of approximately $4.5 million. The Company also paid $0.5 million to the employees of the acquired company, and settled accounts payable to the acquired company of $0.2 million. The RSUs vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the RSUs’ vesting terms, commencing on the acquisition date.

The purchase consideration of $7.2 million was, preliminarily, allocated to $3.3 million of goodwill, primarily resulting from the combined workforce and expected increased regulatory efficiencies, $2.5 million of total intangible assets comprising of $2.4 million of acquired customer relationships intangible asset and $0.1 million of acquired developed technology intangible asset, $1.5 million of acquired current assets, primarily consisting of cash and accounts receivable, $0.3 million of acquired fixed assets, and $0.4 million of acquired current liabilities. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company’s fair value assessments are finalized. In September 2022, the Company made certain measurement period adjustments, which included a working capital adjustment with the seller in accordance with the agreement terms, resulting in an increase to the purchase consideration of $0.1 million which was paid during the three months ended December 31, 2022.

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Note 5. Balance Sheet Components

Property and Equipment, Net

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

	March 31, 2023		December 31, 2022
Equipment	$	67,485	$	63,656
Buildings	21,384		21,384
Leasehold improvements	15,100		14,319
Computer software	11,598		10,920
Molds and tooling	10,793		10,298
Land	6,270		6,270
Vehicles and aircraft	1,597		1,582
Furniture and fixtures	690		682
Construction in-progress	6,465		6,094
Gross property and equipment	141,382		135,205
Accumulated depreciation and amortization	(48,350)		(43,102)
Property and equipment, net	$	93,032	$	92,103

Depreciation and amortization expense of property and equipment for the three months ended March 31, 2023 and 2022 was $5.5 million and $4.1 million, respectively. Vehicles and aircraft includes utility automobiles used at the Company’s various facilities and purchased aircraft to support the Company’s air operations and training.

Intangible Assets, Net

The intangible assets consist of the following (in thousands):

	March 31, 2023		December 31, 2022
Automation platform software	$	7,200	$	7,200
Multimodal software technology	4,900		4,900
System simulation software technology	4,600		4,600
Other intangibles	5,328		5,328
Gross intangible assets	22,028		22,028
Accumulated amortization	(10,943)		(9,447)
Intangible assets, net	$	11,085	$	12,581

Amortization expense related to intangible assets for the three months ended March 31, 2023 and 2022 was $1.5 million and $1.1 million, respectively. As of March 31, 2023 the weighted-average amortization period of intangible assets was 2.1 years.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of March 31, 2023 (in thousands):

Fiscal Year	Amount
2023 (remainder)	$	4,537
2024	4,382
2025	2,166
	$	11,085

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Prepaid Expenses and Other Current Assets

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

	March 31, 2023		December 31, 2022
Prepaid equipment	$	4,883	$	4,525
Prepaid software	5,180		5,522
Prepaid taxes	2,048		1,273
Prepaid insurance	7,675		7,702
Other	2,432		1,138
Total	$	22,218	$	20,160

Other non-current assets

Other non-current assets consist of the following (in thousands):

	March 31, 2023		December 31, 2022
Contractual agreement asset	$	59,611	$	59,611
Long term prepaid insurance	2,360		3,770
Other non-current assets	703		819
Total	$	62,674	$	64,200

Accrued and other current liabilities

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

	March 31, 2023		December 31, 2022
Vendor related accruals	$	8,462	$	7,508
Payroll accruals	9,778		5,992
Acquisition-related obligation accrual	2,167		2,167
Other accruals and current liabilities	2,437		3,116
Total	$	22,844	$	18,783

Note 6. Commitments and Contingencies

Contingencies

The Company is subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and contingencies are reflected in the Condensed Consolidated Financial Statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s condensed consolidated results of operations in a given period. As of March 31, 2023, and December 31, 2022, the Company was not involved in any material legal proceedings.

Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements

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is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

The Company has indemnified its Board of Directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or officer, other than liabilities arising from willful misconduct of the individual. The Company currently has directors’ and officers’ insurance. The Company believes the estimated fair value of these obligations is minimal. The Company did not record any liabilities in connection with these possible obligations as of March 31, 2023 and December 31, 2022.

Note 7. Stock Warrants and Earnout Shares

Private Placement and Public Warrants

In connection with the Merger, each of the 17,250,000 publicly-traded warrants (“Public Warrants”) and 11,533,333 private placement warrants (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Reinvent Sponsor, LLC (the “Sponsor”) in connection with RTP’s initial public offering and subsequent overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock, par value $0.0001 (“Common Stock”) at an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of the Merger or earlier upon redemption or the Company’s liquidation. Once the Common Stock Warrants become exercisable, the Company may redeem the outstanding Common Stock Warrants subject to certain Common Stock price and other conditions as defined in the Warrant Agreement between RTP and Continental Stock Transfer & Trust Company (“Warrant Agreement”) and the Sponsor Agreement by and among the Company, Sponsor and RTP (“Sponsor Agreement”). During the three months ended March 31, 2023, no Common Stock Warrants were exercised.

The Private Placement Warrants were initially recognized as a liability on August 10, 2021, at a fair value of $21.9 million. For the three months ended March 31, 2023 and 2022, the Private Placement Warrant liability was remeasured to fair value as of March 31, 2023 and 2022, resulting in losses of $1.9 million and $1.0 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations.

The Public Warrants were initially recognized as a liability on August 10, 2021 at a fair value of $32.8 million. For the three months ended March 31, 2023 and 2022, the public warrant liability was remeasured to fair value based upon the market price as of March 31, 2023 and 2022, resulting in losses of $2.9 million and $1.6 million, respectively, classified within the gain (loss) from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations.

Earnout Shares Liability

In connection with the Reverse Recapitalization and pursuant to the Sponsor Agreement, Sponsor agreed to certain terms of vesting, lock-up and transfer with respect to the 17,130,000 common shares held by it (“Earnout Shares”). The terms of the Sponsor Agreement specify that the Earnout Shares will vest upon achieving certain specified release events. In accordance with ASC 815 Derivatives and Hedging, the Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability (“Earnout Shares Liability”) as of the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of total other income (loss), net in the condensed consolidated statements of operations.

Under the vesting schedule, 20% of the Earnout Shares vest in tranches when the volume-weighted average price of the Company’s common stock quoted on the NYSE is greater than $12.00, $18.00, $24.00, $32.00 and $50.00 for any 20 trading days within a period of 30 trading days (each such occurrence a “Triggering Event”). After ten years following the consummation of the Merger (the “Earnout Period”), any Earnout Shares which have not yet vested are forfeited. No Earnout Shares vested as of March 31, 2023.

Earnout Shares Liability at the closing of the Merger on August 10, 2021, was $149.9 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available.

During the three months ended March 31, 2023 and 2022, the Company recognized a loss related to the change in the fair value of the Earnout Shares Liability of $13.0 million and a gain of $19.4 million, respectively, included within the gain (loss) from change in fair value of warrants and earnout shares in the condensed consolidated statement of operations.

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Assumptions used in the valuation are as follows:

	March 31, 2023		December 31, 2022
Expected volatility	70.60	%	73.70	%
Risk-free interest rate	3.52	%	3.92	%
Dividend rate	0.00	%	0.00	%
Expected term (years)	8.36		8.61

Delta Warrant

In connection with the umbrella agreement that the Company entered with Delta Air Lines, Inc. (“Delta”) on October 7, 2022, the Company sold and issued to Delta, in private placement, 11,044,232 shares of the Company’s Common Stock, at the per-share purchase price of $5.4327, for an aggregate cash consideration of $60.0 million. In addition, the Company issued a warrant for Delta to purchase up to 12,833,333 shares of the Company's common stock in two tranches, subject to certain milestone achievement conditions (“Delta Warrant”).

The first and the second tranches of the warrant permit Delta to purchase up to 7,000,000 and 5,833,333 shares of Common Stock at exercise prices of $10 and $12, respectively, starting from the date the applicable milestones are satisfied and ending on the ten year anniversary of the warrant issuance date. The number of shares and exercise price for both tranches is subject to value cap adjustment if the 30 day volume weighted average price per share of the Company’s stock exceeds 150% of each respective tranche’s exercise price, but disregarding any price increases occurring within 10 business days after a public announcement of the achievement of an applicable milestone, if any.

The Company concluded that no assets or liabilities were transferred by either party beyond the Company’s issuance of common stock and warrants in exchange for the total cash consideration from Delta, that the umbrella agreement does not constitute a funded research and development agreement in the scope of ASC 730 “Research and Development” or a collaborative agreement in the scope of ASC 808 “Collaborative Agreements”, and that the Delta Warrant is a freestanding financial instrument not indexed to the Company’s own stock. Accordingly, the Company recognized the issuance of Common Stock as equity in additional paid-in capital on condensed consolidated balance sheets and the Delta Warrant as liability on the condensed consolidated balance sheets at fair value.

The Delta Warrant issuance was initially recognized as a liability on October 7, 2022, at a fair value of $16.1 million based on a Monte Carlo simulation valuation model using the most reliable information available. The Delta Warrant’s liability was remeasured to fair value as of March 31, 2023, resulting in a loss of $4.2 million, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations

Assumptions used in the valuation of Delta Warrants are as follows:

	March 31, 2023		December 31, 2022
Expected volatility	78.40	%	75.10	%
Risk-free interest rate	3.49	%	3.89	%
Dividend rate	—	%	—	%
Expected term (in years)	9.5		9.8

Note 8. Stock-based Compensation

Equity Compensation Plans

In November 2016, the Company’s Board of Directors adopted the 2016 Stock Option and Grant Plan (“2016 Plan”) under which officers, employees, directors, consultants and other key persons of the Company or its affiliates may be granted

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incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units. On August 10, 2021, the Company’s Board of Directors amended the 2016 Plan to provide that no new awards could be granted under the 2016 Plan.

Under the 2016 Plan, stock options are generally granted with an exercise price equal to the estimated fair value of the Company’s common stock, as determined by the Company’s Board of Directors on the date of grant. Options generally have contractual terms of ten years. Incentive stock options (ISO) may only be granted to employees, whereas all other stock awards may be granted to employees, directors, consultants and other key persons.

Outstanding options generally vest over six years, contain a one year cliff, are exercisable immediately and, upon early exercise, are subject to repurchase by the Company at the original exercise price. If an ISO is granted to an optionee who, at the time of grant, owns more than 10% of the voting power of all classes of capital stock, the term of the ISO is five years. Options issued under the 2016 Plan must be priced at no less than the fair value of the shares on the date of the grant provided, however, that the exercise price of an option granted to a 10% stockholder is not less than 110% of the fair value of the shares on the date of grant. The Board of Directors determines the exercisability provisions of a stock option agreement at its sole discretion.

On August 10, 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors and consultants. The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares equal to four percent (4%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors. On January 1, 2023, the number of shares available for issuance under 2021 plan increased by 24,904,113 shares.

Restricted Stock Units

The summary of RSU activity is as follows (in thousands, except per share data):

	Number of Units	Weighted-Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value (in thousands)
Balances—December 31, 2022	28,537,127	$	5.75	$	95,599
Granted	1,973,570	$	3.84
Vested	(5,839,302)	$	4.58
Forfeited	(815,705)	$	6.32
Balances—March 31, 2023	23,855,690	$	5.86	$	103,534

On December 16, 2021, the Company’s Board of Directors approved a performance-based bonus program under which RSUs were awarded in connection with the achievement of specified goals to be achieved in 2022 (“2022 Bonus Plan”). The RSUs awarded under 2022 Bonus Plan vested on January 1, 2023 and are included in Restricted Stock Units activity for the three months ended March 31, 2023.

On February 27, 2023, the Company’s Compensation Committee of the Board of Directors ("Compensation Committee") approved a performance-based bonus program under which RSUs will be awarded in connection with the achievement of specified goals in 2023 ("2023 Bonus Plan"). The RSU awards will be granted when the achievement of each goal is approved by the Compensation Committee in 2023, and the RSUs will vest in equal installments in each of January, February, March and April 2024 provided the employee or consultant continues to be a service provider through the relevant vesting dates. The target bonus opportunity is equal to 30% of the employee’s base salary as of the applicable grant date, with stretch bonus goals that are one-third higher than the target amounts unless otherwise established by the Compensation Committee.

The Company recorded stock-based compensation expense of $3.3 million and $7.3 million during the three months ended March 31, 2023 and 2022 in relation to 2023 Bonus Plan and 2022 Bonus Plan, respectively. The Company considers the probability of achieving each of the performance goals at the end of each reporting period and recognizes expense over the requisite service period when achievement of the goal is determined to be probable, and adjusts the expense if the probability of achieving the goal later changes. In accordance with ASC 718 Compensation - Stock Compensation, awards under 2023 Bonus Plan and 2022 Bonus Plan are classified as a liability until such time that the respective milestones are

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met, at which point the liability is reclassified to equity. If it is determined that the milestone cannot be met, the liability will be reversed.

Employee Stock Purchase Plan

On August 10, 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”). Under the 2021 ESPP, participating employees may be offered the option to purchase shares of the Company’s Common Stock at a purchase price which equals 85% of the fair market value of the Company’s common stock on the enrollment date or on the exercise date, whichever is lower. The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares of common stock equal to half percent (0.5%) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors. On January 1, 2023, the number of shares available for issuance under 2021 ESPP increased by 3,113,014 shares. The 2021 ESPP’s first offering and purchase periods began in November 2022 with the first purchase period ending in May 2023. Accordingly, as of March 31, 2023, no shares have been issued under the 2021 ESPP. The stock-based compensation expense recognized for the 2021 ESPP was $0.8 million and nil for the three months ended March 31, 2023 and 2022, respectively.

Stock-based Compensation Expense

The following sets forth the total stock-based compensation expense included in the Company’s condensed consolidated statements of operations (in thousands):

	Three Months Ended March 31,
	2023		2022
Research and development expenses	$	13,044	$	14,722
Selling, general and administrative expenses	4,214		4,707
Total stock-based compensation expense	$	17,258	$	19,429

Shares subject to repurchase

The Company allows certain option holders to exercise unvested options to purchase shares of common stock. Common shares received from such early exercises are subject to a right of repurchase at the original issuance price. The Company’s repurchase right with respect to these shares lapses as the shares vest. These awards are typically subject to a vesting period of six years. As of March 31, 2023 and December 31, 2022, 3,338,985 and 3,923,509 shares, respectively, were subject to repurchase at a weighted average price of $0.10 per share and $0.10 per share, respectively, and $0.3 million and $0.4 million, respectively, was recorded within the other non-current liabilities on the Company’s condensed consolidated balance sheets.

In addition, upon completion of the Reverse Recapitalization 2,677,200 Series C Preferred shares which were subject to time-based vesting conditions were converted to restricted common shares. As of March 31, 2023 and December 31, 2022, the number of such shares that were subject to repurchase was 1,895,180 and 2,007,595, respectively.

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Note 9. Related Party Transactions

The Company’s Chief Executive Officer and founder has ownership interests in certain vendors providing services to the Company. The services purchased from these vendors include rent of office space and certain utilities and maintenance services related to the property on which the rented premises are located. Expenses and related payments to these vendors totaled $0.2 million and $0.2 million during the three months ended March 31, 2023 and 2022, respectively.

In addition, the Company entered into certain transactions with SummerBio in the year ended December 31, 2022. These transactions included purchases of COVID-19 testing services for the Company’s employees and certain assets for a total amount of $0.6 million during the three months ended March 31, 2022.

Note 10. Net Loss per Share Attributable to Common Stockholders

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Because the Company reported a net loss for the three months ended March 31, 2023 and 2022, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods presented because the potentially dilutive shares would have been antidilutive if included in the calculation.

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

	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss attributable to common stockholders	$	(113,393)	$	(62,319)
Denominator:
Weighted-average shares outstanding	605,184,671		579,090,606
Net loss per share attributable to common stockholders, basic and diluted	$	(0.19)	$	(0.11)

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

	March 31, 2023
Common stock warrants	28,783,333
Unvested restricted stock units	23,855,690
Options to purchase common stock and unvested restricted stock awards	17,782,326
Unvested early exercised common stock options	3,338,985
Total	73,760,334

	March 31, 2022
Common stock warrants	28,783,333
Unvested restricted stock units	18,964,922
Options to purchase common stock and unvested restricted stock awards	22,622,456
Unvested early exercised common stock options	6,266,063
Earnout Shares	17,130,000
Total	93,766,774

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Note 11. Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued.

On May 3, 2023, the Company entered into a common stock purchase agreement with certain institutional investors for the issuance and sale in a registered direct offering of 43,985,681 shares of the Company's common stock, par value $0.0001 per share, at an offering price of $4.10 per share. The offering is expected to close on or about May 5, 2023. The net proceeds from the offering were approximately $180.2 million, after deducting estimated offering expenses payable by the Company. The offering was made pursuant to the Company's effective shelf registration statement on Form S-3 previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read together with our Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis includes forward looking statements that involve risks and uncertainties. Please see the section of this Quarterly Report on Form 10-Q titled “Special Note Regarding Forward-Looking Statements.”

Overview

We have spent more than a decade designing and testing a piloted all-electric aircraft that can take off and land vertically, while cruising like a traditional airplane. The aircraft is quiet when taking off, near silent when flying overhead and is designed to transport a pilot and four passengers at speeds of up to 200 mph, with a maximum range of 150 miles on a single charge. The low noise enabled by the all-electric powertrain will allow the aircraft to operate around dense, urban areas while blending into the background noise of cities. With more than 1,000 successful test flights already completed, and as the first eVTOL aircraft developer to receive a signed, stage 4 G-1 certification basis, we believe we are well positioned to be the first eVTOL manufacturer to earn airworthiness certification from the Federal Aviation Administration (“FAA”).

We do not currently intend to sell these aircraft to third parties or individual consumers. Instead, we plan to manufacture, own and operate our aircraft, building a vertically integrated transportation company that will deliver transportation services to our customers, including the U.S. Air Force through contracted operations, and to individual end-users through a convenient app-based aerial ridesharing platform. Our goal is to begin initial service operations with the Department of Defense in 2024, followed by commercial passenger operations in 2025. We believe this business model will generate the greatest economic returns, while providing us with end-to-end control over the customer experience to optimize for customer safety, comfort and value. There may be circumstances in which it is either required (for example, due to operating restrictions on foreign ownership in other countries) or otherwise desirable to sell aircraft in the future. While we do not expect this would change our core focus on building a vertically integrated transportation company, we may choose to sell aircraft in circumstances where we believe there is a compelling business reason to do so.

Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of March 31, 2023, we had an accumulated deficit of $848.0 million. We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from the merger described below.

The Merger

We entered into an Agreement and Plan of Merger (the “Merger Agreement”) on February 23, 2021, with Reinvent Technology Partners, a special purpose acquisition company (“RTP”). Pursuant to the Merger Agreement, on August 10, 2021 (the “Closing Date”), Joby Aero, Inc. (“Legacy Joby”) was merged with and into a wholly-owned subsidiary of RTP (the “Merger”). Legacy Joby survived as a wholly-owned subsidiary of RTP, which was renamed Joby Aviation, Inc. (“Joby Aviation”).

The Merger is accounted for as a reverse capitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, RTP is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Joby Aviation represent a continuation of the financial statements of Legacy Joby, with the Merger being treated as the equivalent of Joby Aviation issuing stock for the net assets of RTP, accompanied by a recapitalization. Legacy Joby operations prior to the Merger are presented as those of Joby Aviation. The Merger, which raised $1,067.9 million, has significantly impacted our capital structure and operating results, supporting our product development, manufacturing and commercialization efforts.

As a result of becoming a reporting company with the SEC and NYSE-listed company, we have hired and will continue to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal and administrative resources.

All shares and per share amounts of Legacy Joby for all presented periods have been retrospectively adjusted using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”).

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Key Factors Affecting Operating Results

For a more comprehensive discussion of the risks and uncertainties that could impact the Company’s business, please see the section entitled “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

Development of the Urban Air Mobility (“UAM”) market

Our revenue will be directly tied to the continued development of short distance aerial transportation. While we believe the market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. We are targeting initial service with the Department of Defense beginning in 2024, followed by commercial passenger operations in 2025, and our business will require significant investment leading up to launching these services, including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training, infrastructure and commercialization.

We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation. Additional factors impacting the pace of adoption of our aerial ridesharing service may include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground, air taxi or ride-hailing services; the development of adequate infrastructure; consumers’ perception about the safety convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives or more permanent work-from-home behaviors persist following the COVID pandemic. We anticipate initial operations with our U.S. government customers to be followed by operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations. If the market for UAM does not develop as expected, this would impact our ability to generate revenue or grow our business.

Competition

We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services. While we expect to be first to market with an eVTOL facilitated aerial ridesharing service, we expect this industry to be dynamic and increasingly competitive; and our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not receive any competitive advantage or may be overtaken by other competitors. If new or existing aerospace companies launch competing solutions in the markets in which we intend to operate or obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for eVTOL aircraft and aerial ridesharing, making it easier for them to obtain the permits and authorizations required to operate an aerial ridesharing service in the markets in which we intend to launch or in other markets. If we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. For a more comprehensive discussion, please see the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2022.

Government Certification

We agreed to a signed, stage 4 “G-1” certification basis for our aircraft with the FAA in 2020. This agreement lays out the specific requirements that need to be met by our aircraft for it to be certified for commercial operations. Reaching this milestone marks a key step on the way towards certifying any new aircraft in the U.S. Our aircraft was originally intended to be certified in line with the FAA’s existing Part 23 requirements for Normal Category Airplanes, with special conditions introduced to address requirements specific to our unique aircraft. In May 2022, the FAA indicated that they were revisiting the decision to certify all eVTOLs under Part 23 and would, instead, require certification under the “powered lift” classification. Based on the FAA’s revised certification requirements, we re-signed an updated stage 4 "G-1" certification basis in July 2022 and it was published in the federal register in November 2022.

In 2022, we received our Part 135 operating certificate, which is required for us to operate an on-demand air service. While that currently allows us to operate the service with conventional aircraft, the FAA will need to publish operational regulations related to eVTOLs before we add our aircraft to our Part 135 operating certificate. The FAA recently indicated that they do not expect the relevant operational regulations, or Special Federal Aviation Regulations (“SFARs”), for eVTOL aircraft to be finalized until late 2024. If the publication of the SFARs is further delayed, if the FAA requires further modifications to our existing G-1 certification basis, or if there are other regulatory changes or revisions, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service.

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In addition to certifying our aircraft, we will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our aerial ridesharing service. While we anticipate being able to meet the requirements of such authorizations and certifications, we may be unable to obtain such authorizations and certifications, or to do so on the timeline we project. If we fail to obtain any of the required authorizations or certifications, or do so in a timely manner, or if any of these authorizations or certifications are modified, suspended or revoked after we obtain them, we may be unable to launch our commercial service or do so on the timelines we project, which would have adverse effects on our business, prospects, financial condition and/or results of operations.

Agility Prime

In December 2020, we became, to the best of our knowledge, the first company to receive airworthiness approval for an eVTOL aircraft from the U.S. Air Force, and in the first quarter of 2021, we officially began on-base operations under contract pursuant to the U.S. Air Force’s Agility Prime program. Our multi-year relationship with the Department of Defense and other U.S. government agencies provides us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. In addition to the operational learnings and advanced research support, our contracts, which we expanded in July 2022 and again in April 2023, have a total potential value of more than $131 million through 2026. We are actively pursuing additional contracts and relationships that would further secure these on-base operations going forward. Our U.S. government contracting party may modify, curtail or terminate its contracts with us without prior notice, either at its convenience or for default based on performance, or may decline to accept performance or exercise subsequent option years. We may also be unable to secure additional contracts or continue to grow our relationship with the U.S. government and/or Department of Defense.

Impact of COVID-19

The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. The spread of COVID-19, as well as the emergence of variants, has also created disruptions in the manufacturing, delivery and overall supply chain for manufacturers and suppliers, and has led to a decrease in the need for transportation services around the world.

As a result of the COVID-19 pandemic, we have modified our business practices and implemented additional safety protocols for our on-site employees and contractors which we periodically update in an effort to respond to the latest public health guidance and to reduce the risk of exposure to COVID-19 or other seasonal illnesses. Although many governmental and other restrictions have been relaxed or eliminated, the emergence of additional variants may cause us to take further actions, or modify our current COVID-19 related business practices, as may be required by government authorities or that we determine are in the best interests of our employees, customers, suppliers, vendors and business partners. While the ultimate duration and extent of the COVID-19 pandemic cannot be accurately predicted, it has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic, as well as the ultimate impact on our business, remains unknown.

Fully-Integrated Business Model

Our business model is to serve as a fully-integrated eVTOL transportation service provider. Present projections indicate that payback periods on aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. As with any new industry and business model, numerous risks and uncertainties exist. Our projections are dependent on certifying and delivering aircraft on time and at a cost that will allow us to offer our service at prices that a sufficient number of customers will be willing to pay for the time and efficiency savings they receive from utilizing our eVTOL services. Our aircraft include parts and manufacturing processes unique to eVTOL aircraft, in general, and our product design, in particular. We have used our best efforts to estimate costs in our planning projections; however, the variable cost associated with assembling our aircraft at scale remains uncertain at this stage of development. Our fully-integrated business model also relies, in part, on developing and certifying component parts rather than sourcing already certified parts from third-party suppliers. While we believe this model will ultimately result in a more performant aircraft and better operating economics, the increased time and effort required to develop and certify these components may result in delays compared to alternative approaches. Our fully-integrated approach is also dependent on recruiting, developing and retaining the right talent at the right time to support engineering, certification, manufacturing, and go-to-market operations. As we progress with software development and verification we will have an increasing need to accelerate hiring. While we have taken steps to bring onboard additional resources in these areas, including the acquisition of Avionyx in May 2022, hiring in these areas has progressed slower than initially expected. If we are unable to add sufficient headcount it could impact our ability to meet our expected timelines for certification and entry into service.

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The success of our business also is dependent, in part, on the utilization rate of our aircraft, which is the amount of time our aircraft spend in the air carrying passengers. We intend to maintain a high daily aircraft utilization rate, and reductions in utilization will adversely impact our financial performance. High daily aircraft utilization is achieved in part by reducing turnaround times at skyports. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance events. Our aircraft may not be able to fly in poor weather conditions, including snowstorms, thunderstorms, high winds, lightning, hail, known icing conditions and/or fog. Our inability to operate in these conditions will reduce our aircraft utilization and cause delays and disruptions in our services

Components of Results of Operations

Research and Development Expenses

Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, including rent, information technology costs and utilities. Research and development expenses are partially offset by payments we received in the form of government grants, including those received under the Agility Prime program.

We expect our research and development expenses to increase as we increase staffing to support aircraft engineering and software development, build aircraft, and continue to explore and develop next generation aircraft and technologies.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated depreciation, rent, information technology costs and utilities.

We expect our selling, general and administrative expenses to increase as we hire additional personnel and consultants to support our operations and comply with applicable regulations, including the Sarbanes-Oxley Act (“SOX”) and other SEC rules and regulations.

Investment in SummerBio, LLC

Following the outbreak of the COVID-19 pandemic, our management determined that certain previously developed technology that was accessible to us could be repurposed and applied to providing high-volume, rapid COVID-19 diagnostic testing. through its investment in, SummerBio, LLC (“SummerBio”), a related party. The company accounts for its investment in SummerBio was,under the equity method of accounting with an ownership interest of approximately 44.5% and 43.4% as of December 31, 2022 and March 31, 2022, respectively. In June 2022, SummerBio notified us of its decision to wind down testing operations and close the business which SummerBio substantially executed by the end of December 2022.

The Company recognized income nil and $14.5 million for the three months ended March 31, 2023 and 2022, respectively.

Gain (Loss) from changes in fair value of Warrants and Earnout Shares Liabilities

Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Warrants”), warrants issued to Delta Air Lines, Inc. (“Delta Warrants”) and Earnout Shares are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date. We expect to incur an incremental income (expense) in the condensed consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period.

2022 Acquisitions

On March 9, 2022, we completed the acquisition of an aerospace composite manufacturing company, whereby we acquired all the purchased assets and assumed selected liabilities in exchange for a total consideration consisting of (i) $1.5 million in cash, and (ii) RSUs with the aggregate acquisition date value of $0.1 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations. The purchase consideration of $1.5 million was allocated to the following: a $1.1 million in favorable lease assets, $0.4 million of acquired machinery and equipment, $0.1 million of acquired current assets, and $0.1 million of acquired current liabilities.

On May 17, 2022, we completed the acquisition of an aerospace software engineering company that specializes in full-lifecycle software and firmware development and verification to aviation regulatory standards, in exchange for total cash

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consideration of $7.2 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations. Part of the cash consideration in an amount of $2.2 million was temporarily retained by us to satisfy our post-closing indemnification claims, if any, against the seller. This retained amount is payable to the seller, net of indemnification claims, at the one-year anniversary of the acquisition. As of March 31, 2023, this retained amount of $2.2 million is presented as restricted cash on the Company’s condensed consolidated balance sheet, with a related corresponding amount in accrued and other liabilities, reflecting obligations to the seller.

In relation to the acquisition, we issued 790,529 RSUs with an aggregate acquisition date value of approximately $4.5 million. We also paid $0.5 million to the employees of the acquired company, and settled accounts payable to the acquired company of $0.2 million. The RSUs vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the RSUs’ vesting terms, commencing on the acquisition date.

The purchase consideration of $7.2 million was, preliminary, allocated to $3.3 million of goodwill, primarily resulting from the combined workforce and expected increased regulatory efficiencies, $2.5 million of total intangible assets comprising of $2.4 million of acquired customer relationships intangible asset and $0.1 million of acquired developed technology intangible asset, $1.5 million of acquired current assets, primarily cash and accounts receivable, $0.3 million of acquired fixed assets, and $0.4 million of acquired current liabilities. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company’s fair value assessments are finalized. In September 2022, the company made certain measurement period adjustments, which included a working capital adjustment with the seller in accordance with the agreement terms, resulting in an increase to the purchase consideration of $0.1 million which was paid during the three months ended December 31, 2022.

On November 30, 2022, the Company completed the purchase of certain real property, improvements and other assets (“Property”) from Frederick Electronics Corporation, a Maryland corporation and Plantronics, Inc., a Delaware corporation (“Sellers”) for a cash purchase price of $25.5 million. The Property consists of approximately 162,000 square feet across five buildings located at 333 Encinal Street, Santa Cruz, California and will be used as the Company’s corporate headquarters. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the gross assets acquired was represented by a group of similar assets. The purchase consideration was allocated to $6.3 million of land, $17.7 million of buildings and site improvements and $1.5 million of equipment, fixtures and furniture.

Interest and Other Income, Net

Interest income consists primarily of interest earned on our cash and cash equivalents and investments in marketable securities.

Provision for Income Taxes

Our provision for income taxes consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law. Due to the level of historical losses, we maintain a valuation allowance against U.S. federal and state deferred tax assets as it has been concluded it is more likely than not that these deferred tax assets will not be realized.

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Results of Operations

Comparison of the Three Months Ended March 31, 2023 to the Three Months Ended March 31, 2022

The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage):

	Three Months Ended March 31,				Change
	2023		2022		($)	(%)
Operating expenses
Research and development	$	75,518	$	72,071	3,447	5	%
Selling, general and administrative	24,198		22,272		1,926	9	%
Total operating expenses	99,716		94,343		5,373	6	%
Loss from operations	(99,716)		(94,343)		(5,373)	6	%
Interest and other income, net	8,400		757		7,643	n.m.
Income from equity method investment	—		14,458		(14,458)	(100)	%
Gain (Loss) from change in fair value of warrants and earnout shares	(22,043)		16,814		(38,857)	(231)	%
Total other income (loss), net	(13,643)		32,029		(45,672)	(143)	%
Loss before income taxes	(113,359)		(62,314)		(51,045)	82	%
Income tax expenses	34		5		29	580	%
Net loss	$	(113,393)	$	(62,319)	(51,074)	82	%

n.m. marks changes that are not meaningful for further discussion

Research and Development Expenses

Research and development increased by $3.4 million, or 5%, to $75.5 million during the three months ended March 31, 2023 from $72.1 million during the three months ended March 31, 2022. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, manufacturing process development, and certification, as well as increased quantity of materials used in prototype development and testing. These costs were partially offset by government research and development grants earned through operations as part of our Department of Defense contracts.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $1.9 million, or 9%, to $24.2 million during the three months ended March 31, 2023 from $22.3 million during the three months ended March 31, 2022. The increase was primarily attributable to increased headcount to support operations growth, including IT, legal, facilities, HR, and finance, as well as an increase in insurance cost and professional services cost related to legal, accounting and recruiting support.

Total Other Income (loss), Net

Total other income (loss), net decreased by $45.7 million, or 143%, to $13.6 million loss, net during the three months ended March 31, 2023 from total other income (loss), net of $32.0 million income during the three months ended March 31, 2022. The decrease was primarily driven by a $38.9 million change in fair value of warrants and earnout shares and a $14.5 million decrease in income from equity method investment due to the closure of the SummerBio business in the three months ended December 31, 2022. These were partially offset by. a $7.6 million increase in interest and other income primarily due to increased interest rates.

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Liquidity and Capital Resources

Sources of Liquidity

We have incurred net losses and negative operating cash flows from operations since inception, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. To date, we have funded our operations primarily with proceeds from the Merger and issuance of stock and convertible notes. From inception through March 31, 2023, we raised net proceeds of $1,067.9 million from the Merger and $843.3 million from the issuances of Legacy Joby’s redeemable convertible preferred stock and convertible notes and $60.0 million from issuance of shares and warrants to Delta Air Lines, Inc.. As of March 31, 2023, we had cash, cash equivalents and restricted cash of $52.8 million and short-term investment in marketable securities of $928.0 million. Restricted cash, totaling $3.0 million, reflects cash temporarily retained by us to satisfy our post-closing indemnification claims, if any, against the seller, in connection with the acquisition of aerospace software engineering company in May 2022 and security deposit on leased facilities. We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.

Long-Term Liquidity Requirements

We expect our cash and cash equivalents on hand together with the cash we expect to generate from future operations will provide sufficient funding to support us through our initial service operations in 2024. Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.

Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost and support services. Near-term cash requirements will also include spending on manufacturing facilities, ramping up production and supporting production certification, scaled manufacturing operations for commercialization, infrastructure and skyport development, pilot training facilities, software development and production of aircraft. We do not have material cash requirements related to current contractual obligations. As such, our cash requirements are highly dependent upon management’s decisions about the pace and focus of both our short and long-term spending.

Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of investments, infrastructure and production of aircraft. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from our customers, the expansion of sales and marketing activities and the timing and extent of spending to support development efforts. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies, which could require us to seek additional equity or debt financing. If we require additional financing we may not be able to raise such financing on acceptable terms or at all. If we are unable to raise additional capital or generate cash flows necessary to continue our research and development and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. If adequate funds are not available, we may need to reconsider our investments in production operations, the pace of our production ramp-up, infrastructure investments in skyports, expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.

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Cash Flows

The following tables set forth a summary of our cash flows for the periods indicated (in thousands, except percentage):

	Three Months Ended March 31,				Change
	2023		2022		($)	(%)
Net cash (used in) provided by:
Operating activities	$	(78,568)	$	(61,426)	(17,142)	28	%
Investing activities	(19,129)		(476,132)		457,003	(96)	%
Financing activities	422		80		342	428	%
Net decrease in cash, cash equivalents, and restricted cash	$	(97,275)	$	(537,478)	440,203	(82)	%

Net Cash Used in Operating Activities

Net cash used in operating activities for the three months ended March 31, 2023 was $78.6 million, consisting primarily of a net loss of $113.4 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $22.1 million loss from change in the fair value of warrants and earnout shares, $17.3 million stock-based compensation expense, and $7.1 million depreciation and amortization expense partially offset by a net increase in our net working capital of $7.9 million and $3.7 million net accretion and amortization of our investments in marketable securities,

Net cash used in operating activities for the three months ended March 31, 2022 was $61.4 million, consisting primarily of a net loss of $62.3 million, adjusted for non-cash items and statement of operations impact from financing activities which included $19.4 million stock-based compensation expense, a $5.2 million depreciation and amortization expense, $0.8 million net accretion and amortization of our investments in marketable securities and a net decrease in our net working capital of $6.7 million, primarily related to distribution from equity method investment, partially offset by a $16.8 million gain from change in the fair value of warrants and earnout shares and $14.5 million increase in income from equity method investment.

Net Cash Used in Investing Activities

Net cash used in investing activities for the three months ended March 31, 2023 of $19.1 million was primarily due to purchases of marketable securities of $126.4 million and purchases of property and equipment of $8.8 million, partially offset by proceeds from the sales and maturities of marketable securities of $116.1 million.

Net cash used in investing activities for the three months ended March 31, 2022 of $476.1 million was primarily due to purchases of marketable securities of $571.9 million, purchases of property and equipment of $10.8 million, and acquisition of assets of $1.5 million, partially offset by proceeds from the sales and maturities of marketable securities of $108.1 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2023 of $0.4 million was primarily due to proceeds from exercise of stock options of $0.6 million, partially offset by repayment of tenant improvement loan and obligations under finance and capital lease of $0.2 million.

Net cash provided by financing activities for the three months ended of $0.1 million was primarily due to proceeds from exercise of stock options and issuance of common stock warrants issuance of $0.4 million, partially offset by repayment of tenant improvement loan and capital lease obligations of $0.3 million.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making

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judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

The accounting policies of the Company are the same as those set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the audited Consolidated Financial Statements contained in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

Recent Accounting Pronouncements

See Note 2 of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for more information regarding recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are exposed to market risk for changes in interest rates applicable to our short-term investments. We had cash, cash equivalents, restricted cash and investments in short-term marketable securities totaling $980.8 million as of March 31, 2023. Cash equivalents and short-term investments were invested primarily in money market funds, U.S. treasury bills and government and corporate bonds. Our investment policy is focused on the preservation of capital and supporting our liquidity needs. Under the policy, we invest in highly rated securities, issued by the U.S. government and corporations or liquid money market funds. We do not invest in financial instruments for trading or speculative purposes, nor do we use leveraged financial instruments. We utilize external investment managers who adhere to the guidelines of their investment policies. A hypothetical 10% change in interest rates would not have a material impact on the value of our cash, cash equivalents or short-term investments or our interest income.

Foreign Currency Risk

We are not exposed to significant foreign currency risks related to our operating expenses as our foreign operations are not material to our Condensed Consolidated Financial Statements.

Item 4. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

Our management, under the supervision and with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures at the end of the period covered by this Quarterly Report. Based upon this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Quarterly Report, the design and operation of our disclosure controls and procedures were not effective because of our previously reported material weakness that was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Notwithstanding the identified material weakness, management, including our principal executive officer and principal financial and accounting officer, believe that the condensed consolidated financial statements contained in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the fiscal period presented in conformity with GAAP.

Ongoing Remediation of Material Weakness

During the year ended December 31, 2022, our management, with the oversight of the Audit Committee of our Board of Directors, continued to design and implement measures to remediate the control deficiencies contributing to the material weakness and completed testing of the operating effectiveness of internal controls.

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While significant progress has been made to improve our internal control over financial reporting, not all aspects of our past material weakness have been sufficiently remediated. The remaining aspect of the material weakness, as of December 31, 2022, relates to the lack of sufficient accounting resources with deep technical accounting knowledge to identify and resolve complex accounting issues in a timely manner. Remediation of the material weakness will require further validation and testing of the operating effectiveness of the applicable remedial controls over a sustained period of financial reporting cycles.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, other than the continuing implementation of remediation measures described above, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to a variety of claims that arise from time to time in the ordinary course of our business. While management currently believes that resolving claims against us, individually or in aggregate, will not have a material adverse impact on our financial position, results of operations or statement of cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. If an unfavorable final outcome were to occur, it may have a material adverse impact on our financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable.

Item 1A. Risk Factors.

Our business, prospects, financial condition, operating results and the price of our common stock may be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a more comprehensive discussion of the risks and uncertainties that could impact the Company’s business, please see the section entitled “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 28, 2022. Any of these factors, in whole or in part, as well as other risks not currently known to us or that we currently consider material, could materially and adversely affect our business, prospects, financial condition, operating results and the price of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 6, 2023, we issued and sold 137,174 shares of common stock to an accredited investor at a price of $7.29 per share, for aggregate amount of $999,998. We received $100,000 in cash proceeds upon issuance of the shares. The remaining $899,998 will be paid in connection with the occurrence of certain milestones, and the shares are subject to vesting conditions that lapse proportionally as payment is received. The proceeds from the sale will be used for general corporate purposes. The issuance was conducted in a private placement that was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation D.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following exhibits are filed or furnished as a part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Number	Description	Form	Exhibit	Filing Date	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of Joby Aviation, Inc.	S-4	3.2	7/6/2021
3.2	Bylaws of Joby Aviation, Inc.	S-4	3.3	7/6/2021
10.1#	2023 Performance Award Program				X
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation #S-K, Item 601(b)(10)

*These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Joby Aviation, Inc.
Date: May 5, 2023	By:	/s/ JoeBen Bevirt
		JoeBen Bevirt
		Chief Executive Officer, Chief Architect and Director
Date: May 5, 2023	By:	/s/ Matthew Field
		Matthew Field
		Chief Financial Officer and Treasurer

34

EX-10.1

Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

JOBY AVIATION, INC.

2023 PERFORMANCE AWARD PROGRAM

(effective January 1, 2023)

This Performance Award Program (this “Program”) has been adopted by the Compensation Committee of the Board of Directors (the “Board”) of Joby Aviation, Inc. (together with its subsidiaries, the “Company”) under the Company’s 2021 Incentive Award Plan (the “Plan”) effective as of January 1, 2023 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.

Purpose and Participants

The purpose of the Program is to provide an incentive to the Company’s employees to achieve certain business and operational goals for calendar year 2023, as set forth on Exhibit A attached hereto.

“Participants” in the Program include all permanent employees of the Company’s subsidiaries listed on Exhibit B (the “Participating Subsidiaries”), whether full-time or part-time, including employees hired by the Participating Subsidiaries following the Effective Date of this Program. Any employee hired after the Effective Date must be employed by a Participating Subsidiary as a permanent full-time or part-time employee for at least 30 days prior to achievement of a given goal to be eligible to receive an Award for that goal.1 Any Participant who terminates employment with a Participating Subsidiary or transitions to a role other than permanent full-time or part-time employee shall be ineligible to participate in the Program. If a Participant transitions from a permanent full-time or part-time employee role to a consulting role, any Awards previously granted under the Program will continue to vest provided that the individual is continuously providing services to the Company or a Participating Subsidiary through the applicable vesting date.

Other employees or consultants may be granted Awards under the Program on the same terms as Participants in the sole discretion of the Administrator, in which case any reference to a “Participant” herein shall also be deemed to refer to such individuals.

Interns, contractors, seasonal workers and other temporary employees are not eligible Participants.

Certain Definitions

As used in this Program, the following terms have the following meanings:

●“Achievement Date” for a Goal means the date the Goal was achieved, as determined by the Administrator.

●“Administrator” means the Compensation Committee of the Board, unless otherwise designated by the Board.

●“Award” means an award of Restricted Stock Units (“RSUs”) that is granted under this Program.

1     For example, if a Goal is achieved April 15, 2023, team members who started after the Effective Date must have started their employment with Joby on or before March 16, 2023, to be eligible for an Award for that Goal.

●“Determination Date” means the date that the Administrator determines that a Goal has been achieved resulting in an Earned Amount for Participants.

●“Discretionary Leave of Absence” means a leave of absence other than a leave mandated by applicable law or specifically provided for under the Company’s Employee Leave Policy, as in effect at the time of the leave.

●“Earned Amount” has the meaning set forth on Exhibit A attached hereto.

●“Goal” has the meaning set forth on Exhibit A attached hereto.

●“Grant Date” means the date that an Award is granted under this Program.

●“Performance Period” means calendar year 2023.

●“Proration Multiplier” means:

ofor any Participant who commenced employment with a Participating Subsidiary after January 1, 2023: the ratio of (i) the number of calendar months the Participant will have been employed by the Participating Subsidiary as of December 31, 2023 (assuming the Participant continues to be employed through December 31, 2023), over (ii) 12.2

ofor any Participant who was employed by a Participating Subsidiary on January 1, 2023: 1.0.

oimpact of leaves of absence: Participants who are on a Discretionary Leave of Absence for a portion of the year will have their performance multiplier reduced by 1/12 for every 30 days (whether or not consecutive) that they have been on Discretionary Leave of Absence prior to achievement of a Goal. Discretionary Leaves of Absence totaling 30 days or less will have no impact on the Proration Multiplier.

●“Target Amount” for a Participant means the target amount established by the Administrator for such Participant or, if no target amount has been established by the Administrator for such Participant, 30% of the Participant’s annualized base salary or base wages (excluding overtime pay, double-time pay, and/or bonus pay) effective as of each particular Achievement Date. For part-time employees, a Participant’s annualized salary shall be calculated based upon the expected number of hours worked per week as reflected in the Participant’s offer letter, compensation change letter, employment status change letter or other employment agreement. If the expected number of hours is expressed as a range (i.e. 20-25 hours), the annualized salary shall be calculated based upon the upper end of the stated range.

Awards

On each Determination Date, the Administrator shall determine the Goal(s) that have been achieved and approve the Goal(s) and the Achievement Date(s). Subject to Administrator approval, each Participant in the Program as of the Determination Date shall be granted an Award under the Plan with respect to the Goal(s) achieved, with the number of RSUs subject to the Award calculated by dividing:

(i) the product of the Participant’s Earned Amount for the Goal(s) multiplied by the Proration Multiplier, by

(ii) the volume weighted average trading price of the Common Stock over the 20 consecutive trading days ending with the applicable Achievement Date (or the

2     For example, if an employee is hired on March 15, 2023, the Proration Multiplier will be 10/12.

immediately preceding trading day if the Achievement Date falls on a day when the markets are closed).

Each Award that is granted hereunder will vest in equal installments on each of January 16, 2024, February 12, 2024, March 11, 2024 and April 16, 2024 (each a “Vesting Date”), subject in each case to the Participant’s continued employment with the Participating Subsidiary through each such vesting date. If a Participant is on a Discretionary Leave of Absence as of an applicable Vesting Date, the Award will vest following the Participant’s return to active service, consistent with the Company’s discretionary leave of absence policy. Consistent with the terms of the Plan, vested Awards will generally be deposited in a Participant’s account within 30 days after the vesting date.

Miscellaneous

The other provisions of the Plan shall apply to the RSUs granted under this Program, except to the extent such other provisions are inconsistent with this Program. All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants of RSUs hereby are subject in all respects to the terms of the Plan. The grant of RSUs under this Program shall be made solely by and subject to the terms set forth in an Award Agreement in a form approved by the Board and duly executed by an executive officer of the Company.

* * * * *

EXHIBIT A

2023 Performance Goals

The table below sets forth the performance goals under this Program (each, a “Goal”) for the Performance Period, and the corresponding potential amounts (expressed as a percentage of a Participant’s annualized base salary or wages on the Achievement Date) that may be earned for each Goal. If the Administrator determines that a particular Goal has not been achieved during the Performance Period, then no amount shall be paid under this Program in respect of that Goal. The Administrator has sole discretion to amend, modify, remove or replace any Goal prior to its achievement.

If the Administrator determines that a particular Goal has been achieved during the Performance Period, then for each Participant the “Earned Amount” for that Goal shall be determined by multiplying the Participant’s annualized base salary or wages on the Achievement Date by the corresponding percentages set forth in the table below.

Solely as an example: Assume a Participant has an annualized base salary of $100,000 and the Administrator determines that Goal 1(a) was achieved on [*****]. The Participant’s Earned Amount for the achievement of this Goal would be $4,000 (i.e., $100,000 multiplied by 4%).

For each Participant, the maximum possible aggregate Earned Amount is 133.33% of the Participant’s Target Amount. For any Participant for whom the Administrator has established a Target Amount that is other than 30% of such Participant’s base salary or wages, the amounts below shall be proportionately adjusted so that each Goal shall represent the same proportion of such Participant’s Target Amount as reflected in the table below.3

#	Goal Description	Achievement Percentage (Target)	Achievement Percentage (Stretch)4
Goal 1: Development & Certification
1(a)	Inhabited flight	3%	1%5
1(b) – [*****]
1(b)(i)	[*****]	3%	--
1(b)(ii)	[*****]	3%6	--
1(b)(iii)	[*****]	1%	2.5%7
1(b)(iv)	[*****]	0.5%	--
1(b)(v)	[*****]	1%	–
1(b)(vi)	[*****]	1%	–
1(b)(vii)	[*****]	1%	0.5%8

3 For example, if a Participant’s Target Amount represents 60% of such Participant’s base salary or wages, the target percentage for Goal 1(b)(i) would be 6%.

4 Stretch percentages are in addition to target percentages.

5 Additional 1% to be earned if achieved by [*****]

6 [*****]

7 [*****]

8 Additional 0.5% to be earned for [*****]

[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

#	Goal Description	Achievement Percentage (Target)	Achievement Percentage (Stretch)9
1(c)	5 new area specific certification plans [*****] submitted to the FAA by [*****]	1%10	--
1(d) – Testing
1(d)(i)	[*****]	2%11	--
1(d)(ii)	[*****]	1%	--
1(d)(iii)	[*****]	–	2.0%
1(d)(iv)	[*****]	--	0.5%
1(e) – Deliver Key [*****] Objectives
1(e)(i)	[*****]	0.5%	--
1(e)(ii)	[*****]	1%12	--

Goal 2: Manufacturing

2(a)(i)	[*****]	4%13	--
2(a)(ii)	[*****]	–	1%
2(b)	[*****]	--	1%
2(c)	[*****]	2%14

Goal 3: Commercialization/Operations

3(a) – Government Contract Operational Deliverables for [*****]
3(a)(i)	[*****]	1%15	--
3(a)(ii)	[*****]	2%16	--
3(a)(iii)	[*****]	0.5%	--
3(b) – Foundation for the commercial aerial ride sharing service
3(b)(i)	[*****]	0.5%	0.5%17
3(b)(ii)	[*****]	0.5%	--
3(b)(iii)	[*****]	--	0.5%
3(c) – Infrastructure Planning
3(c)(i)	[*****]	0.5%
3(c)(ii)	[*****]	--	0.5%

9 Stretch percentages are in addition to target percentages.

10 Amount to be pro-rated if a lesser number of area specific certification plans (ASCPs) are submitted. For example, if 2 ASCPs are submitted to the FAA by [*****], 0.40% will be earned. The Achievement Date for this Goal will be the earlier of (i) the date on which the fifth new ASCP is submitted or, (ii) if the achievement is pro-rated, [*****].

11 [*****]

12 [*****].

13 [*****]

14 [*****]

15 [*****]

16 0.5% to be earned upon achievement of [*****]. The additional 1.5% will be awarded upon achievement of [*****] and will be pro-rated if [*****]. The Achievement Date for the 1.5% portion of this Goal will be the earlier of (i) the date on which [*****], or (ii) if the achievement is pro-rated, December 31, 2023.

17 Additional Stretch Goal to be earned if [*****]

[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

EXHIBIT B

Participating Subsidiaries

Joby Aero, Inc.

Joby Germany GmbH

Joby Austria GmbH

Joby U.K. Limited

[*****]

Joby Elevate, Inc.

[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, JoeBen Bevirt, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 of Joby Aviation, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 5, 2023	By:	/s/ JoeBen Bevirt
		JoeBen Bevirt
		Chief Executive Officer and Chief Architect (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew Field, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 of Joby Aviation, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 5, 2023	By:	/s/ Matthew Field
		Matthew Field
		Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Joby Aviation, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, JoeBen Bevirt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 5, 2023

/s/ JoeBen Bevirt
Name:	JoeBen Bevirt
Title:	Chief Executive Officer and Chief Architect (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Joby Aviation, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Field, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 5, 2023

/s/ Matthew Field
Name:	Matthew Field
Title:	Chief Financial Officer and Treasurer (Principal Financial Officer)

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 03, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39524
Entity Registrant Name	Joby Aviation, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1548118
Entity Address, Address Line One	333 Encinal Street
Entity Address, City or Town	Santa Cruz
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95060
City Area Code	831
Local Phone Number	201-6700
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		630,978,702
Entity Central Index Key	0001819848
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	JOBY
Security Exchange Name	NYSE
Common stock warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	JOBY WS
Security Exchange Name	NYSE

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 49,795	$ 146,101
Short-term investments	927,980	910,692
Total cash, cash equivalents and short-term investments	977,775	1,056,793
Restricted cash	2,235	3,204
Other receivables	10,912	4,021
Prepaid expenses and other current assets	22,218	20,160
Total current assets	1,013,140	1,084,178
Property and equipment, net	93,032	92,103
Operating lease right-of-use assets	24,023	25,149
Restricted cash	762	762
Intangible assets	11,085	12,581
Goodwill	14,011	14,011
Other non-current assets	62,674	64,200
Total assets	1,218,727	1,292,984
Current liabilities:
Accounts payable	3,927	7,710
Operating lease liabilities, current portion	3,546	3,710
Accrued and other current liabilities	22,844	18,783
Total current liabilities	30,317	30,203
Operating lease liabilities, net of current portion	22,684	23,613
Warrant liability	37,814	28,783
Earnout shares liability	57,094	44,055
Other non-current liabilities	1,323	1,589
Total liabilities	149,232	128,243
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock: $0.0001 par value - 100,000,000 shares authorized. No shares issued and outstanding.	0	0
Common stock: $0.0001 par value - 1,400,000,000 shares authorized; 629,522,605 and 622,602,815 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.	61	61
Additional paid-in capital	1,923,054	1,908,179
Accumulated deficit	(848,046)	(734,653)
Accumulated other comprehensive loss	(5,574)	(8,846)
Total stockholders’ equity	1,069,495	1,164,741
Total liabilities and stockholders’ equity	$ 1,218,727	$ 1,292,984

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock , par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares Issued (in shares)	0	0
Preferred stock shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,400,000,000	1,400,000,000
Common stock, shares, issued (in shares)	629,522,605	622,602,815
Common stock, shares outstanding (in shares)	629,522,605	622,602,815

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development (including related party purchases of $128 and $644 for the three months ended March 31, 2023 and 2022, respectively.)	$ 75,518	$ 72,071
Selling, general and administrative (including related party purchases of $24 and $161 for the three months ended March 31, 2023 and 2022, respectively.)	24,198	22,272
Total operating expenses	99,716	94,343
Loss from operations	(99,716)	(94,343)
Interest and other income, net	8,400	757
Income from equity method investment	0	14,458
Gain (Loss) from change in fair value of warrants and earnout shares	(22,043)	16,814
Total other income (loss), net	(13,643)	32,029
Loss before income taxes	(113,359)	(62,314)
Income tax expense	34	5
Net loss	$ (113,393)	$ (62,319)
Net loss per share, basic (in dollars per share)	$ (0.19)	$ (0.11)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.19)	$ (0.11)
Weighted average number of shares outstanding, basic (in shares)	605,184,671	579,090,606
Weighted average number of shares outstanding, diluted (in shares)	605,184,671	579,090,606

XML

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Research and development, related party purchases	$ 128	$ 644
Selling, general and administrative, related party purchases	$ 24	$ 161

XML

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (113,393)	$ (62,319)
Other comprehensive gain (loss):
Unrealized gain (loss) on available-for-sale securities	3,245	(2,596)
Foreign currency translation gain	27	38
Total other comprehensive gain (loss)	3,272	(2,558)
Comprehensive loss	$ (110,121)	$ (64,877)

XML

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance at Dec. 31, 2021	$ 1,316,759	$ 60	$ 1,793,431	$ (476,610)	$ (122)
Common stock, beginning balance (in shares) at Dec. 31, 2021		604,174,329
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(62,319)			(62,319)
Stock-based compensation	12,088		12,088
Issuance of common stock upon exercise of stock options (in shares)		823,524
Issuance of common stock upon exercise of stock options	428		428
Issuance of common stock upon release of restricted stock units (in shares)		851,557
Vesting of early exercised stock options and common stock issued in private placement	121		121
Stock withheld related to net share settlement (in shares)		(13,041)
Shares withheld related to net share settlement	(85)		(85)
Other comprehensive loss	(2,558)				(2,558)
Common stock, ending balance (in shares) at Mar. 31, 2022		605,836,369
Ending balance at Mar. 31, 2022	1,264,434	$ 60	1,805,983	(538,929)	(2,680)
Beginning balance at Dec. 31, 2022	$ 1,164,741	$ 61	1,908,179	(734,653)	(8,846)
Common stock, beginning balance (in shares) at Dec. 31, 2022	622,602,815	622,602,815
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (113,393)			(113,393)
Stock-based compensation	14,157		14,157
Issuance of common stock upon exercise of stock options (in shares)		945,803
Issuance of common stock upon exercise of stock options	614		614
Issuance of common stock upon release of restricted stock units (in shares)		5,836,813
Vesting of early exercised stock options and common stock issued in private placement	104		104
Issuance of common stock in private placement (in shares)		137,174
Other comprehensive loss	$ 3,272				3,272
Common stock, ending balance (in shares) at Mar. 31, 2023	629,522,605	629,522,605
Ending balance at Mar. 31, 2023	$ 1,069,495	$ 61	$ 1,923,054	$ (848,046)	$ (5,574)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (113,393)	$ (62,319)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization expense	7,067	5,212
Stock-based compensation expense	17,258	19,429
Loss (Gain) from change in the fair value of warrants and earnout shares	22,070	(16,814)
Income from equity method investment	0	(14,458)
Net accretion and amortization of investments in marketable debt securities	(3,670)	774
Changes in operating assets and liabilities
Other receivables and prepaid expenses and other current assets	(8,517)	418
Other non-current assets	2,629	9,332
Accounts payable and accrued and other liabilities	(1,083)	(3,000)
Non-current liabilities	(929)	0
Net cash used in operating activities	(78,568)	(61,426)
Cash flows from investing activities
Purchase of marketable securities	(126,445)	(571,890)
Proceeds from sales and maturities of marketable securities	116,072	108,056
Purchases of property and equipment	(8,756)	(10,833)
Acquisition, net of cash	0	(1,465)
Net cash used in investing activities	(19,129)	(476,132)
Cash flows from financing activities
Proceeds from issuance of common stock in private placement	50	0
Proceeds from the exercise of stock options	612	342
Repayments of tenant improvement loan and obligations under finance and capital lease	(240)	(262)
Net cash provided by financing activities	422	80
Net change in cash, cash equivalents and restricted cash	(97,275)	(537,478)
Cash, cash equivalents and restricted cash, at the beginning of the period	150,067	956,325
Cash, cash equivalents and restricted cash, at the end of the period	52,792	418,847
Reconciliation of cash, cash equivalents and restricted cash to balance sheets
Cash and cash equivalents	49,795	417,116
Restricted cash	2,997	1,731
Cash, cash equivalents and restricted cash	52,792	418,847
Non-cash investing and financing activities
Unpaid property and equipment purchases	1,357	426
Property and equipment purchased through capital leases	$ 0	$ 252

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Company and Nature of Business

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Company and Nature of Business

Company and Nature of Business

Description of Business

Joby Aviation, Inc. (“Joby Aviation” or the “Company”) is a vertically integrated air mobility company that is building a clean, quiet, fully-electric vertical takeoff and landing (“eVTOL”) aircraft to be used by the Company to deliver air transportation as a service. The Company is headquartered in Santa Cruz, California.

Merger with RTP

On August 10, 2021 (the “Closing Date”), Reinvent Technology Partners, a Cayman Islands exempted company and special purpose acquisition company (“RTP”), completed the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 23, 2021, by and among RTP, RTP Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of RTP (“RTP Merger Sub”), and Joby Aero, Inc., a Delaware corporation (“Legacy Joby”). On the Closing Date, RTP was domesticated as a Delaware corporation, Merger Sub merged with and into Legacy Joby and the separate corporate existence of Merger Sub ceased (the “Merger”), and Legacy Joby survived as a wholly-owned subsidiary of RTP, which changed its name to Joby Aviation, Inc.

In connection with the execution of the Merger Agreement, RTP entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and RTP agreed to sell to the PIPE Investors, shares of Common Stock (“PIPE Shares”), in a private placement (“PIPE Financing”). The PIPE Financing closed substantially concurrently with the consummation of the Merger.

The Merger, together with the other transactions described in the Merger Agreement and the PIPE Financing, are referred to herein as the (“Reverse Recapitalization”). The number of Legacy Joby common shares and redeemable convertible preferred shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement. Please refer to Note 3, “Reverse Recapitalization,” in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The Condensed Consolidated Financial Statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented.

The Condensed Consolidated Financial Statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

There have been no changes to the Company’s significant accounting policies described in Note 2 “Summary of Significant Accounting Policies” to the audited Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2022, that have had a material impact on the Condensed Consolidated Financial Statements and related notes.

Certain information and footnote disclosures normally included in the Company’s annual audited Consolidated Financial Statements and accompanying notes have been condensed or omitted in these accompanying interim Condensed Consolidated Financial Statements and footnotes. Accordingly, the accompanying interim Condensed Consolidated Financial Statements included herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. In the opinion of management, these unaudited Condensed Consolidated Financial Statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with remaining original maturity of three months or less, from the date of purchase, to be cash and cash equivalents. The recorded carrying amount of cash and cash equivalents approximates their fair value. At March 31, 2023 and December 31, 2022, restricted cash primarily related to (i) approximately $2.2 million of cash temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller, in connection with the acquisition of an aerospace software engineering company in May 2022 (Note 4) and (ii) a security deposit for a lease obligation of approximately $0.8 million. Additionally, at December 31, 2022, restricted cash included collateral on a letter of credit associated with key equipment purchases of approximately $1.0 million which was settled during the three months ended March 31, 2023.

Investment in SummerBio, LLC

Following the outbreak of the COVID-19 pandemic, the Company’s management determined that certain previously developed technology that was accessible to the Company could be repurposed and applied in providing high-volume rapid COVID-19 testing through its investment in SummerBio, LLC (“SummerBio”), a related party. The Company has determined that it is not the primary beneficiary of SummerBio. Therefore, it accounts for its investment in SummerBio under the equity method of accounting with an ownership interest of approximately 44.5% as of March 31, 2023 and December 31, 2022. In June 2022, SummerBio notified the Company of its decision to wind down testing operations and close the business, which SummerBio substantially completed by the end of December 2022.

The Company recognized income of nil and $14.5 million for the three months ended March 31, 2023 and 2022, respectively, within income from equity method investment on the condensed consolidated statement of operations for its investment in SummerBio.

New Accounting Pronouncements Not Yet Adopted

There are no recent accounting pronouncements applicable to the Company pending adoption that the Company expects will have a material impact on our condensed consolidated financial condition, results of operations, or cash flows.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

•Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

•Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

•Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The Company’s financial assets consist of Level 1 and 2 assets. The Company classifies its cash equivalents and marketable debt securities within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company’s fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments.

The Company’s financial liabilities measured at fair value on a recurring basis consist of Level 1, Level 2 and Level 3 liabilities. The Company’s Public Warrants (as defined in Note 7) are classified as Level 1 because they are directly observable in the market. The Company classifies the Private Placement Warrants (as defined in Note 7) within Level 2, because they were valued using inputs other than quoted prices which are directly observable in the market, including readily available pricing for the Company’s Public Warrants. The Company classifies Delta Warrant and Earnout Shares Liability (as defined in Note 7) within Level 3, because they were valued using unobservable inputs that are significant to the fair value measurement. The Delta Warrant and Earnout Shares Liability are measured at fair value on a recurring basis. Changes in fair value of Level 3 liabilities are recorded in total other income (loss), net in the condensed consolidated statements of operations.

The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy as of March 31, 2023 and December 31, 2022 (in thousands):

	March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets measured at fair value
Money market funds	$	16,016	$	—	$	—	$	16,016
Cash equivalents	$	16,016	$	—	$	—	$	16,016
Term deposits	$	—	$	40,925	$	—	$	40,925
Asset backed securities	—		54,250		—		54,250
Government debt securities	—		444,229		—		444,229
Corporate debt securities	—		388,576		—		388,576
Available-for-sale investments	—		927,980		—		927,980
Total fair value of assets	$	16,016	$	927,980	$	—	$	943,996
Liabilities measured at fair value
Common stock warrant liabilities (Public)	$	11,213	$	—	$	—	$	11,213
Common stock warrant liabilities (Private Placement)	—		7,497		—		7,497
Common stock warrant liabilities (Delta)	—		—		19,104		19,104
Warrant liabilities	11,213		7,497		19,104		37,814
Earnout Shares Liability	—		—		57,094		57,094
Total fair value of liabilities	$	11,213	$	7,497	$	76,198	$	94,908

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets measured at fair value
Money market funds	$	108,119	$	—	$	—	$	108,119
Cash equivalents	$	108,119	$	—	$	—	$	108,119
Term deposits	$	—	$	40,709	$	—	$	40,709
Asset backed securities	—		54,707		—		54,707
Government debt securities	—		362,851		—		362,851
Corporate debt securities	—		452,425		—		452,425
Available-for-sale investments	—		910,692		—		910,692
Total fair value of assets	$	108,119	$	910,692	$	—	$	1,018,811
Liabilities measured at fair value
Common stock warrant liabilities (Public)	$	8,318	$	—	$	—	$	8,318
Common stock warrant liabilities (Private Placement)	—		5,561		—		5,561
Common stock warrant liabilities (Delta)	—		—		14,903		14,903
Warrant liabilities	8,318		5,561		14,903		28,783
Earnout Shares Liability	—		—		44,055		44,055
Total fair value of liabilities	$	8,318	$	5,561	$	58,958	$	72,838

The following is a summary of the Company’s available-for-sale securities (in thousands):

	March 31, 2023
	Cost or Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for credit losses		Fair value
Assets measured at fair value
Term deposits	$	40,925	$	—	$	—	$	—	$	40,925
Asset backed securities	54,505		—		(255)		—		54,250
Government debt securities	446,660		196		(2,627)		—		444,229
Corporate debt securities	390,857		19		(2,300)		—		388,576
Total	$	932,947	$	215	$	(5,182)	$	—	$	927,980

	December 31, 2022
	Cost or Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for credit losses		Fair value
Assets measured at fair value
Term deposits	$	40,709	$	—	$	—	$	—	$	40,709
Asset backed securities	55,016		—		(309)		—		54,707
Government debt securities	367,324		—		(4,473)		—		362,851
Corporate debt securities	455,854		—		(3,429)		—		452,425
Total	$	918,903	$	—	$	(8,211)	$	—	$	910,692

There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the three months ended March 31, 2023 and 2022.

The following table sets forth a summary of the change in the fair value, which is recognized as a component of total other income (loss), net within the condensed consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands):

	Earnout Shares Liability		Common Stock Warrant Liabilities Delta
Fair value as of January 1, 2023	$	44,055	$	14,903
Change in fair value	13,039		4,201
Fair value as of March 31, 2023	$	57,094	$	19,104

The fair value of the Earnout Shares Liability and Common stock warrant liabilities (Delta) (see Note 7) are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

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Acquisitions

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

2022 Acquisitions

On March 9, 2022, the Company completed the acquisition of an aerospace composite manufacturing company, whereby it acquired all the purchased assets and assumed selected liabilities in exchange for a total consideration consisting of (i) $1.5 million in cash, and (ii) RSUs with the aggregate acquisition date value of $0.1 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations. The purchase consideration of $1.5 million was allocated to the following: a $1.1 million in favorable lease assets, $0.4 million of acquired machinery and equipment, $0.1 million of acquired current assets, and $0.1 million of acquired current liabilities.

On May 17, 2022, the Company completed the acquisition of an aerospace software engineering company that specializes in full-lifecycle software and firmware development and verification to aviation regulatory standards, in exchange for total cash consideration of $7.2 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations. Part of the cash consideration in an amount of $2.2 million was temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller. This retained amount is payable to the seller, net of indemnification claims, at the one-year anniversary of the acquisition. As of March 31, 2023, this retained amount of $2.2 million is presented as restricted cash on the Company’s condensed consolidated balance sheet, with a related corresponding amount in accrued and other liabilities, reflecting obligations to the seller.

In relation to the acquisition, the Company issued 790,529 RSUs with an aggregate acquisition date value of approximately $4.5 million. The Company also paid $0.5 million to the employees of the acquired company, and settled accounts payable to the acquired company of $0.2 million. The RSUs vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the RSUs’ vesting terms, commencing on the acquisition date.

The purchase consideration of $7.2 million was, preliminarily, allocated to $3.3 million of goodwill, primarily resulting from the combined workforce and expected increased regulatory efficiencies, $2.5 million of total intangible assets comprising of $2.4 million of acquired customer relationships intangible asset and $0.1 million of acquired developed technology intangible asset, $1.5 million of acquired current assets, primarily consisting of cash and accounts receivable, $0.3 million of acquired fixed assets, and $0.4 million of acquired current liabilities. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company’s fair value assessments are finalized. In September 2022, the Company made certain measurement period adjustments, which included a working capital adjustment with the seller in accordance with the agreement terms, resulting in an increase to the purchase consideration of $0.1 million which was paid during the three months ended December 31, 2022.

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Balance Sheet Components

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Balance Sheet Components

Property and Equipment, Net

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

	March 31, 2023		December 31, 2022
Equipment	$	67,485	$	63,656
Buildings	21,384		21,384
Leasehold improvements	15,100		14,319
Computer software	11,598		10,920
Molds and tooling	10,793		10,298
Land	6,270		6,270
Vehicles and aircraft	1,597		1,582
Furniture and fixtures	690		682
Construction in-progress	6,465		6,094
Gross property and equipment	141,382		135,205
Accumulated depreciation and amortization	(48,350)		(43,102)
Property and equipment, net	$	93,032	$	92,103

Depreciation and amortization expense of property and equipment for the three months ended March 31, 2023 and 2022 was $5.5 million and $4.1 million, respectively. Vehicles and aircraft includes utility automobiles used at the Company’s various facilities and purchased aircraft to support the Company’s air operations and training.

Intangible Assets, Net

The intangible assets consist of the following (in thousands):

	March 31, 2023		December 31, 2022
Automation platform software	$	7,200	$	7,200
Multimodal software technology	4,900		4,900
System simulation software technology	4,600		4,600
Other intangibles	5,328		5,328
Gross intangible assets	22,028		22,028
Accumulated amortization	(10,943)		(9,447)
Intangible assets, net	$	11,085	$	12,581

Amortization expense related to intangible assets for the three months ended March 31, 2023 and 2022 was $1.5 million and $1.1 million, respectively. As of March 31, 2023 the weighted-average amortization period of intangible assets was 2.1 years.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of March 31, 2023 (in thousands):

Fiscal Year	Amount
2023 (remainder)	$	4,537
2024	4,382
2025	2,166
	$	11,085

Prepaid Expenses and Other Current Assets

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

	March 31, 2023		December 31, 2022
Prepaid equipment	$	4,883	$	4,525
Prepaid software	5,180		5,522
Prepaid taxes	2,048		1,273
Prepaid insurance	7,675		7,702
Other	2,432		1,138
Total	$	22,218	$	20,160

Other non-current assets

Other non-current assets consist of the following (in thousands):

	March 31, 2023		December 31, 2022
Contractual agreement asset	$	59,611	$	59,611
Long term prepaid insurance	2,360		3,770
Other non-current assets	703		819
Total	$	62,674	$	64,200

Accrued and other current liabilities

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

	March 31, 2023		December 31, 2022
Vendor related accruals	$	8,462	$	7,508
Payroll accruals	9,778		5,992
Acquisition-related obligation accrual	2,167		2,167
Other accruals and current liabilities	2,437		3,116
Total	$	22,844	$	18,783

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Contingencies

The Company is subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and contingencies are reflected in the Condensed Consolidated Financial Statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s condensed consolidated results of operations in a given period. As of March 31, 2023, and December 31, 2022, the Company was not involved in any material legal proceedings.

Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements

is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company has indemnified its Board of Directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or officer, other than liabilities arising from willful misconduct of the individual. The Company currently has directors’ and officers’ insurance. The Company believes the estimated fair value of these obligations is minimal. The Company did not record any liabilities in connection with these possible obligations as of March 31, 2023 and December 31, 2022.

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Stock Warrants and Earnout Shares

3 Months Ended

Mar. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Stock Warrants and Earnout Shares

Stock Warrants and Earnout Shares

Private Placement and Public Warrants

In connection with the Merger, each of the 17,250,000 publicly-traded warrants (“Public Warrants”) and 11,533,333 private placement warrants (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Reinvent Sponsor, LLC (the “Sponsor”) in connection with RTP’s initial public offering and subsequent overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock, par value $0.0001 (“Common Stock”) at an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of the Merger or earlier upon redemption or the Company’s liquidation. Once the Common Stock Warrants become exercisable, the Company may redeem the outstanding Common Stock Warrants subject to certain Common Stock price and other conditions as defined in the Warrant Agreement between RTP and Continental Stock Transfer & Trust Company (“Warrant Agreement”) and the Sponsor Agreement by and among the Company, Sponsor and RTP (“Sponsor Agreement”). During the three months ended March 31, 2023, no Common Stock Warrants were exercised.

The Private Placement Warrants were initially recognized as a liability on August 10, 2021, at a fair value of $21.9 million. For the three months ended March 31, 2023 and 2022, the Private Placement Warrant liability was remeasured to fair value as of March 31, 2023 and 2022, resulting in losses of $1.9 million and $1.0 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations.

The Public Warrants were initially recognized as a liability on August 10, 2021 at a fair value of $32.8 million. For the three months ended March 31, 2023 and 2022, the public warrant liability was remeasured to fair value based upon the market price as of March 31, 2023 and 2022, resulting in losses of $2.9 million and $1.6 million, respectively, classified within the gain (loss) from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations.

Earnout Shares Liability

In connection with the Reverse Recapitalization and pursuant to the Sponsor Agreement, Sponsor agreed to certain terms of vesting, lock-up and transfer with respect to the 17,130,000 common shares held by it (“Earnout Shares”). The terms of the Sponsor Agreement specify that the Earnout Shares will vest upon achieving certain specified release events. In accordance with ASC 815 Derivatives and Hedging, the Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability (“Earnout Shares Liability”) as of the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of total other income (loss), net in the condensed consolidated statements of operations.

Under the vesting schedule, 20% of the Earnout Shares vest in tranches when the volume-weighted average price of the Company’s common stock quoted on the NYSE is greater than $12.00, $18.00, $24.00, $32.00 and $50.00 for any 20 trading days within a period of 30 trading days (each such occurrence a “Triggering Event”). After ten years following the consummation of the Merger (the “Earnout Period”), any Earnout Shares which have not yet vested are forfeited. No Earnout Shares vested as of March 31, 2023.

Earnout Shares Liability at the closing of the Merger on August 10, 2021, was $149.9 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available.

During the three months ended March 31, 2023 and 2022, the Company recognized a loss related to the change in the fair value of the Earnout Shares Liability of $13.0 million and a gain of $19.4 million, respectively, included within the gain (loss) from change in fair value of warrants and earnout shares in the condensed consolidated statement of operations.

Assumptions used in the valuation are as follows:

	March 31, 2023		December 31, 2022
Expected volatility	70.60	%	73.70	%
Risk-free interest rate	3.52	%	3.92	%
Dividend rate	0.00	%	0.00	%
Expected term (years)	8.36		8.61

Delta Warrant

In connection with the umbrella agreement that the Company entered with Delta Air Lines, Inc. (“Delta”) on October 7, 2022, the Company sold and issued to Delta, in private placement, 11,044,232 shares of the Company’s Common Stock, at the per-share purchase price of $5.4327, for an aggregate cash consideration of $60.0 million. In addition, the Company issued a warrant for Delta to purchase up to 12,833,333 shares of the Company's common stock in two tranches, subject to certain milestone achievement conditions (“Delta Warrant”).

The first and the second tranches of the warrant permit Delta to purchase up to 7,000,000 and 5,833,333 shares of Common Stock at exercise prices of $10 and $12, respectively, starting from the date the applicable milestones are satisfied and ending on the ten year anniversary of the warrant issuance date. The number of shares and exercise price for both tranches is subject to value cap adjustment if the 30 day volume weighted average price per share of the Company’s stock exceeds 150% of each respective tranche’s exercise price, but disregarding any price increases occurring within 10 business days after a public announcement of the achievement of an applicable milestone, if any.

The Company concluded that no assets or liabilities were transferred by either party beyond the Company’s issuance of common stock and warrants in exchange for the total cash consideration from Delta, that the umbrella agreement does not constitute a funded research and development agreement in the scope of ASC 730 “Research and Development” or a collaborative agreement in the scope of ASC 808 “Collaborative Agreements”, and that the Delta Warrant is a freestanding financial instrument not indexed to the Company’s own stock. Accordingly, the Company recognized the issuance of Common Stock as equity in additional paid-in capital on condensed consolidated balance sheets and the Delta Warrant as liability on the condensed consolidated balance sheets at fair value.

The Delta Warrant issuance was initially recognized as a liability on October 7, 2022, at a fair value of $16.1 million based on a Monte Carlo simulation valuation model using the most reliable information available. The Delta Warrant’s liability was remeasured to fair value as of March 31, 2023, resulting in a loss of $4.2 million, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations

Assumptions used in the valuation of Delta Warrants are as follows:

	March 31, 2023		December 31, 2022
Expected volatility	78.40	%	75.10	%
Risk-free interest rate	3.49	%	3.89	%
Dividend rate	—	%	—	%
Expected term (in years)	9.5		9.8

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based Compensation

Equity Compensation Plans

In November 2016, the Company’s Board of Directors adopted the 2016 Stock Option and Grant Plan (“2016 Plan”) under which officers, employees, directors, consultants and other key persons of the Company or its affiliates may be granted

incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units. On August 10, 2021, the Company’s Board of Directors amended the 2016 Plan to provide that no new awards could be granted under the 2016 Plan.

Under the 2016 Plan, stock options are generally granted with an exercise price equal to the estimated fair value of the Company’s common stock, as determined by the Company’s Board of Directors on the date of grant. Options generally have contractual terms of ten years. Incentive stock options (ISO) may only be granted to employees, whereas all other stock awards may be granted to employees, directors, consultants and other key persons.

Outstanding options generally vest over six years, contain a one year cliff, are exercisable immediately and, upon early exercise, are subject to repurchase by the Company at the original exercise price. If an ISO is granted to an optionee who, at the time of grant, owns more than 10% of the voting power of all classes of capital stock, the term of the ISO is five years. Options issued under the 2016 Plan must be priced at no less than the fair value of the shares on the date of the grant provided, however, that the exercise price of an option granted to a 10% stockholder is not less than 110% of the fair value of the shares on the date of grant. The Board of Directors determines the exercisability provisions of a stock option agreement at its sole discretion.

On August 10, 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors and consultants. The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares equal to four percent (4%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors. On January 1, 2023, the number of shares available for issuance under 2021 plan increased by 24,904,113 shares.

Restricted Stock Units

The summary of RSU activity is as follows (in thousands, except per share data):

	Number of Units	Weighted-Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value (in thousands)
Balances—December 31, 2022	28,537,127	$	5.75	$	95,599
Granted	1,973,570	$	3.84
Vested	(5,839,302)	$	4.58
Forfeited	(815,705)	$	6.32
Balances—March 31, 2023	23,855,690	$	5.86	$	103,534

On December 16, 2021, the Company’s Board of Directors approved a performance-based bonus program under which RSUs were awarded in connection with the achievement of specified goals to be achieved in 2022 (“2022 Bonus Plan”). The RSUs awarded under 2022 Bonus Plan vested on January 1, 2023 and are included in Restricted Stock Units activity for the three months ended March 31, 2023.

On February 27, 2023, the Company’s Compensation Committee of the Board of Directors ("Compensation Committee") approved a performance-based bonus program under which RSUs will be awarded in connection with the achievement of specified goals in 2023 ("2023 Bonus Plan"). The RSU awards will be granted when the achievement of each goal is approved by the Compensation Committee in 2023, and the RSUs will vest in equal installments in each of January, February, March and April 2024 provided the employee or consultant continues to be a service provider through the relevant vesting dates. The target bonus opportunity is equal to 30% of the employee’s base salary as of the applicable grant date, with stretch bonus goals that are one-third higher than the target amounts unless otherwise established by the Compensation Committee.

The Company recorded stock-based compensation expense of $3.3 million and $7.3 million during the three months ended March 31, 2023 and 2022 in relation to 2023 Bonus Plan and 2022 Bonus Plan, respectively. The Company considers the probability of achieving each of the performance goals at the end of each reporting period and recognizes expense over the requisite service period when achievement of the goal is determined to be probable, and adjusts the expense if the probability of achieving the goal later changes. In accordance with ASC 718 Compensation - Stock Compensation, awards under 2023 Bonus Plan and 2022 Bonus Plan are classified as a liability until such time that the respective milestones are

met, at which point the liability is reclassified to equity. If it is determined that the milestone cannot be met, the liability will be reversed.

Employee Stock Purchase Plan

On August 10, 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”). Under the 2021 ESPP, participating employees may be offered the option to purchase shares of the Company’s Common Stock at a purchase price which equals 85% of the fair market value of the Company’s common stock on the enrollment date or on the exercise date, whichever is lower. The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares of common stock equal to half percent (0.5%) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors. On January 1, 2023, the number of shares available for issuance under 2021 ESPP increased by 3,113,014 shares. The 2021 ESPP’s first offering and purchase periods began in November 2022 with the first purchase period ending in May 2023. Accordingly, as of March 31, 2023, no shares have been issued under the 2021 ESPP. The stock-based compensation expense recognized for the 2021 ESPP was $0.8 million and nil for the three months ended March 31, 2023 and 2022, respectively.

Stock-based Compensation Expense

The following sets forth the total stock-based compensation expense included in the Company’s condensed consolidated statements of operations (in thousands):

	Three Months Ended March 31,
	2023		2022
Research and development expenses	$	13,044	$	14,722
Selling, general and administrative expenses	4,214		4,707
Total stock-based compensation expense	$	17,258	$	19,429

Shares subject to repurchase

The Company allows certain option holders to exercise unvested options to purchase shares of common stock. Common shares received from such early exercises are subject to a right of repurchase at the original issuance price. The Company’s repurchase right with respect to these shares lapses as the shares vest. These awards are typically subject to a vesting period of six years. As of March 31, 2023 and December 31, 2022, 3,338,985 and 3,923,509 shares, respectively, were subject to repurchase at a weighted average price of $0.10 per share and $0.10 per share, respectively, and $0.3 million and $0.4 million, respectively, was recorded within the other non-current liabilities on the Company’s condensed consolidated balance sheets.

In addition, upon completion of the Reverse Recapitalization 2,677,200 Series C Preferred shares which were subject to time-based vesting conditions were converted to restricted common shares. As of March 31, 2023 and December 31, 2022, the number of such shares that were subject to repurchase was 1,895,180 and 2,007,595, respectively.

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Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

The Company’s Chief Executive Officer and founder has ownership interests in certain vendors providing services to the Company. The services purchased from these vendors include rent of office space and certain utilities and maintenance services related to the property on which the rented premises are located. Expenses and related payments to these vendors totaled $0.2 million and $0.2 million during the three months ended March 31, 2023 and 2022, respectively.

In addition, the Company entered into certain transactions with SummerBio in the year ended December 31, 2022. These transactions included purchases of COVID-19 testing services for the Company’s employees and certain assets for a total amount of $0.6 million during the three months ended March 31, 2022.

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Net Loss Per Share Attributable to Common Stockholders

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss per Share Attributable to Common Stockholders

Net Loss per Share Attributable to Common Stockholders

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Because the Company reported a net loss for the three months ended March 31, 2023 and 2022, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods presented because the potentially dilutive shares would have been antidilutive if included in the calculation.

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

	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss attributable to common stockholders	$	(113,393)	$	(62,319)
Denominator:
Weighted-average shares outstanding	605,184,671		579,090,606
Net loss per share attributable to common stockholders, basic and diluted	$	(0.19)	$	(0.11)

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

	March 31, 2023
Common stock warrants	28,783,333
Unvested restricted stock units	23,855,690
Options to purchase common stock and unvested restricted stock awards	17,782,326
Unvested early exercised common stock options	3,338,985
Total	73,760,334

	March 31, 2022
Common stock warrants	28,783,333
Unvested restricted stock units	18,964,922
Options to purchase common stock and unvested restricted stock awards	22,622,456
Unvested early exercised common stock options	6,266,063
Earnout Shares	17,130,000
Total	93,766,774

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Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued.

On May 3, 2023, the Company entered into a common stock purchase agreement with certain institutional investors for the issuance and sale in a registered direct offering of 43,985,681 shares of the Company's common stock, par value $0.0001 per share, at an offering price of $4.10 per share. The offering is expected to close on or about May 5, 2023. The net proceeds from the offering were approximately $180.2 million, after deducting estimated offering expenses payable by the Company. The offering was made pursuant to the Company's effective shelf registration statement on Form S-3 previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Condensed Consolidated Financial Statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented.

The Condensed Consolidated Financial Statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

There have been no changes to the Company’s significant accounting policies described in Note 2 “Summary of Significant Accounting Policies” to the audited Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2022, that have had a material impact on the Condensed Consolidated Financial Statements and related notes.

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with remaining original maturity of three months or less, from the date of purchase, to be cash and cash equivalents. The recorded carrying amount of cash and cash equivalents approximates their fair value.

Investment in SummerBio, LLC

Investment in SummerBio, LLC Following the outbreak of the COVID-19 pandemic, the Company’s management determined that certain previously developed technology that was accessible to the Company could be repurposed and applied in providing high-volume rapid COVID-19 testing through its investment in SummerBio, LLC (“SummerBio”), a related party. The Company has determined that it is not the primary beneficiary of SummerBio. Therefore, it accounts for its investment in SummerBio under the equity method of accounting

New Accounting Pronouncements Not Yet Adopted

New Accounting Pronouncements Not Yet Adopted

There are no recent accounting pronouncements applicable to the Company pending adoption that the Company expects will have a material impact on our condensed consolidated financial condition, results of operations, or cash flows.

Fair Value Measurements

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The Company’s financial assets consist of Level 1 and 2 assets. The Company classifies its cash equivalents and marketable debt securities within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company’s fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments.

The Company’s financial liabilities measured at fair value on a recurring basis consist of Level 1, Level 2 and Level 3 liabilities. The Company’s Public Warrants (as defined in Note 7) are classified as Level 1 because they are directly observable in the market. The Company classifies the Private Placement Warrants (as defined in Note 7) within Level 2, because they were valued using inputs other than quoted prices which are directly observable in the market, including readily available pricing for the Company’s Public Warrants. The Company classifies Delta Warrant and Earnout Shares Liability (as defined in Note 7) within Level 3, because they were valued using unobservable inputs that are significant to the fair value measurement. The Delta Warrant and Earnout Shares Liability are measured at fair value on a recurring basis. Changes in fair value of Level 3 liabilities are recorded in total other income (loss), net in the condensed consolidated statements of operations.

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

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

The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy as of March 31, 2023 and December 31, 2022 (in thousands):

	March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets measured at fair value
Money market funds	$	16,016	$	—	$	—	$	16,016
Cash equivalents	$	16,016	$	—	$	—	$	16,016
Term deposits	$	—	$	40,925	$	—	$	40,925
Asset backed securities	—		54,250		—		54,250
Government debt securities	—		444,229		—		444,229
Corporate debt securities	—		388,576		—		388,576
Available-for-sale investments	—		927,980		—		927,980
Total fair value of assets	$	16,016	$	927,980	$	—	$	943,996
Liabilities measured at fair value
Common stock warrant liabilities (Public)	$	11,213	$	—	$	—	$	11,213
Common stock warrant liabilities (Private Placement)	—		7,497		—		7,497
Common stock warrant liabilities (Delta)	—		—		19,104		19,104
Warrant liabilities	11,213		7,497		19,104		37,814
Earnout Shares Liability	—		—		57,094		57,094
Total fair value of liabilities	$	11,213	$	7,497	$	76,198	$	94,908

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets measured at fair value
Money market funds	$	108,119	$	—	$	—	$	108,119
Cash equivalents	$	108,119	$	—	$	—	$	108,119
Term deposits	$	—	$	40,709	$	—	$	40,709
Asset backed securities	—		54,707		—		54,707
Government debt securities	—		362,851		—		362,851
Corporate debt securities	—		452,425		—		452,425
Available-for-sale investments	—		910,692		—		910,692
Total fair value of assets	$	108,119	$	910,692	$	—	$	1,018,811
Liabilities measured at fair value
Common stock warrant liabilities (Public)	$	8,318	$	—	$	—	$	8,318
Common stock warrant liabilities (Private Placement)	—		5,561		—		5,561
Common stock warrant liabilities (Delta)	—		—		14,903		14,903
Warrant liabilities	8,318		5,561		14,903		28,783
Earnout Shares Liability	—		—		44,055		44,055
Total fair value of liabilities	$	8,318	$	5,561	$	58,958	$	72,838

Summary of Debt Securities, Available-for-sale

The following is a summary of the Company’s available-for-sale securities (in thousands):

	March 31, 2023
	Cost or Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for credit losses		Fair value
Assets measured at fair value
Term deposits	$	40,925	$	—	$	—	$	—	$	40,925
Asset backed securities	54,505		—		(255)		—		54,250
Government debt securities	446,660		196		(2,627)		—		444,229
Corporate debt securities	390,857		19		(2,300)		—		388,576
Total	$	932,947	$	215	$	(5,182)	$	—	$	927,980

	December 31, 2022
	Cost or Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for credit losses		Fair value
Assets measured at fair value
Term deposits	$	40,709	$	—	$	—	$	—	$	40,709
Asset backed securities	55,016		—		(309)		—		54,707
Government debt securities	367,324		—		(4,473)		—		362,851
Corporate debt securities	455,854		—		(3,429)		—		452,425
Total	$	918,903	$	—	$	(8,211)	$	—	$	910,692

Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table sets forth a summary of the change in the fair value, which is recognized as a component of total other income (loss), net within the condensed consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands):

	Earnout Shares Liability		Common Stock Warrant Liabilities Delta
Fair value as of January 1, 2023	$	44,055	$	14,903
Change in fair value	13,039		4,201
Fair value as of March 31, 2023	$	57,094	$	19,104

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Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Property, Plant and Equipment

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

	March 31, 2023		December 31, 2022
Equipment	$	67,485	$	63,656
Buildings	21,384		21,384
Leasehold improvements	15,100		14,319
Computer software	11,598		10,920
Molds and tooling	10,793		10,298
Land	6,270		6,270
Vehicles and aircraft	1,597		1,582
Furniture and fixtures	690		682
Construction in-progress	6,465		6,094
Gross property and equipment	141,382		135,205
Accumulated depreciation and amortization	(48,350)		(43,102)
Property and equipment, net	$	93,032	$	92,103

Schedule of Intangible Assets

The intangible assets consist of the following (in thousands):

	March 31, 2023		December 31, 2022
Automation platform software	$	7,200	$	7,200
Multimodal software technology	4,900		4,900
System simulation software technology	4,600		4,600
Other intangibles	5,328		5,328
Gross intangible assets	22,028		22,028
Accumulated amortization	(10,943)		(9,447)
Intangible assets, net	$	11,085	$	12,581

Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of March 31, 2023 (in thousands):

Fiscal Year	Amount
2023 (remainder)	$	4,537
2024	4,382
2025	2,166
	$	11,085

Schedule of Prepaid Expenses and Other Current Assets

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

	March 31, 2023		December 31, 2022
Prepaid equipment	$	4,883	$	4,525
Prepaid software	5,180		5,522
Prepaid taxes	2,048		1,273
Prepaid insurance	7,675		7,702
Other	2,432		1,138
Total	$	22,218	$	20,160

Schedule of Other Noncurrent Assets

Other non-current assets consist of the following (in thousands):

	March 31, 2023		December 31, 2022
Contractual agreement asset	$	59,611	$	59,611
Long term prepaid insurance	2,360		3,770
Other non-current assets	703		819
Total	$	62,674	$	64,200

Schedule of Accrued and Other Liabilities

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

	March 31, 2023		December 31, 2022
Vendor related accruals	$	8,462	$	7,508
Payroll accruals	9,778		5,992
Acquisition-related obligation accrual	2,167		2,167
Other accruals and current liabilities	2,437		3,116
Total	$	22,844	$	18,783

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Stock Warrants and Earnout Shares (Tables)

3 Months Ended

Mar. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Schedule of Assumptions Used to Estimate Fair Value of The Total Earnout Shares Liability

Assumptions used in the valuation are as follows:

	March 31, 2023		December 31, 2022
Expected volatility	70.60	%	73.70	%
Risk-free interest rate	3.52	%	3.92	%
Dividend rate	0.00	%	0.00	%
Expected term (years)	8.36		8.61

Assumptions used in the valuation of Delta Warrants are as follows:

	March 31, 2023		December 31, 2022
Expected volatility	78.40	%	75.10	%
Risk-free interest rate	3.49	%	3.89	%
Dividend rate	—	%	—	%
Expected term (in years)	9.5		9.8

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

The summary of RSU activity is as follows (in thousands, except per share data):

	Number of Units	Weighted-Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value (in thousands)
Balances—December 31, 2022	28,537,127	$	5.75	$	95,599
Granted	1,973,570	$	3.84
Vested	(5,839,302)	$	4.58
Forfeited	(815,705)	$	6.32
Balances—March 31, 2023	23,855,690	$	5.86	$	103,534

Summary of stock-based compensation expense

The following sets forth the total stock-based compensation expense included in the Company’s condensed consolidated statements of operations (in thousands):

	Three Months Ended March 31,
	2023		2022
Research and development expenses	$	13,044	$	14,722
Selling, general and administrative expenses	4,214		4,707
Total stock-based compensation expense	$	17,258	$	19,429

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Net Loss Per Share Attributable to Common Stockholders (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

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

	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss attributable to common stockholders	$	(113,393)	$	(62,319)
Denominator:
Weighted-average shares outstanding	605,184,671		579,090,606
Net loss per share attributable to common stockholders, basic and diluted	$	(0.19)	$	(0.11)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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

	March 31, 2023
Common stock warrants	28,783,333
Unvested restricted stock units	23,855,690
Options to purchase common stock and unvested restricted stock awards	17,782,326
Unvested early exercised common stock options	3,338,985
Total	73,760,334

	March 31, 2022
Common stock warrants	28,783,333
Unvested restricted stock units	18,964,922
Options to purchase common stock and unvested restricted stock awards	22,622,456
Unvested early exercised common stock options	6,266,063
Earnout Shares	17,130,000
Total	93,766,774

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Summary Of Significant Accounting Policies [Line Items]
Restricted cash	$ 2,997	$ 1,731
Income from equity method investment	$ 0	$ 14,458
SummerBio
Summary Of Significant Accounting Policies [Line Items]
Ownership interest	44.50%		44.50%
Letter of Credit
Summary Of Significant Accounting Policies [Line Items]
Restricted cash	$ 1,000
Lease Obligation
Summary Of Significant Accounting Policies [Line Items]
Restricted cash	800
Acquired Current Liabilities
Summary Of Significant Accounting Policies [Line Items]
Restricted cash	$ 2,200

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Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets measured at fair value
Fair value	$ 927,980	$ 910,692
Liabilities measured at fair value
Warrant liabilities	37,814	28,783
Earnout Shares Liability	57,094	44,055
Term deposits
Assets measured at fair value
Fair value	40,925	40,709
Asset backed securities
Assets measured at fair value
Fair value	54,250	54,707
Government debt securities
Assets measured at fair value
Fair value	444,229	362,851
Corporate debt securities
Assets measured at fair value
Fair value	388,576	452,425
Fair Value Measurements Recurring
Assets measured at fair value
Cash equivalents	16,016	108,119
Fair value	927,980	910,692
Total fair value of assets	943,996	1,018,811
Liabilities measured at fair value
Warrant liabilities	37,814	28,783
Earnout Shares Liability	57,094	44,055
Total fair value of liabilities	94,908	72,838
Fair Value Measurements Recurring | Common stock warrant liabilities (Public)
Liabilities measured at fair value
Warrant liabilities	11,213	8,318
Fair Value Measurements Recurring | Common stock warrant liabilities (Private Placement)
Liabilities measured at fair value
Warrant liabilities	7,497	5,561
Fair Value Measurements Recurring | Common stock warrant liabilities (Delta)
Liabilities measured at fair value
Warrant liabilities	19,104	14,903
Fair Value Measurements Recurring | Money market funds
Assets measured at fair value
Cash equivalents	16,016	108,119
Fair Value Measurements Recurring | Term deposits
Assets measured at fair value
Fair value	40,925	40,709
Fair Value Measurements Recurring | Asset backed securities
Assets measured at fair value
Fair value	54,250	54,707
Fair Value Measurements Recurring | Government debt securities
Assets measured at fair value
Fair value	444,229	362,851
Fair Value Measurements Recurring | Corporate debt securities
Assets measured at fair value
Fair value	388,576	452,425
Fair Value Measurements Recurring | Level 1
Assets measured at fair value
Cash equivalents	16,016	108,119
Fair value	0	0
Total fair value of assets	16,016	108,119
Liabilities measured at fair value
Warrant liabilities	11,213	8,318
Earnout Shares Liability	0	0
Total fair value of liabilities	11,213	8,318
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Public)
Liabilities measured at fair value
Warrant liabilities	11,213	8,318
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Private Placement)
Liabilities measured at fair value
Warrant liabilities	0	0
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Delta)
Liabilities measured at fair value
Warrant liabilities	0	0
Fair Value Measurements Recurring | Level 1 | Money market funds
Assets measured at fair value
Cash equivalents	16,016	108,119
Fair Value Measurements Recurring | Level 1 | Term deposits
Assets measured at fair value
Fair value	0	0
Fair Value Measurements Recurring | Level 1 | Asset backed securities
Assets measured at fair value
Fair value	0	0
Fair Value Measurements Recurring | Level 1 | Government debt securities
Assets measured at fair value
Fair value	0	0
Fair Value Measurements Recurring | Level 1 | Corporate debt securities
Assets measured at fair value
Fair value	0	0
Fair Value Measurements Recurring | Level 2
Assets measured at fair value
Cash equivalents	0	0
Fair value	927,980	910,692
Total fair value of assets	927,980	910,692
Liabilities measured at fair value
Warrant liabilities	7,497	5,561
Earnout Shares Liability	0	0
Total fair value of liabilities	7,497	5,561
Fair Value Measurements Recurring | Level 2 | Common stock warrant liabilities (Public)
Liabilities measured at fair value
Warrant liabilities	0	0
Fair Value Measurements Recurring | Level 2 | Common stock warrant liabilities (Private Placement)
Liabilities measured at fair value
Warrant liabilities	7,497	5,561
Fair Value Measurements Recurring | Level 2 | Common stock warrant liabilities (Delta)
Liabilities measured at fair value
Warrant liabilities	0	0
Fair Value Measurements Recurring | Level 2 | Money market funds
Assets measured at fair value
Cash equivalents	0	0
Fair Value Measurements Recurring | Level 2 | Term deposits
Assets measured at fair value
Fair value	40,925	40,709
Fair Value Measurements Recurring | Level 2 | Asset backed securities
Assets measured at fair value
Fair value	54,250	54,707
Fair Value Measurements Recurring | Level 2 | Government debt securities
Assets measured at fair value
Fair value	444,229	362,851
Fair Value Measurements Recurring | Level 2 | Corporate debt securities
Assets measured at fair value
Fair value	388,576	452,425
Fair Value Measurements Recurring | Level 3
Assets measured at fair value
Cash equivalents	0	0
Fair value	0	0
Total fair value of assets	0	0
Liabilities measured at fair value
Warrant liabilities	19,104	14,903
Earnout Shares Liability	57,094	44,055
Total fair value of liabilities	76,198	58,958
Fair Value Measurements Recurring | Level 3 | Common stock warrant liabilities (Public)
Liabilities measured at fair value
Warrant liabilities	0	0
Fair Value Measurements Recurring | Level 3 | Common stock warrant liabilities (Private Placement)
Liabilities measured at fair value
Warrant liabilities	0	0
Fair Value Measurements Recurring | Level 3 | Common stock warrant liabilities (Delta)
Liabilities measured at fair value
Warrant liabilities	19,104	14,903
Fair Value Measurements Recurring | Level 3 | Money market funds
Assets measured at fair value
Cash equivalents	0	0
Fair Value Measurements Recurring | Level 3 | Term deposits
Assets measured at fair value
Fair value	0	0
Fair Value Measurements Recurring | Level 3 | Asset backed securities
Assets measured at fair value
Fair value	0	0
Fair Value Measurements Recurring | Level 3 | Government debt securities
Assets measured at fair value
Fair value	0	0
Fair Value Measurements Recurring | Level 3 | Corporate debt securities
Assets measured at fair value
Fair value	$ 0	$ 0

XML

Fair Value Measurements - Summary of Debt Securities, Available-for-sale (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cost or Amortized Cost	$ 932,947	$ 918,903
Unrealized Gains	215	0
Unrealized Losses	(5,182)	(8,211)
Allowance for credit losses	0	0
Fair value	927,980	910,692
Term deposits
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cost or Amortized Cost	40,925	40,709
Unrealized Gains	0	0
Unrealized Losses	0	0
Allowance for credit losses	0	0
Fair value	40,925	40,709
Asset backed securities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cost or Amortized Cost	54,505	55,016
Unrealized Gains	0	0
Unrealized Losses	(255)	(309)
Allowance for credit losses	0	0
Fair value	54,250	54,707
Government debt securities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cost or Amortized Cost	446,660	367,324
Unrealized Gains	196	0
Unrealized Losses	(2,627)	(4,473)
Allowance for credit losses	0	0
Fair value	444,229	362,851
Corporate debt securities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cost or Amortized Cost	390,857	455,854
Unrealized Gains	19	0
Unrealized Losses	(2,300)	(3,429)
Allowance for credit losses	0	0
Fair value	$ 388,576	$ 452,425

XML

Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Earnout Shares
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 44,055
Change in fair value	13,039
Ending balance	57,094
Common stock warrant liabilities (Delta)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	14,903
Change in fair value	4,201
Ending balance	$ 19,104

XML

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Liability [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net	$ 0.0	$ 0.0

XML

Acquisitions - Business Combinations Narrative (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended
	May 17, 2022	Mar. 09, 2022	Sep. 30, 2022	Mar. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Restricted cash				$ 2,235	$ 3,204
Goodwill				14,011	14,011
Unvested restricted stock units
Business Acquisition [Line Items]
Aggregate Intrinsic Value				$ 103,534	$ 95,599
Awards Granted (in shares)				1,973,570
Aerospace Composites Manufacturing Entity
Business Acquisition [Line Items]
Cash payments		$ 1,500
Total purchase consideration		1,500
Finite-lived intangible assets		1,100
Acquired machinery and equipment		400
Acquired current assets		100
Acquired current liabilities		100
Aerospace Composites Manufacturing Entity | Off-Market Favorable Lease
Business Acquisition [Line Items]
Finite-lived intangible assets		1,100
Aerospace Composites Manufacturing Entity | Unvested restricted stock units
Business Acquisition [Line Items]
Aggregate Intrinsic Value		$ 100
Aerospace Software Engineering Entity
Business Acquisition [Line Items]
Cash payments	$ 7,200
Total purchase consideration	7,200
Finite-lived intangible assets	2,500
Acquired machinery and equipment	300
Acquired current assets	1,500
Acquired current liabilities	400
Restricted cash	2,200			$ 2,200
Payment to employees	500
Settlement of accounts payable	200
Goodwill	3,300
Increase to purchase consideration			$ 100
Aerospace Software Engineering Entity | Customer Relationships
Business Acquisition [Line Items]
Finite-lived intangible assets	2,400
Aerospace Software Engineering Entity | Developed Technology Rights
Business Acquisition [Line Items]
Finite-lived intangible assets	100
Aerospace Software Engineering Entity | Unvested restricted stock units
Business Acquisition [Line Items]
Aggregate Intrinsic Value	$ 4,500
Awards Granted (in shares)	790,529

XML

Balance sheet Components - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Gross property and equipment	$ 141,382	$ 135,205
Accumulated depreciation and amortization	(48,350)	(43,102)
Property and equipment, net	93,032	92,103
Equipment
Property Plant And Equipment [Line Items]
Gross property and equipment	67,485	63,656
Buildings
Property Plant And Equipment [Line Items]
Gross property and equipment	21,384	21,384
Leasehold improvements
Property Plant And Equipment [Line Items]
Gross property and equipment	15,100	14,319
Computer software
Property Plant And Equipment [Line Items]
Gross property and equipment	11,598	10,920
Molds and tooling
Property Plant And Equipment [Line Items]
Gross property and equipment	10,793	10,298
Land
Property Plant And Equipment [Line Items]
Gross property and equipment	6,270	6,270
Vehicles and aircraft
Property Plant And Equipment [Line Items]
Gross property and equipment	1,597	1,582
Furniture and fixtures
Property Plant And Equipment [Line Items]
Gross property and equipment	690	682
Construction in-progress
Property Plant And Equipment [Line Items]
Gross property and equipment	$ 6,465	$ 6,094

XML

Balance sheet Components - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation and amortization expense	$ 5.5	$ 4.1
Amortization of Intangible Assets	$ 1.5	$ 1.1
Weighted-average amortization period of intangible assets	2 years 1 month 6 days

XML

Balance sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Indefinite Lived Intangible Assets By Major Class [Line Items]
Gross intangible assets	$ 22,028	$ 22,028
Accumulated amortization	(10,943)	(9,447)
Intangible assets, net	11,085	12,581
Automation platform software
Indefinite Lived Intangible Assets By Major Class [Line Items]
Gross intangible assets	7,200	7,200
Multimodal software technology
Indefinite Lived Intangible Assets By Major Class [Line Items]
Gross intangible assets	4,900	4,900
System simulation software technology
Indefinite Lived Intangible Assets By Major Class [Line Items]
Gross intangible assets	4,600	4,600
Other intangibles
Indefinite Lived Intangible Assets By Major Class [Line Items]
Gross intangible assets	$ 5,328	$ 5,328

XML

Balance sheet Components - Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2023 (remainder)	$ 4,537
2024	4,382
2025	2,166
Intangible assets, net	$ 11,085	$ 12,581

XML

Balance sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid equipment	$ 4,883	$ 4,525
Prepaid software	5,180	5,522
Prepaid taxes	2,048	1,273
Prepaid insurance	7,675	7,702
Other	2,432	1,138
Total	$ 22,218	$ 20,160

XML

Balance sheet Components - Schedule of Other Noncurrent Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Contractual agreement asset	$ 59,611	$ 59,611
Long term prepaid insurance	2,360	3,770
Other non-current assets	703	819
Total	$ 62,674	$ 64,200

XML

Balance sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Vendor related accruals	$ 8,462	$ 7,508
Payroll accruals	9,778	5,992
Acquisition-related obligation accrual	2,167	2,167
Other accruals and current liabilities	2,437	3,116
Total	$ 22,844	$ 18,783

XML

Stock Warrants and Earnout Shares - Additional Information (Details) $ / shares in Units, $ in Thousands			3 Months Ended
	Oct. 07, 2022 USD ($) tradingDay $ / shares shares	Aug. 10, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share)			$ 0.0001		$ 0.0001
Warrants exercised (in shares) | shares			0
Warrant liability | $			$ 37,814		$ 28,783
Gain (Loss) from change in fair value of warrants and earnout shares | $			(22,043)	$ 16,814
Earnout Shares Liability | $			57,094		$ 44,055
Common Stock
Class of Warrant or Right [Line Items]
Shares sold and issued in connection with agreement (in shares) | shares	11,044,232
Shares issued, price per share (in dollars per share)	$ 5.4327
Shares sold and issued in connection with agreement | $	$ 60,000
Common Stock
Class of Warrant or Right [Line Items]
Lock-up and transfer of common shares (in shares) | shares		17,130,000
Public Warrants
Class of Warrant or Right [Line Items]
Warrants issued to sponsor (in shares) | shares		17,250,000
Warrants and rights outstanding, term		5 years
Warrant liability | $		$ 32,800
Gain (Loss) from change in fair value of warrants and earnout shares | $			$ (2,900)	1,600
Public Warrants | Common Stock
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001
Class of warrants exercise price per share (in dollars per share)			$ 11.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants issued to sponsor (in shares) | shares		11,533,333
Warrants and rights outstanding, term		5 years
Warrant liability | $		$ 21,900
Gain (Loss) from change in fair value of warrants and earnout shares | $			$ (1,900)	1,000
Private Placement Warrants | Common Stock
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001
Class of warrants exercise price per share (in dollars per share)			$ 11.50
Earnout Shares
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, term		10 years
Gain (Loss) from change in fair value of warrants and earnout shares | $			$ (13,000)	$ 19,400
Percentage of shares held for sale			20.00%
Earnout shares vested (in shares) | shares			0
Earnout Shares Liability | $		$ 149,900
Earnout Shares | Minimum
Class of Warrant or Right [Line Items]
Number of trading days			20 days
Earnout Shares | Maximum
Class of Warrant or Right [Line Items]
Number of trading days			30 days
Earnout Shares | Tranche One
Class of Warrant or Right [Line Items]
Weighted average price per share (in dollars per share)			$ 12.00
Earnout Shares | Tranche Two
Class of Warrant or Right [Line Items]
Weighted average price per share (in dollars per share)			18.00
Earnout Shares | Tranche Three
Class of Warrant or Right [Line Items]
Weighted average price per share (in dollars per share)			24.00
Earnout Shares | Tranche Four
Class of Warrant or Right [Line Items]
Weighted average price per share (in dollars per share)			32.00
Earnout Shares | Tranche Five
Class of Warrant or Right [Line Items]
Weighted average price per share (in dollars per share)			$ 50.00
Delta Warrants
Class of Warrant or Right [Line Items]
Warrant liability | $	$ 16,100
Gain (Loss) from change in fair value of warrants and earnout shares | $			$ (4,200)
Class of warrant or right outstanding (in shares) | shares	12,833,333
Value cap adjustment period	30 days
Stock price trigger percent	150.00%
Value cap adjustment period, threshold business days | tradingDay	10
Delta Warrants | Tranche One
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding (in shares) | shares	7,000,000
Delta Warrants | Tranche Two
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding (in shares) | shares	5,833,333
Delta Warrants | Common Stock | Tranche One
Class of Warrant or Right [Line Items]
Class of warrants exercise price per share (in dollars per share)	$ 10
Delta Warrants | Common Stock | Tranche Two
Class of Warrant or Right [Line Items]
Class of warrants exercise price per share (in dollars per share)	$ 12

XML

Stock Warrants and Earnout Shares - Schedule of Assumptions Used to Estimate Fair Value of Earnout Shares Liability (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Expected volatility	70.60%	73.70%
Risk-free interest rate	3.52%	3.92%
Dividend rate	0.00%	0.00%
Expected term (years)	8 years 4 months 9 days	8 years 7 months 9 days
Delta Warrants
Class of Warrant or Right [Line Items]
Expected volatility	78.40%	75.10%
Risk-free interest rate	3.49%	3.89%
Dividend rate	0.00%	0.00%
Expected term (years)	9 years 6 months	9 years 9 months 18 days

XML

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 27, 2023	Jan. 01, 2023	Aug. 10, 2021	Nov. 30, 2016	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional stock-based compensation					$ 17,258	$ 19,429
Stock repurchase liability					$ 300		$ 400
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of share outstanding					4.00%
Additional shares authorized (in shares)					24,904,113
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of share outstanding			0.50%
Incentive Stock Options | Two Thousand And Sixteen Stock Option And Grant Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares vesting period				6 years
Award cliff off period				1 year
Incentive Stock Options | Two Thousand And Sixteen Stock Option And Grant Plan | Grantee Owns Ten Percent of Voting Rights
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of shareholding by grantee				10.00%
Contractual term				5 years
Percentage of stockholders on exercise price of option granted				10.00%
Purchase price of common stock expressed as a percentage of its fair value				110.00%
Performance Shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Target bonus threshold	30.00%
Increase in target amounts	one-third
Additional stock-based compensation					$ 3,300	7,300
Employee Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Purchase price of common stock expressed as a percentage of its fair value			85.00%
ESPP stock issued during the period (in shares)					0
Employee Stock | 2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional shares authorized (in shares)		3,113,014
Additional stock-based compensation					$ 800	$ 0
Options to purchase common stock and unvested restricted stock awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares vesting period					6 years
Restricted stock shares weighted average repurchase price per share					$ 0.10		$ 0.10
Options to purchase common stock and unvested restricted stock awards | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares to be repurchased (in shares)					3,338,985		3,923,509
Other Stock Based Awards | Series C Preferred Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Payments for advisory services shares (in shares)					2,677,200
Other Stock Based Awards | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares subject to vesting conditions					1,895,180	2,007,595
Earnout Shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Warrants and rights outstanding, term			10 years

XML

Stock-Based Compensation - Schedule of Nonvested Restricted Stock Units Activity (Details) - Unvested restricted stock units - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Units
Beginning balance (in shares)	28,537,127
Granted (in shares)	1,973,570
Vested (in shares)	(5,839,302)
Forfeited (in shares)	(815,705)
Ending balance (in shares)	23,855,690
Weighted-Average Grant Date Fair Value Per Share
Beginning balance (in dollars per share)	$ 5.75
Granted (in dollars per share)	3.84
Vested (in dollars per share)	4.58
Forfeited (in dollars per share)	6.32
Ending balance (in dollars per share)	$ 5.86
Aggregate Intrinsic Value	$ 103,534	$ 95,599

XML

Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based payment arrangement, expense	$ 17,258	$ 19,429
Research and development expenses
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based payment arrangement, expense	13,044	14,722
Selling, general and administrative expenses
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based payment arrangement, expense	$ 4,214	$ 4,707

XML

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
SummerBio
Related Party Transaction [Line Items]
Expenses and related payments		$ 0.6
Office Space And Certain Utilities And Maintenance Services
Related Party Transaction [Line Items]
Expenses and related payments	$ 0.2	$ 0.2

XML

Net Loss Per Share Attributable to Common Stockholders - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss attributable to common stockholders	$ (113,393)	$ (62,319)
Denominator:
Weighted average number of shares outstanding, basic (in shares)	605,184,671	579,090,606
Weighted average number of shares outstanding, diluted (in shares)	605,184,671	579,090,606
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.19)	$ (0.11)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.19)	$ (0.11)

XML

Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	73,760,334	93,766,774
Common stock warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	28,783,333	28,783,333
Unvested restricted stock units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	23,855,690	18,964,922
Options to purchase common stock and unvested restricted stock awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	17,782,326	22,622,456
Unvested early exercised common stock options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,338,985	6,266,063
Earnout Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		17,130,000

XML

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	May 03, 2023	Mar. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Subsequent Event | Direct Offering
Subsequent Event [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	43,985,681
Common stock, par value (in dollars per share)	$ 0.0001
Sale of stock, price per share (in dollars per share)	$ 4.10
Sale of stock, consideration received on transaction	$ 180.2