0001193125-22-142539 | POS AM | XBRL Viewer

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Cover	12 Months Ended
Cover	Dec. 31, 2021
Entity Listings [Line Items]
Document Type	POS AM
Entity Registrant Name	AEye, Inc.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	true
Entity Central Index Key	0001818644
Amendment Description	On September 15, 2021, the registrant filed a Registration Statement on Form S-1 (Registration No. 333-259554), as amended by Amendment No. 1 filed on September 23, 2021 and subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 27, 2021 (as amended, the “Registration Statement”). This post-effective amendment is being filed to update the Registration Statement to include information contained in the registrant’s Annual Report on Form 10-K filed on March 28, 2022 and certain other information in such Registration Statement. No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 14,183	$ 15,275
Marketable securities	149,824	0
Accounts receivable, net	4,222	156
Inventories, net	4,085	2,655
Prepaid and other current assets	5,051	1,396
Total current assets	177,365	19,482
Property and equipment, net	5,129	4,865
Restricted cash	2,150	1,223
Other noncurrent assets	1,509	315
Total assets	186,153	25,885
CURRENT LIABILITIES:
Accounts payable	2,542	1,807
Accrued expenses and other current liabilities	8,739	3,356
Contract liabilities	2,287	660
Convertible notes	0	29,079
Borrowings—net of debt issuance costs, noncurrent	0	2,693
Total current liabilities	13,568	37,595
Deferred rent, noncurrent	3,032	3,631
Borrowings—net of debt issuance costs, noncurrent	0	2,884
Other noncurrent liabilities	786	0
Total liabilities	17,386	44,110
COMMITMENTS AND CONTINGENCIES (Note 18)
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock—$0.0001 par value: 1,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock—$0.0001 par value: 300,000,000 shares authorized; 155,137,237 and 101,286,645 shares issued and outstanding at December 31, 2021 and 2020	16	10
Additional paid-in capital	320,937	68,549
Accumulated other comprehensive loss	(391)	0
Accumulated deficit	(151,795)	(86,784)
Total stockholders' equity (deficit)	168,767	(18,225)
Total liabilities and stockholders' equity (deficit)	$ 186,153	$ 25,885

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Aug. 16, 2021	Aug. 15, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock — par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock — shares authorized (in shares)	1,000,000	1,000,000		1,000,000
Preferred stock — shares issued (in shares)	0			0
Preferred stock — shares outstanding (in shares)	0		16,383,725	0
Common stock — par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock — shares authorized (in shares)	300,000,000	300,000,000		300,000,000
Common stock — shares issued (in shares)	155,137,237			101,286,645
Common stock — shares outstanding (in shares)	155,137,237	154,404,302		101,286,645

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
REVENUE:
Total revenues	$ 3,007	$ 1,579
COST OF REVENUE	3,637	808
Gross profit (loss)	(630)	771
OPERATING EXPENSES:
Research and development	26,543	17,130
Sales and marketing	10,548	3,408
General and administrative	25,514	6,715
Total operating expenses	62,605	27,253
LOSS FROM OPERATIONS	(63,235)	(26,482)
OTHER INCOME (EXPENSE):
Change in fair value of embedded derivative liability and warrant liabilities	223	1,410
Gain on PPP loan forgiveness	2,297	0
Interest income and other	561	23
Interest expense and other	(4,857)	(1,502)
Total other income (expense), net	(1,776)	(69)
Provision for income tax expense	0	0
Net loss	(65,011)	(26,551)
Net unrealized loss on available-for-sale debt securities	(391)	0
Comprehensive loss	$ (65,402)	$ (26,551)
PER SHARE DATA
Net loss per common share (basic) (in dollars per share)	$ (0.60)	$ (0.26)
Net loss per common share (diluted) (in dollars per share)	$ (0.60)	$ (0.26)
Weighted average common shares outstanding (basic) (in shares)	109,055,894	102,803,202
Weighted average common shares outstanding (diluted) (in shares)	109,055,894	102,803,202
Prototype sales
REVENUE:
Total revenues	$ 1,004	$ 365
Development contracts
REVENUE:
Total revenues	$ 2,003	$ 1,214

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Previously reported	Retroactive application of recapitalization	Preferred Stock	Preferred Stock Previously reported	Preferred Stock Retroactive application of recapitalization	Common Stock	Common Stock Previously reported	Common Stock Retroactive application of recapitalization	Additional Paid-in Capital	Additional Paid-in Capital Previously reported	Additional Paid-in Capital Retroactive application of recapitalization	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss Previously reported	Accumulated Other Comprehensive Loss Retroactive application of recapitalization	Accumulated Deficit	Accumulated Deficit Previously reported	Accumulated Deficit Retroactive application of recapitalization
Beginning balance (in shares) at Dec. 31, 2019				0	16,383,725	(16,383,725)	102,945,482	11,283,838	91,661,644
Beginning balance at Dec. 31, 2019	$ 5,711	$ 5,711	$ 0	$ 0	$ 62,639	$ (62,639)	$ 10	$ 0	$ 10	$ 65,934	$ 3,305	$ 62,629				$ (60,233)	$ (60,233)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	1,952									1,952
Issuance of common stock upon exercise of stock options (in shares)							1,877,233
Issuance of common stock upon exercise of stock options	663									663
Unrealized loss on available-for-sale debt securities	0
Repurchase of common stock (in shares)							(3,536,070)
Net loss	(26,551)															(26,551)
Ending balance (in shares) at Dec. 31, 2020				0	16,383,725	(16,383,725)	101,286,645	10,838,010	90,448,635
Ending balance at Dec. 31, 2020	(18,225)	(18,225)	0	$ 0	$ 62,639	$ (62,639)	$ 10	$ 0	$ 10	68,549	5,920	62,629	$ 0	$ 0	$ 0	(86,784)	(86,784)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)							204,119
Conversion of convertible notes and accrued interest into Class A common stock (in shares)							20,778,097
Net settlement of common stock and Series A preferred stock warrants (in shares)							240,806
Beginning balance (in shares) at Dec. 31, 2020				0	16,383,725	(16,383,725)	101,286,645	10,838,010	90,448,635
Beginning balance at Dec. 31, 2020	(18,225)	$ (18,225)	$ 0	$ 0	$ 62,639	$ (62,639)	$ 10	$ 0	$ 10	68,549	$ 5,920	$ 62,629	0	$ 0	$ 0	(86,784)	$ (86,784)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	$ 10,018									10,018
Issuance of common stock upon exercise of stock options (in shares)	312,037						312,037
Issuance of common stock upon exercise of stock options	$ 150									150
Conversion of convertible notes and accrued interest into Class A common stock (in shares)							20,778,097
Conversion of convertible notes and accrued interest into Class A common stock	39,095						$ 2			39,093
Business Combination and PIPE financing (in shares)							31,894,635
Business Combination and PIPE financing	256,811						$ 3			256,808
Transaction costs related to Business Combination and PIPE financing	(52,661)									(52,661)
Net settlement of common stock and Series A preferred stock warrants (in shares)							240,806
Assumption of the private placement warrant liability in connection with Business Combination	(268)									(268)
Commitment shares for Common Stock Purchase Agreement (in shares)							302,634
Commitment shares for Common Stock Purchase Agreement	1,583									1,583
Repurchase of stock options	(1,500)									(1,500)
Issuance of common stock upon vesting of restricted stock units (in shares)							448,604
Issuance of common stock upon vesting of restricted stock units	1						$ 1
Taxes related to net share settlement of equity awards (in shares)							(126,221)
Taxes related to net share settlement of equity awards	(835)									(835)
Unrealized loss on available-for-sale debt securities	(391)												(391)
Net loss	(65,011)															(65,011)
Ending balance (in shares) at Dec. 31, 2021				0			155,137,237
Ending balance at Dec. 31, 2021	$ 168,767			$ 0			$ 16			$ 320,937			$ (391)			$ (151,795)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (65,011)	$ (26,551)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,014	922
Noncash common stock purchase agreement costs	1,583	0
Inventory write-downs	1,203	72
Change in fair value of embedded derivative liability and warrant liabilities	(223)	(1,410)
Noncash gain on PPP loan forgiveness	(2,297)	0
Stock-based compensation	10,018	1,952
Amortization of debt issuance costs	725	97
Amortization of debt discount	752	830
Amortization of premiums on marketable securities, net of change in accrued interest	310	0
Other	287	68
Changes in operating assets and liabilities:
Accounts receivable, net	(4,066)	(13)
Inventories, net	(2,633)	(309)
Prepaid and other current assets	(3,655)	3,811
Other noncurrent assets	(1,483)	(193)
Accounts payable	557	484
Accrued expenses and other current liabilities	5,496	1,377
Deferred rent	(538)	(496)
Contract liabilities	2,258	(290)
Net cash used in operating activities	(55,703)	(19,689)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(1,021)	(4,036)
Purchase of available-for-sale debt securities	(150,525)	0
Net cash used in investing activities	(151,546)	(4,036)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of stock options	150	663
Proceeds from Business Combination and PIPE financing	256,811	0
Transaction costs related to Business Combination and PIPE financing	(52,372)	0
Proceeds from the issuance of convertible notes	8,045	29,990
Proceeds from bank loans	10,000	2,270
Principal payments on bank loans	(13,333)	(667)
Payments of debt issuance costs	(717)	(238)
Repurchase of stock options	(1,500)	0
Net cash provided by financing activities	207,084	32,018
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(165)	8,293
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	16,498	8,205
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Ending	16,333	16,498
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	358	197
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment included in accounts payable and accrued liabilities	270	13
Conversion of Series A and Series B preferred stock into Class A common stock	62,639	0
Conversion of convertible notes and accrued interest into Class A common stock	39,095	0
Assumption of the private placement warrant liability in connection with Business Combination	268	0
Transaction costs paid in 2020, previously recorded to other non-current assets and reclassified to additional paid-in capital in 2021	289	0
Taxes related to net share settlement of equity awards included in accrued liabilities	$ 835	$ 0

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

1.	ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AEye, Inc. (the “Company” or “AEye”) is a provider of high-performance, active lidar systems for vehicle autonomy, advanced driver-assistance systems (ADAS), and robotic vision applications. AEye’s software-definable 4Sight

Intelligent Sensing Platform combines solid-state active lidar, an optionally fused

low-light

HD camera, and integrated deterministic artificial intelligence to capture more intelligent information with less data, enabling faster, more accurate, and more reliable perception.

On February 17, 2021, AEye Technologies, Inc., then known as AEye, Inc. (“AEye Technologies”), entered into the Agreement and Plan of Merger (the “Merger Agreement”) with CF Finance Acquisition Corp. III, a Delaware corporation (“CF III”), now known as AEye, Inc., and Meliora Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CF III (“Merger Sub”). Based on CF III’s business activities, it was a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On August 16, 2021 (the “Closing Date”), CF III closed the business combination (the “Business Combination,” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”) pursuant to the Merger Agreement, and Merger Sub was merged with and into AEye Technologies with AEye Technologies surviving the merger as a wholly owned subsidiary of CF III. On the Closing Date, and in connection with the closing of the Transactions (the “Closing”), CF III changed its name to AEye, Inc.

The Company’s common stock and public warrants are now listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “LIDR” and “LIDRW”, respectively. Unless otherwise specified, “we,” “us,” “our,” “AEye,” and the “Company” refers to AEye, Inc., the combined entity following the Business Combination. Refer to Note 2 for further discussion of the Business Combination.

Principle of Consolidation and Liquidity

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company has funded its operations primarily through the Business Combination and issuances of stock. As of December 31, 2021, the Company’s existing sources of liquidity included cash, cash equivalents and marketable securities of $164,007. The Company has incurred losses and negative cash flows from operations. If the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least one year from the date the audited consolidated financial statements were available for issuance.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, restricted cash is now presented as a separate line item on the consolidated balance sheets and was previously included within other noncurrent assets. Inventory write-downs is now presented as a separate line item on the consolidated statements of cash flows and was previously included within changes in inventories, net. Amortization of debt issuance costs is now presented as amortization of debt discounts on the consolidated statements of cash flows. Noncash interest expense related to bank loans is now presented as amortization of debt issuance costs on the consolidated statements of cash flows.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include investments, embedded derivative and warrant liabilities (See Note 3), fair value of common stock, and stock-based compensation.

Segment Reporting

We manage our business on the basis of one reportable and operating segment. Operating segments are defined as components of an enterprise with separate financial information, and are evaluated regularly by the chief operating decision maker, which is our Chief Executive Officer (“CEO”). The CEO decides how to allocate resources and assesses the Company’s performance based upon consolidated financial information. All of our sales were made to customers (in USD) located in the United States, Europe, and Asia through AEye, Inc., and all property and equipment is located in the United States.

Cash, Cash Equivalents, and Marketable Securities

The Company considers all highly liquid investments, such as treasury bills, commercial paper, certificates of deposit, and money market instruments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash equivalents primarily consist of amounts held in interest-bearing money market accounts that are readily convertible to cash. Cash equivalents are stated at cost, which approximates fair market value.

Marketable securities have been classified as

available-for-sale

and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Unrealized gains and losses in fair value of the

available-for-sale

(“AFS”) debt securities are reported in other comprehensive

income (loss). When the AFS debt securities are sold, cost is based on the specific identification method, and the realized gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company considers all AFS debt securities as available for use to support current operations, including those with maturity dates beyond one year and are classified as current assets under marketable securities in the accompanying consolidated balance sheets. AFS debt securities included in marketable securities on the consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase. Interest on marketable securities is included within interest income.

Restricted Cash

Restricted cash of $2,150 and $1,223 as of December 31, 2021 and 2020, respectively consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement. The Company has a letter of credit to the amount of $2,150 with Silicon Valley Bank as security for the payment of rent on its headquarters in Dublin, CA which require lease payments through 2026. During the year ended December 31, 2020, as a result of

COVID-19,

the Company agreed to a rent payment restructuring arrangement with the landlord, whereby restricted cash under the letter of credit was released and $928 was used to fund rental payments during the period from May 1, 2020 through December 31, 2020. At December 31, 2020, the Company had an available letter of credit of $1,223. As part of the restructuring arrangement, the Company replenished the letter of credit back by paying $928 in January 2021.

The Company determines current or

non-current

classification of restricted cash based on the expected duration of the restriction.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, and marketable securities, and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, to limit the exposure of each investment. The Company’s marketable securities have investment grade ratings when purchased which mitigates risk.

The Company’s accounts receivables are derived from customers located in the U.S., Europe, and Asia. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral.

The Company’s concentration of risk related to accounts receivable and accounts payable was determined by evaluating the number of customers and vendors accounting for 10% or more of accounts receivable (“AR”) and accounts payable (“AP”). As of December 31, 2021, AEye had one customer accounting for 10% or more of AR and two vendors accounting for 10% or more of AP. As of December 31, 2020, AEye had four customers accounting for 10% or more of AR and three vendors accounting for 10% or more of AP.

For the years ended December 31, 2021 and 2020, revenue from the Company’s major customers representing 10% or more of total revenue was as follows:


	Year ended December 31,
	2021			2020
Customer A		*			66	%
Customer B		55	%		*

Customer accounted for less than 10% of total revenue in the period.

Fair Value of Financial Instruments

The Company defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. For additional discussion on fair value of financial instruments, see Note 3.

Derivatives

The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 815,

Derivatives and Hedging

(“ASC 815”). The Company’s objectives and strategies for using derivative instruments, and how the derivative instruments and related hedged items are accounted for affect the financial statements.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. Terms of convertible debt instruments are reviewed to determine whether they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the consolidated balance sheets at fair value.

An evaluation of specifically identified conditions is made to determine whether the fair value of the derivative issued is required to be classified as equity or as a derivative liability. The fair value of derivative liabilities is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. For additional discussion of derivatives, see Note 3.

Accounts Receivable, net

Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows.

If necessary, accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement. During the years ended December 31, 2021 and 2020, the Company did not have any write-offs and at December 31, 2021 and 2020 did not record an allowance for doubtful accounts as all accounts receivable amounts are expected to be collected.

Inventories, net

Inventories consist of raw materials, work in progress, and finished goods. Inventories are stated at the lower of cost and net realizable value and costs are computed under the standard cost method. Prototype inventory cost consists of the associated raw material, direct labor, and indirect labor. The Company evaluates the need for inventory write-downs associated with obsolete, slow moving, and

non-sellable

inventory by reviewing estimated net realizable values on a periodic basis and records a provision for excess and obsolete inventory to adjust the carrying value of inventory as needed. The Company’s inventory as of December 31, 2021 and 2020 was written down by $1,122 and $298, respectively, in order to reduce inventory to the lower of cost or to its net realizable value.

Deferred Transaction Costs

The Company capitalized qualified legal, accounting, and other direct costs related to the Business Combination which were deferred until completion of the Business Combination. In August 2021, upon the completion of the Business Combination, all deferred costs were offset against proceeds from the Business Combination and the private investment in public equity (“PIPE”) financing.

Property and Equipment, net

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 7 years. Leasehold improvements are amortized over the shorter of the lease term or expected useful life of the improvements.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There are no impairment charges recorded in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020.

Leases

The Company rents office space under long-term leases that are accounted for as operating leases following FASB ASC Topic 840,

Leases

(“ASC 840”). Rent expense is recognized on a straight-line basis over the expected lease term. The difference between straight-line rent expense and amounts paid are recorded as a deferred rent liability. Lease incentives, including tenant improvement allowances, are also recorded as a deferred rent liability and amortized as a reduction of rent expense on a straight-line basis over the expected term of the lease.

Revenue Recognition

The Company generates revenues from the sale of prototypes and from development arrangements with automakers and suppliers to automakers. Under FASB ASC Topic 606,

Revenue from Contracts with Customers

(“ASC 606”), the Company accounts for such arrangements as contracts with customers and accordingly recognizes revenue by applying the following steps:

•

Identification of the contract, or contracts, with a customer

•

Identification of the performance obligations in the contract

•

Determination of the transaction price

•

Allocation of the transaction price to the performance obligations in the contract

•

Recognition of revenue when, or as, the Company satisfies a performance obligation

See Note 16, Revenue, for additional information related to the application of ASC 606 to the Company’s primary revenue streams.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the consolidated statements of operations and comprehensive loss.

Arrangements with Multiple Performance Obligations

When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance

obligations in proportion to their estimated standalone selling price (SSP). The SSP reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company determines SSP using information that may include other observable inputs, such as the Company generally uses the cost plus margin approach to estimate SSP. In instances where SSP is not directly observable, the Company determines SSP using information that may include other observable inputs such as expected costs plus margin, or uses the residual approach for performance obligations whose SSP is highly variable or uncertain.

The Company provides standard product warranties for a term of typically one year to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. Estimated future warranty costs are accrued and charged to cost of sales in the period that the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company assesses the adequacy of its recorded warranty liabilities on a quarterly basis and adjusts the amounts as necessary. Warranty costs are included within accrued expenses and other liabilities on the consolidated balance sheets. Refer to Note 8 for further information on warranty reserve amounts.

Collaboration and Development Agreements

The Company considers whether an arrangement qualifies as a collaborative arrangement under FASB ASC Topic 808,

Collaborative Arrangements

(“ASC 808”)

by assessing whether the arrangement between the parties have joint operating activities where both are (i) active participants in the activity; and (ii) have exposure to significant risks and rewards dependent on the commercial success of the activity. When both criteria are met, the arrangement is considered a collaborative arrangement and accounted for under ASC 808.

To qualify and present consideration as revenue within the scope of ASC 606, consideration exchanged in a collaborative arrangement must originate from a customer. The Company refers to ASU

2018-18,

Clarifying the Interaction between Topic 808 and Topic 606

, which clarifies when participants of a collaborative arrangement are within the scope of ASC 606 (and a customer relationship exists in the context of a unit of account).

The Company evaluates the unit of account for each arrangement and determines if the collaboration partner is considered a customer (defined as a party contracted with the entity to obtain goods and services which are outputs from the entity’s ordinary course of business, in exchange for consideration). When this definition is met, the Company applies the ASC 606 guidance, including recognition, measurement, presentation, and disclosure requirements to the unit of account. When a portion of a bundle unit of account (i.e., multiple promises which are not individually distinct) is not with a customer, the entire unit of account is not accounted for under the scope of ASC 606. For such arrangements, the Company may choose to analogize to the recognition and measurement guidance of ASC 606 whereby the consideration associated with revenue from

non-ASC

606 elements are recognized together with revenue to be recognized under ASC 606, as appropriate.

Other Policies, Judgments and Practical Expedients

Contract assets and liabilities.

Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. The Company did not have any contract assets as of December 31, 2021. Contract liabilities relate to deferred revenue. Deferred revenue consists of amounts that have been invoiced and/or cash received but for which revenue has not been earned. This generally includes unrecognized revenue balances for development arrangements. Deferred revenue that will be realized during the succeeding

12-month

period is recorded within current liabilities and the remaining deferred revenue is recorded as noncurrent liabilities.

Right of return.

The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. Therefore, the Company does not estimate returns and generally recognizes revenue at contract price upon product shipment or delivery.

Significant financing component.

In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for all of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money on transaction price. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers.

Contract modifications.

The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts for the additional products or services as part of the existing contract primarily on a prospective basis.

Judgments and estimates.

Accounting for contracts recognized over time under ASC 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a contract will be revised in the near-term. The Company reviews and updates its contract-related estimates quarterly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a

cost-to-cost

input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized in the period in which the revisions to the estimates are made.

Cost of Revenue

Cost of revenue primarily consists of costs directly associated with the production of those prototypes that are held for sale and certain costs associated with development arrangements. Such costs for prototypes are direct materials, direct labor, indirect labor, warranty expense, and allocation of overhead. Direct and indirect labor includes personnel-related costs and packaging and procurement respectively associated with the production of prototypes. Other costs such as indirect manufacturing costs are recognized in research and development and general and administrative expenses on the consolidated statements of operations and comprehensive loss. Costs associated with development arrangements include the direct costs and allocation of overhead costs involved in the execution of the contract.

Research and Development Expenses

Research and development expenses include personnel costs (including salaries, benefits, bonuses, and stock-based compensation), new hardware and software materials to the extent no future economic benefits are expected, other related expenses such as lab equipment, third party development-related contractors, and allocated overhead expenses. Substantially all the R&D expenses are related to the development of new products and services, including contract development expenses. They are expensed as incurred and included in the consolidated statements of operation and comprehensive loss.

Stock-Based Compensation

The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards based on estimated grant-date fair values. The Company uses the

straight-line attribution method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the option’s expected term and the price volatility of the underlying stock. The Company’s policy is to recognize stock-based compensation net of estimated forfeitures, based on historical forfeiture rates. The Company measures nonemployee awards at the date of grant, which generally is the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share-based payment award. The fair value of the restricted stock units, or “RSUs,” is equal to the fair market value of the Company’s common stock on the grant date. The fair value of the stock-based compensation is recognized on a straightline basis over the requisite service period, which is generally the vesting period of the award.

Stock options and RSUs for all periods prior to the Business Combination have been retroactively restated to give effect to the recapitalization. Refer to Note 2 for further discussion of the equity recapitalization resulting from the Business Combination.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income,

tax-planning

strategies, and results of recent operations. If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax asset valuation allowance would be made to reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with FASB ASC Topic 740,

Income Taxes

(“ASC 740”) on the basis of a

two-step

process in which determinations are made (1) whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the

more-likely-than-not

recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheets. As of and for the year ended December 31, 2021 and 2020 there were no interest or penalties recorded.

Net Loss per Share

Basic net loss per share is computed using net loss available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the dilutive effects of stock options, restricted stock units, preferred stock, convertible notes, and public and private placement warrants outstanding during the period to the extent such securities would not be anti-dilutive and is determined using the

if-converted

and treasury stock methods.

The Company calculates weighted average number of common shares outstanding during the period using the Company’s Class A common stock outstanding. As the merger has been accounted for as a reverse

capitalization, the consolidated financial statements of the merged entity reflects the continuation of the

pre-merger

AEye Technologies financial statements, which has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, CF III. As a result, net loss per share was also restated for periods ended prior to the Business Combination. See Note 2 for details on this recapitalization and Note 14 for the retroactive restatement of net loss per share.

Basic and diluted net loss per share attributable to common stockholders was the same for all periods presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive, as AEye is currently operating in a net loss position.

Comprehensive Loss

Comprehensive loss includes all changes in equity (net assets) from

non-owner

sources during a period and net unrealized gains (losses) on

available-for-sale

debt securities.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU

2016-13,

Measurement of Credit Losses on Financial Instruments

, which has subsequently been amended by ASU

No. 2018-19,

ASU

No. 2019-04,

ASU

No. 2019-05,

ASU

No. 2019-10,

and ASU

No. 2019-11.

The objective of the guidance in ASU

2016-13

is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs. ASU

2016-13

requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses.

Available-for-sale

and held to maturity debt securities are also required to be held net of an allowance for credit losses. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019. For smaller reporting companies, the standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures and will adopt the guidance on January 1, 2023 as permitted for smaller reporting companies.

Recently Adopted Accounting Guidance

In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU)

No. 2016-02.

FASB ASC Topic 842,

Leases

(“ASC 842”) supersedes the previous accounting guidance for leases included within ASC 840. The new guidance generally requires an entity to recognize operating and financing lease liabilities and corresponding

right-of-use

assets on its balance sheet, as well as recognize the associated lease expenses on its statements of operations in a manner similar to that required under current accounting rules. The guidance requires a modified retrospective transition approach with application in all comparative periods presented (the “Comparative Method”), or alternatively, as of the effective date as the date of initial application without restating comparative period financial statements (the “Effective Date Method”).

The new standard is effective for the Company on January 1, 2022. We adopted the new standard on January 1, 2022 using the Effective Date Method. The Company has completed a substantial portion of its evaluation of the effect of adopting ASC 842 on its financial statements. Upon adoption on January 1, 2022, the Company expects to recognize estimated

right-of-use

assets and lease liabilities totaling approximately $16,050 and $19,692, respectively, to reflect the present value of remaining lease payments under existing lease arrangements. The new guidance also provides several practical expedients and policies that companies may elect upon transition. The Company plans to elect the transition practical expedient package, which among other things, allows the carryforward of historical lease classifications. The Company will continue to apply Topic 840 prior to January 1, 2022, including Topic 840 disclosure requirements, in the comparative periods presented.

In December 2019, the FASB issued ASU

2019-12,

Income Taxes

(Topic 740):

Simplifying the

Accounting for Income Taxes

. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU

2019-12

is effective for public business entities for fiscal years beginning after December 15, 2021. We have adopted ASU

2019-12

as of January 1, 2022, and our adoption did not have a material impact on the consolidated financial statements.

Recapitalization

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

Recapitalization

2.	RECAPITALIZATION

As discussed in Note 1, on August 16, 2021, AEye Technologies and CF III closed the Business Combination, with AEye Technologies surviving the Business Combination as a wholly owned subsidiary of CF III. As part of the closing of the Business Combination, CF III changed its name to AEye, Inc. (the “combined entity”).

Immediately prior to the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 301,000,000 shares, of which 300,000,000 shares were designated common stock, $0.0001 par value per share, and of which 1,000,000 shares were designated preferred stock, $0.0001 par value per share.

The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with US GAAP. Under this method of accounting, AEye Technologies was treated as the accounting acquirer and CF III was treated as the acquired company for financial reporting purposes under FASB ASC Topic 805,

Business Combinations

(“ASC 805”). This determination is primarily based on AEye Technologies’ stockholders comprising a relative majority of the voting power of the combined entity, and having the ability to nominate the majority of the governing body of the combined entity, AEye Technologies’ senior management comprising the senior management of the combined entity and AEye Technologies’ operations comprising the ongoing operations of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of AEye Technologies and the Business Combination was treated as the equivalent of AEye Technologies issuing stock for the net assets of CF III, accompanied by a recapitalization. The net assets of CF III are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of AEye Technologies in future reports of the combined entity. Loss per share and stockholders’ equity (deficit), prior to the Business Combination, have been retroactively converted into 3.7208 shares (the “Exchange Ratio”).

Immediately prior to the closing of the Business Combination, all outstanding principal and unpaid accrued interest of the 2020 Notes were ultimately converted into 5,584,308 shares of AEye Technologies’ common stock and subsequently converted to Class A common stock of the Company (see Note 11). Separately, each issued and outstanding share of AEye Technologies’ 16,383,725 redeemable convertible preferred stock was converted into shares of AEye Technologies’ common stock based on a

one-to-one

ratio. The consolidated financial statements are accounted for with a retrospective application of the Business Combination that results in 16,383,725 shares of redeemable convertible preferred stock converting into common stock of the Company. Upon the closing of the Business Combination, each share of AEye Technologies common stock issued and outstanding was canceled and converted into the right to receive 3.7208 shares of CF III’s common stock (the “Per Share Merger Consideration”).

Immediately prior to the closing of the Business Combination, the Board approved the

Net-Exercise

of common stock warrants and Series A preferred warrants which provides for the cashless exercise of 61,612 common stock warrants into 57,770 shares of AEye Technologies common stock and 7,353 Series A preferred warrants into 6,949 shares of AEye Technologies common stock at the Transaction Price of $37.21 per share. Upon the Closing, the combined 64,719 shares were cancelled and exchanged for 240,806 shares of the Company’s Class A common stock, after giving effect to the Exchange Ratio.

Immediately prior to the closing of the Business Combination, CF III’s amended and restated certificate of incorporation, dated November 12, 2020 (the “Charter”), was further amended and restated to eliminate the Class B common stock (after giving effect to the conversion of each outstanding share of Class B common stock immediately prior to the closing of the Business Combination into one share of Class A common stock).

PIPE Subscription Agreement

Contemporaneously with the execution of the Merger Agreement, CF III entered into separate PIPE Subscription Agreements in a private placement with a number of PIPE investors, pursuant to which the PIPE Investors agreed to purchase, and CF III agreed to sell to the PIPE Investors, an aggregate of 22,000,000 shares of common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $220,000. CF III also entered into a PIPE Subscription Agreement for 500,000 shares of common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $5,000 with an investor who defaulted on the Closing under the PIPE Subscription Agreement. The Company plans to pursue its available remedies with respect to such investor.

Redemption

Certain CF III shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 19,355,365 shares of CF III Class A common stock for an aggregate payment of $195,498, at a redemption price of $10.10 per share based on the Trust Account balance as of August 11, 2021.

Public and Private Placement Warrants

CF III Warrants issued in connection with the IPO (“Public warrants”) and in connection with the private placement units held by the Sponsor (“Private Placement warrants”) to purchase shares of the Company’s common stock, at an exercise price of $11.50 per share, remained outstanding after the closing of the Business Combination. The warrants became exercisable 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire

five years

after the completion of the Business Combination or earlier upon redemption or liquidation. The Public warrants are classified as equity and valued based on the instrument’s publicly listed trading price. The Private Placement warrants are classified as liabilities and measured at fair value, with changes in fair value each period reported in the consolidated statements of operations and comprehensive loss. The Company uses the Public warrants listed trading price to value the private placement warrants each reporting period.

Transaction Costs

In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $52,661 related to the equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional

paid-in

capital as a reduction of proceeds upon the closing of the

Business

Combination. Transaction costs that were not directly related to the Business Combination of approximately $2,198 were expensed.

Transaction Proceeds

Upon closing of the Business Combination, the Company received gross proceeds of $256,811 from the Business Combination and PIPE financing, offset by offerings costs of $52,661. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the

consolidated statements of changes in stockholders’ deficit for period ended December 31, 2021 (in thousands, except share data):


Cash—CF III’s trust and cash (net of redemption)	$	36,811
Cash—Private offering		220,000
Less: transaction costs and advisory fees paid		(52,661	)

Net Business Combination and private offering	$	204,150

The number of shares of common stock issued immediately following the closing of the Business Combination were:


CF III Class A common stock, outstanding prior to Business Combination			23,000,000
Less: redemption of CF III Class A common stock			19,355,365

Class A common stock of CF III			3,644,635
CF III founder shares			5,750,000
CF III Private Placement shares			500,000
CF III Shares issued in PIPE			22,000,000

Business Combination and PIPE shares			31,894,635
Legacy AEye shares			122,509,667

August 16, 2021			154,404,302

The number of Legacy AEye shares was determined as follows:


	AEye shares			AEye shares, effected for Exchange Ratio
Balance at December 31, 2019		11,283,838			41,984,908
Recapitalization applied to Redeemable Convertible preferred stock outstanding at December 31, 2019		16,383,725			60,960,574
Exercise of common stock options—2020		504,524			1,877,233
Repurchase of common stock—2020		(950,352	)		(3,536,070	)
Exercise of common stock options—2021 (pre-Closing)		54,859			204,119
Conversion of Convertible Notes and Accrued Interest—2021		5,584,308			20,778,097
Exercise of common stock and Series A preferred stock warrants—2021		64,719			240,806

Total					122,509,667

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

3.	FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities is determined in accordance with the fair value hierarchy established in FASB ASC Topic 820,

Fair Value Measurements and Disclosures

(“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

Level

—

Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level

—

Observable inputs, other than Level 1 inputs, which are observable either directly or indirectly or can be corroborated by observable market data using quoted prices for similar assets or liabilities.

Level

—

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Our financial instruments that are not

re-measured

at fair value include accounts receivable, prepaid and other current assets, accounts payable, accrued expenses and other current liabilities, convertible notes, and long-term debt. The carrying values of these financial instruments approximate their fair values.

The Company’s financial assets and liabilities measured at fair value on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):


	Fair Value (in thousands) Measured as of December 31, 2021 Using:
	Adjusted Cost		Unrealized losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
Assets
Level 1
Money market funds	$	4,863	$	—		$	4,863	$	4,863	$	—
Level 2
Asset-backed securities	$	26,491	$	(68	)	$	26,423	$	—	$	26,423
Corporate bonds		48,643		(150	)		48,493		—		48,493
Commercial paper		45,145		—			45,145		—		45,145
U.S. Government securities		29,936		(173	)		29,763		—		29,763

Total financial assets	$	155,078	$	(391	)	$	154,687	$	4,863	$	149,824

Liabilities
Level 2
Private placement warrant liability	$	—	$	—		$	155	$	—	$	—

Total financial liabilities	$	—	$	—		$	155	$	—	$	—

Liabilities
Level 3
Common stock and series A preferred stock warrant liability	$	—	$	—		$	93	$	—	$	—
Embedded derivative liability		—		—			17		—		—

Total financial liabilities	$	—	$	—		$	110	$	—	$	—

As of December 31, 2021, the Company’s financial assets and liabilities subject to fair value procedures were comprised of the following:

Money Market Funds:

The Company holds financial assets consisting of money market funds. These securities are valued using observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Marketable Securities

: The Company holds financial assets consisting of fixed-income U.S. government agency securities, corporate bonds, commercial paper and asset-backed securities. The securities are valued using prices from independent pricing services based on quoted prices of identical instruments in less active or inactive markets. Additionally, quoted prices of similar instruments in active market or industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets are used to value marketable securities.

Private Placement Warrant Liability

: As of December 31, 2021 Level 2 fair value measurements were used for private placement warrant liabilities. Any changes in the fair value of the liability are reflected in

other income (expense), net, on the consolidated statements of operations and comprehensive loss. Private placement warrant liability is included within other noncurrent liabilities on the consolidated balance sheets.

As of December 31, 2020, the Company’s financial liabilities subject to fair value procedures were comprised of the following:

Common Stock and Series A Preferred Stock Warrant Liability:

The fair value of the redeemable convertible preferred stock warrant liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and expected dividend yield. Changes in fair value measurement are reflected in other income (expense), net, on the consolidated statements of operations and comprehensive loss. See Black-Scholes table below for quantitative information on the unobservable inputs used in the valuation of common stock and series A preferred stock warrant liabilities.

Upon the closing of the Business Combination, the common stock and series A preferred stock warrant liability were net settled and converted to the Class A common stock equity. The financial liability was retroactively restated as equity resulting from the recapitalization as part of the Business Combination.

Embedded Derivative Liability:

During 2020, the Company entered into a convertible note agreement under which the Company may issue convertible equity instruments (“2020 Notes”). The 2020 Notes contain an embedded redemption feature, which is considered to be a derivative that is required to be separately accounted for at fair value and subsequently remeasured to fair value at each reporting date. The fair value of the embedded derivative liability was estimated using a with and without method, and changes in fair value are recognized in other income (expense), net, on the consolidated statements of operations and comprehensive loss. This method isolates the value of the embedded derivative liability by measuring the difference in the host contract’s value with and without the isolated feature. The resulting cash flows are discounted at the Company’s borrowing rate, as adjusted for fluctuations in the market interest rate from the inception of the Company’s comparative borrowings to the reporting date, to measure the fair value of the embedded derivative. The valuation for the conversion portion of the derivative factors in the expected timing and probability of a financing that would result in the conversion of the underlying, plus accrued interest discounted to the financing price per share. The probability and timing of a financing are estimated at each reporting date.

Upon the closing of the Business Combination the embedded derivative was settled as the 2020 Notes and accrued interest were converted into the Company’s Class A common stock (see Note 2 Recapitalization).

For the year ended December 31, 2021 and 2020, there were no transfers between Level 1 and Level 2 inputs. The private placement warrant liability transferred from Level 3 into Level 2 during the year ended December 31, 2021 as a result of the Business Combination which introduced Level 2 inputs into the valuation of the private placement warrant liability, specifically the observable input of AEye public warrants (LIDRW). There were no issuances, purchases, sales, or settlements of Level 3 inputs, other than as disclosed below.

The following table presents a summary of the changes in fair value of the Company’s Level 3 financial instruments for the year ended December 31, 2021 (in thousands):


	Embedded Derivative			Common Stock and Series A Preferred Stock Warrant Liability			Total
Balance at December 31, 2020	$	17		$	93		$	110
(Gain) loss in fair value included in other income (expense, net)		(17	)		(93	)		(110	)

Balance at December 31, 2021	$	—		$	—		$	—


	Embedded Derivative			Common Stock and Series A Preferred Stock Warrant Liability		Total
Balance at December 31, 2019	$	—		$	—	$	—
Initial fair value of embedded derivative		1,520			—		1,520
(Gain)/loss in fair value included in other income (expense, net)		(1,503	)		93		(1,410	)

Balance at December 31, 2020	$	17		$	93	$	110

The key inputs into the Black-Scholes option-pricing model for the common stock and series A preferred stock warrant liability valued at December 31, 2020 are as follows:


	December 31, 2020
Expected term (years)		5.8
Expected volatility		45.6	%
Risk-free interest rate		0.4	%
Dividend yield		—	%
Exercise price	$	15.03

If factors or assumptions change, the estimated fair values could be materially different. The value of the Company’s common stock and series A preferred stock warrant liability would increase if a higher risk-free interest rate was used, and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants.

- Definition

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

+ References + Details

Cash, Cash Equivalents, and Restricted Cash

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents, and Restricted Cash

4.	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash, cash equivalents (which consists entirely of money market funds) and restricted cash as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	14,183	$	15,275
Restricted cash		2,150		1,223

Total cash, cash equivalents, and restricted cash	$	16,333	$	16,498

Inventories

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventories

5.	INVENTORIES

Inventory, net of write-downs, as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Raw materials	$	1,544	$	1,123
Work in-process		2,447		1,337
Finished goods		94		195

Total inventory, net	$	4,085	$	2,655

The Company’s inventory write-down to reduce inventories to net realizable value was $1,203 and $72 during the years ended December 31, 2021 and 2020, respectively.

Prepaid and Other Current Assets

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid and Other Current Assets

6.	PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Prepaid expenses	$	3,980	$	549
Demonstration units		224		—
Other		847		847

Total prepaid and other current assets	$	5,051	$	1,396

Other Noncurrent Assets

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Noncurrent Assets

7.	OTHER NONCURRENT ASSETS

Other noncurrent assets as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Deferred financing costs	$	—	$	288
Security deposits		133		27
Long-term prepaid expenses		1,376		—

Total other noncurrent assets	$	1,509	$	315

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

8.	ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Accrued payroll	$	957	$	741
Accrued bonuses		3,408		—
Accrued payroll taxes		1,547		273
Accrued interest		—		391
Accrued purchases and other		1,947		1,406
Warranty reserve		275		—
Deferred rent—current		605		545

Accrued expenses and other current liabilities	$	8,739	$	3,356

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

9.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net as of December 31, 2021 and 2020 consists of the following (in thousands):


	As of December 31,
	2021			2020
Machinery and equipment	$	1,444		$	625
Computers, software and related equipment		268			218
Office furniture and equipment		341			338
Vehicles		342			165
Leasehold improvements		4,725			4,709
Construction in progress		213			—

Total property and equipment		7,333			6,055
Less accumulated depreciation and amortization		(2,204	)		(1,190	)

Property and equipment, net	$	5,129		$	4,865

Depreciation and amortization expense related to property and equipment amounted to $1,014 and $922 recognized within research and development, sales and marketing, and general and administrative expenses within the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020. Disposals of property and equipment were not material for the years ended December 31, 2021 and 2020.

Borrowings

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Borrowings

10.	BORROWINGS

Silicon Valley Bank Financing Facility

On April 26, 2021, the Company entered into a loan and security agreement (the “Agreement”) with an affiliate of Silicon Valley Bank (“SVB” or the “Lender”) in connection with the

non-binding

term sheet for a financing facility of up to $10,000 entered into on March 18, 2021. Under the Agreement, the Lender shall make a term loan advance to the Company of $4,000. Subject to the terms and conditions of the Agreement, and upon the Company’s request, the Lender shall make one term loan advance to the Company of $6,000. The interest rate on the term loan advance is calculated at 8% per annum and payable monthly, in arrears. Upon entering the agreement, the $4,000 was drawn. On May 13, 2021, the additional $6,000 was drawn. The balance of $10,540 for the financing facility, including interest, was repaid on August 20, 2021.

Silicon Valley Bank Credit Facility

On August 16, 2019, the Company entered into a loan and security agreement with SVB. Borrowings under this facility are secured by substantially all the Company’s assets, excluding intellectual property. The term loan’s borrowings are subject to certain financial covenants and restrictions. The Company complied with all financial covenants and restrictions as of December 31, 2021 and 2020.

The growth capital term loan facility is made up of a $4,000 loan amount, which was drawn in December 2019. The Company began repaying the term loan under this facility beginning January 1, 2020 in equal monthly payments of principal, plus accrued interest. The interest rate on the term loan is the greater of (a) the prime rate plus 0.75% and (b) 5.5%.

On April 20, 2020, the Company entered into a deferral agreement with SVB, whereby the payment dates for all monthly principal payments on the term loan falling due after the deferred agreement’s effective date was extended by six months. Therefore, the Company did not make any principal payments for any term loans for the period from May 31, 2020 to December 31, 2020. The Company accounted for this as a debt modification. The balance of $2,333 for the term loan was repaid on September 7, 2021.

Paycheck Protection Program (PPP) Loan

On June 19, 2021, the Company received notice of the Paycheck Protection Program (PPP) forgiveness payment made to SVB by the Small Business Administration in the amount of $2,270 in principal and $27 in interest. This amount represents the forgiveness of the total PPP loan the Company received in 2020 under the PPP Loan provisions of the CARES act.

As of December 31, 2021, there were no borrowings outstanding. As of December 31, 2020, the Company’s borrowings consisted of the following (in thousands):


	December 31, 2020
Silicon Valley Bank credit facility	$	3,333
Payroll Protection Program (PPP) Loan		2,270
Unamortized debt issuance costs—SVB financing and credit facility		(26	)

Total borrowings, net of debt issuance costs	$	5,577

Borrowings—net of debt issuance costs, current	$	2,693
Borrowings—net of debt issuance costs, noncurrent		2,884

Total borrowings, net of debt issuance costs	$	5,577

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1B
-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Convertible Notes

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Convertible Notes

11.	CONVERTIBLE NOTES

During 2020, the Company entered into various convertible note agreements (“2020 Notes”) under which the Company may issue convertible equity instruments having an aggregate principal amount of up to $40,000, a 3% accruing dividend (“accrued interest”) and a maturity date, extended in July 2021, of October 31, 2021. During 2020 the Company received $30,000 in proceeds related to the 2020 Notes. During 2021, the Company issued an additional $8,045 of convertible notes.

Pursuant to the terms of the 2020 Notes, upon the closing by the Company of a financing, all outstanding principal and unpaid accrued interest of the 2020 Notes will automatically convert into Company preferred stock sold (the “Next Financing Stock”) at a “conversion price” equal to the lesser of:

(i)

the original issue price per share paid in the Next Financing Stock multiplied by 90%; and

(ii)

the price obtained by dividing $250,000 by the number of outstanding shares of common stock of the Company immediately prior to the Next Financing, as applicable.

In connection with the Business Combination on August 16, 2021, all outstanding principal and unpaid accrued interest of the 2020 Notes were converted into AEye Technologies’ preferred stock and subsequently were converted into 20,778,097 shares of the Company’s Class A common stock. Accordingly, at December 31, 2021, the convertible notes balance was $0.


	December 31, 2020
Convertible notes—face value	$	29,990
Unamortized debt issuance costs		(175	)
Unamortized debt discount		(753	)
Embedded derivative liability		17

Convertible notes—current	$	29,079

Embedded Derivative Liability

As outlined in the indenture governing the 2020 Notes, the 2020 Notes are automatically convertible, contingent upon the occurrence of certain events, most notably a financing (a “Next Financing”), defined as the issuance and sale of additional preferred stock (“Financing Stock”). The redemption price is defined as a price per share equal to 90% of the price per share paid by the other purchasers of the Financing Stock sold in the Next Financing. The 2020 Notes are redeemable into the number of shares of Next Financing Stock needed to settle all of the aggregate amount of principal and unpaid interest owed to the holder of such notes, which is based on the ultimate price per share associated with the Financing Stock. Consequently, the 2020 Notes are considered stock settled debt.

This redemption feature embedded in the 2020 Notes is considered to be a derivative that is required to be separately accounted for at fair value and subsequently remeasured to fair value at each reporting date. Accordingly, upon issuance of the 2020 Notes, the Company recognized the fair value associated with the embedded derivative which resulted in an embedded derivative liability of approximately $1,520, with an equal and offsetting debt discount. Upon the closing of the Business Combination on August 16, 2021, the embedded derivative was settled. Accordingly, at December 31, 2021, the fair value of the embedded derivative liability was $0. The value of the embedded derivative liability at December 31, 2020 is presented together with the associated convertible notes on the consolidated balance sheets. See Note 3 for additional discussion of derivatives.

Interest Expense and Other

12 Months Ended

Dec. 31, 2021

Other Income and Expenses [Abstract]

Interest Expense and Other

12.	INTEREST EXPENSE AND OTHER

Interest expense and other for the years ended December 31, 2021 and 2020 consisted of the following (in thousands):


	Year ended December 31,
	2021		2020
Interest on term loan debt	$	630	$	200
Interest on PPP loan		11		16
Interest on convertible note		700		359
Amortization of debt issuance costs		725		97
Amortization of debt discount		752		830
Amortization of premiums on marketable securities, net		456		—
Common stock purchase agreement costs		1,583		—

Interest expense and other	$	4,857	$	1,502

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

13.	STOCKHOLDERS’ EQUITY

The Company is authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2021, the Company had 155,137,237 and 0 shares of common stock and preferred stock issued and outstanding, respectively.

Class A Common Stock

— Class A common stock has the following rights:

Voting rights:

Each holder of Class A common stock will be entitled to one (1) vote in person or by proxy for each share of the Class A common stock held of record by such holder. The holders of shares of the Class A common stock will not have cumulative voting rights. Except as otherwise required in the Amended Charter or by applicable law, the holders of the Class A common stock vote together as a single class on all matters on which stockholders are generally entitled to vote.

Dividend rights:

Subject to any other provisions of the Amended Charter, each holder of Class A common stock will be entitled to receive, in proportion to the number of shares of the Class A common

stock held, such dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the Board from time to time out of assets or funds of the Company legally available therefor.

Rights upon liquidation:

In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company, after payments to creditors of the Company that may at the time be outstanding, and subject to the rights of any holders of the Company preferred stock that may then be outstanding, holders of shares of the Class A common stock will be entitled to receive ratably, in proportion to the number of shares of the Class A common stock held by them, all remaining assets of the Company available for distribution.

Preferred Stock

— The Company has the authority, without stockholder approval, to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more class or series and to fix for each such class or series the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the Delaware General Corporation Law. The issuance of the Company’s preferred stock could have the effect of decreasing the trading price of the Class A common stock, restricting dividends on the capital stock of the Company, diluting the voting power of the Class A common stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the Company. Although the Company does not currently intend to issue any shares of preferred stock, the Company may choose to do so in the future.

As discussed in Note 2, Recapitalization, the Company has retroactively adjusted the preferred shares issued and outstanding prior to August 16, 2021 to give effect to the Exchange Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted.

Upon the Closing, all of the outstanding shares of preferred stock were cancelled and exchanged for shares of the surviving Company’s Class A common stock at the Exchange Ratio of 3.7208, the exchange rate established in the Merger Agreement.


	August 16, 2021 (Closing)
	Preferred stock shares		Exchange ratio		Common stock shares
Series A Convertible preferred stock (pre-combination)		9,226,734		3.7208		34,330,838
Series B Convertible preferred stock (pre-combination)		7,156,991		3.7208		26,629,736

Total		16,383,725				60,960,574

The Company is authorized to issue up to 1,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of December 31, 2021, no shares of preferred stock were issued and outstanding.

Private and Public Warrants

— As of December 31, 2021, the Company had 166,666 Private Placement warrants and 7,666,666 Public warrants outstanding. Each warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share.

Tumim Stone Common Stock Purchase Agreement

— On December 8, 2021, the Company entered into a Common Stock Purchase Agreement (the “CSPA”) and a Registration Rights Agreement with Tumim Stone Capital LLC (“Tumim Stone”). Under the terms and subject to the conditions of the CSPA, the Company has the right, but not the obligation, to sell to Tumim Stone, and Tumim Stone is obligated to purchase up to the lesser of (i) $125,000 of the Company’s common stock, and (ii) the Exchange Cap equal 19.99% of the shares of the Company’s common stock outstanding immediately prior to the execution of the CSPA, unless the Company’s stockholders approve the issuance of shares in excess of the Exchange Cap, or the average price of all applicable sales of common stock to Tumim Stone under the CSPA equals or

exceeds $4.9485. Upon the satisfaction of various commencement conditions, such as the filing of the registration statement which provides for the resale of such shares pursuant to the Registration Rights Agreement, the Company has sole discretion to initiate such sales of common stock over the period of 36 months commencing December 8, 2021. In all instances, the Company may not sell shares of its common stock to Tumim Stone under the CSPA if doing so would result in Tumim Stone beneficially owning more than 9.99% of its common stock.

The purchase price per share to be purchased by Tumim shall equal the volume-weighted average price for common stock on the applicable purchase date multiplied by 0.9615 (to be adjusted for any reorganization, recapitalization,

non-cash

dividend, stock split, reverse stock split, or similar transaction). The maximum number of shares the Company may sell to Tumim Stone on any single business day is the lesser of (i) $20,000 divided by the closing sale price of the common stock on the trading day immediately preceding the purchase date, and (ii) 0.15 multiplied by the average daily trading volume in common stock for the three trading days preceding the purchase date.

In connection with the CSPA, the Company issued Tumim Stone commitment shares in the amount of 302,634 restricted common shares in the Company. At issuance, the 302,634 shares of common stock had a fair value of $1,583 and were recorded to Interest expense and other in the Company’s consolidated statements of operations and comprehensive loss. The Company determined that the right to sell additional shares represents a freestanding put option under ASC 815

Derivatives and Hedging

, and as such, the financial instrument was classified as a derivative asset with a fair value of zero at inception of the CSPA on December 8, 2021.

As of December 31, 2021 the Company had not sold any shares to Tumim Stone under the CSPA nor filed any registration statement which allows for the sale of such shares.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Share

14.	NET LOSS PER SHARE

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


	Year ended December 31,
	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(65,011	)	$	(26,551	)
Denominator:
Weighted average common shares outstanding—Basic		109,055,894			102,803,202
Dilutive effect of potential common shares		—			—

Weighted average common shares outstanding—Diluted		109,055,894			102,803,202

Net loss per share attributable to common stockholders—Basic and Diluted	$	(0.60	)	$	(0.26	)

Due to net losses for the years ended December 31, 2021 and 2020, basic and diluted net loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The following table sets forth the anti-dilutive common share equivalents for the periods listed:


	Year ended December 31,
	2021		2020
Warrants		7,833,332		256,605
Common stock options issued and outstanding		29,238,432		31,618,135
Unvested restricted stock units		7,434,743		—
Conversion of convertible notes		—		16,317,560

Total		44,506,507		48,192,300

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

15.	STOCK-BASED COMPENSATION

The Company has three equity incentive plans, the 2014 US LADAR Inc. Equity Incentive Plan (the “2014 Plan”), the 2016 Stock Plan (the “2016 Plan”), and the 2021 Equity Incentive Plan (the “Incentive Plan”). On August 16, 2021, the Company’s 2014 Plan and 2016 Plan were terminated in connection with the closing of the Business Combination as defined in Note 1, but continue to govern the terms of outstanding equity awards that were granted prior to the termination of the plans.

2014 Plan and 2016 Plan

The 2014 and 2016 Plan provide for the grant of incentive stock options to employees only and

non-statutory

stock options and RSUs to employees, directors, and consultants of the Company. As of August 16, 2021, the Company no longer grants equity awards pursuant to the 2014 Plan or 2016 Plan.

On November 17, 2020, Robert Brown was granted the option to purchase 3,262,744 shares of AEye, Inc. common stock in accordance with the 2016 Plan subject to the vesting schedule set forth in the Notice of Grant of Stock Option (the “Brown Award”). The options granted contain a service-based and performance-based vesting condition. In regards to the service-based vesting condition, the options vest 25% at the first anniversary of the grant date, with the remaining vesting ratably over the next three years. The performance condition states that 25% of the options will vest immediately upon a Business Combination. In connection with the Business Combination on August 16, 2021, 25% of the options vested.

In January 2021, the Board approved an amendment and restatement of the 2016 Stock Plan to provide for the issuance of RSUs under the Plan and increase the number of shares of common stock of the Company reserved for issuance pursuant to the Plan by 1,153,448 shares to a new total of 33,121,391. As of December 31, 2021, 1,741,689 RSUs were granted.

The Board determines the terms of the awards, including the amount, fair market value, and vesting provisions. Under the 2016 Plan, options to purchase common stock generally vest over four years with 25% vesting at the end of the first year and the rest vesting ratably over the next three years. RSUs generally vest 25% at the end of the first year with the remaining RSUs vesting ratably over the next three years or they vest ratably over the four years. Under the 2014 Plan, the vesting period for options to purchase common stock range from immediate to four years. Under each plan, the options expire ten years from the date of grant.

On June 28, 2021, the Company entered into an Option Repurchase and Release Agreement to purchase 542,615 vested options for $1,500 from an executive awarded with these options under the Company’s 2016 Plan. Based on the term of the agreement the consideration is transferred following the closing of the first “Exit Event,” defined as any of the following: (a) the Business Combination described in the Merger Agreement and preliminary

S-4

registration statement filed with the Securities and Exchange

Commission on May 13, 2021; (b) a transaction whereby a special purpose acquisition company acquires equity interests of the Company; (c) a Change in Control (as defined in the 2016 Plan); or (d) the first firm commitment underwritten public offering pursuant to an effective registration statement on an established national or foreign securities exchange covering the offer and sale by the Company. In connection with the Business Combination, the consideration of $1,500 was paid to the executive.

2021 Equity Incentive Plan

As previously reported in the Current Report on Form

8-K

filed with the SEC on August 16, 2021, at the special meeting of stockholders held in connection with the Business Combination, the CF III stockholders considered and approved the CF III 2021 Equity Incentive Plan and reserved 15,440,430 shares of common stock for issuance thereunder. The Incentive Plan was previously approved, subject to stockholder approval, by the board of directors of CF III on February 17, 2021. The Incentive Plan became effective immediately upon the closing of the Business Combination. The purpose of the Incentive Plan is to attract, retain, and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities, and to promote the success of the Company’s business. The Company’s 2021 Equity Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock units, performance stock unit awards, and other forms of equity compensation (collectively, “equity awards”). All awards within the Incentive Plan may be granted to employees, including officers, as well as directors and consultants, within the limit defined in the Incentive Plan. The Incentive Plan includes an evergreen provision that provides for an annual increase in the number of shares of common stock available for issuance thereunder beginning on January 1, 2022 and ending on January 1, 2032, equal to 5% of the shares of the Company’s common stock outstanding on December 31, 2021 for the first year and by 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year for each year thereafter, or a lesser number of shares as determined by the Board of Directors.

Under the 2021 plan, RSU’s vest depending on their vesting schedule. Primarily for newly hired employees, these RSU’s vest 25% during the month following the recipient’s one year anniversary of their start date or from receiving the awards. The remaining amounts vest ratably over the next three years. The fair value of the RSU is equal to the fair value of the Company’s common stock on the date of grant.

As of December 31, 2021, 6,172,071 RSUs were granted to certain individuals under the 2021 Equity Incentive Plan.

A summary of stock option activity related to the Plans as of December 31, 2021 is as follows:


	Outstanding Stock Options			Weighted Average Exercise Price		Weighted Average Contractual Life (Years)		Aggregate Intrinsic Value
Balance at December 31, 2020		31,618,135		$	0.48		8.3	$	112,548
Granted		—			—
Exercised		(312,037	)		0.48
Forfeited		(1,026,950	)		0.65
Expired		(498,101	)		0.19
Repurchased		(542,615	)		0.17

Balance at December 31, 2021		29,238,432		$	0.48		7.4	$	127,345

Vested and expected to vest as of December 31, 2021		27,555,673		$	0.48		7.3	$	120,250

Vested and exercisable as of December 31, 2021		18,615,254		$	0.41		6.7	$	82,475

The aggregate intrinsic value is the difference between the current fair value of the underlying common stock and the exercise price for

in-the-money

stock options.

The following table summarizes the RSU award activity under the Plans:


	Shares			Weighted Average Grant date Fair Value per Share
Unvested at December 31, 2020		—			—
Granted		7,913,760		$	5.91
Forfeited		(30,413	)		7.60
Vested		(448,604	)		7.54

Unvested at December 31, 2021		7,434,743		$	5.80

The total fair value of RSUs that vested during the year ended December 31, 2021 was $3,014.

Stock-Based Compensation Expense

—The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 and 2020 (in thousands):


	Year ended December 31,
	2021		2020
Research and development	$	2,175	$	702
Sales and marketing		1,381		249
General and administrative		6,462		1,001

Total stock-based compensation	$	10,018	$	1,952

The weighted-average grant date fair value of options granted during the year ended December 31, 2021 and 2020 was $0 and $0.95 respectively.

As of December 31, 2021, the Company had $7,637 of unrecognized compensation expense for related stock option grants, including $3,376 related to the Brown Award. This cost is expected to be recognized over an estimated weighted average period of 2.12 years. The total unrecognized compensation expense for RSUs, net of estimated forfeitures, was $28,059 as of December 31, 2021 which is expected to be recognized over an estimated weighted average period of 3.45 years.

The Company estimates the fair value of its options on grant date using the Black-Scholes option-pricing model, which requires the input of subjective assumptions as discussed below, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. Each of these inputs are based on highly subjective assumptions and require significant judgment. For the year ended December 31, 2021, the Company granted no new options.

Expected Term

—The expected term of options granted to employees is based on the expected life of the stock options, giving consideration to the contractual terms and vesting schedules.

Expected Volatility

—Expected volatility was estimated based on the average historical volatility of comparable companies’ stock, as the Company does not have a sufficient trading history to determine historical volatility.

Risk-Free Interest Rate

—The risk-free interest rates are based on US Treasury yields in effect at the grant date for notes with comparable terms as the awards.

Dividend Yield

—The expected dividend-yield assumption is based on the Company’s current expectations about its anticipated dividend policy.

The weighted average assumptions used in the Black-Scholes option-pricing model for stock options for the year ended December 31, 2020, was as follows:


	December 31, 2020
Expected term (in years)		5.8
Risk-free interest rate		0.4	%
Expected volatility		45.6	%
Expected dividend yield		—	%

Revenue

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

16.

REVENUE

Sale of Prototypes

The Company recorded revenue for prototype sales of $1,004 and $365 in 2021 and 2020 respectively. These arrangements typically have one performance obligation which is satisfied at the point of delivery or shipment to the customer. The Company does not incur significant contract costs in fulfilling or obtaining their contracts with customers.

Collaboration and Development Agreements

In 2021 and 2020, the Company entered into collaborative research and development agreements with companies primarily in the auto, transportation and electronic display industry. Revenue from these arrangements is recognized when we satisfy performance obligations in the contract, which can result in recognition at either a point in time or over time. The Company assessed the number of performance obligations associated with the promises under each agreement, primarily the delivery of customized iDAR perception-related goods and services, and recognized $2,003 and $1,214 in revenue for performance obligations satisfied during 2021 and 2020 respectively, in the consolidated statements of operations and comprehensive loss. For Revenue with related parties, refer to Note 19.

Disaggregation of Revenue

The Company recognized the following revenues by geographic area based on the primary billing address of the customer and timing of transfer of goods or services to customers (point in time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above are as follows (in thousands):


	Year ended December 31,
	2021		2020
Revenue by primary geographical market:
United States	$	2,215	$	330
Germany		536		25
Other European countries		111		110
Asia		145		1,114

Total	$	3,007	$	1,579

Revenue by timing of recognition:
Recognized at a point in time	$	2,991	$	1,515
Recognized over time		16		64

Total	$	3,007	$	1,579

Contract Liabilities

Contract liabilities consisted of the following as of December 31, 2021 (in thousands):


	As of December 31, 2021
Contract liabilities, current	$	2,287
Contract liabilities, noncurrent		631

Total	$	2,918

Contract liabilities, noncurrent are included in other noncurrent liabilities on the consolidated balance sheet.

The following table shows the significant changes in contract liabilities balance as of December 31, 2021 and 2020 (in thousands):


	Year ended December 31,
	2021			2020
Beginning balance	$	660		$	950
Revenue recognized that was included in the contract liabilities beginning balance		(570	)		(450	)
Increase due to invoices issued on performance obligations not yet satisfied during the period		2,828			160

Ending balance	$	2,918		$	660

Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The contract liabilities balance represents the remaining performance obligations for contracts with an original duration of greater than one year.

The current contract liabilities balance of $2,287 at December 31, 2021 is expected to be recognized over the next 12 months.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=49130388

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

17.	INCOME TAXES

Prior to the Business Combination, AEye Technologies, and CF III filed separate standalone federal, state, and local income tax returns. As a result of the Business Combination, the Company will file a consolidated income tax return. For legal purposes, CF III acquired AEye Technologies, and the transaction represents a reverse acquisition for federal income tax purposes. CF III will be the parent of the consolidated group with AEye Technologies as a subsidiary, but in the year of the closing of the Business Combination, AEye Technologies will file a full-year tax return with CF III joining in the return the day after the Closing.

There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the years ended December 31, 2021 and 2020, the Company recognized no provision for income taxes. Utilization of net operating loss carryforwards, tax credits, and other attributes may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions.

The following table presents a reconciliation of the federal statutory rate of 21.0% to our effective tax rate for the periods presented:


	Year ended December 31,
	2021			2020
U.S. federal tax benefit at statutory rate		21.0	%		21.0	%
State income taxes, net of federal benefit		11.8	%		3.5	%
Non-deductible expenses and other		(0.3	)%		0.3	%
Stock-based compensation		(1.1	)%		(1.5	)%
Research and development credits		1.2	%		2.5	%
Transaction cost		3.9	%		—	%
Foreign rate differential		(3.1	)%		(4.3	)%
Change in valuation allowance, net		(33.4	)%		(21.5	)%

Effective tax rate		—	%		—	%

For 2021 and 2020, our effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net loss before income tax, primarily as the result of state income taxes, R&D credits and changes in our valuation allowance.

The Company did not have deferred tax liabilities as of December 31, 2021 and 2020. Significant components of the Company’s deferred tax assets are presented below:


	Year ended December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	41,856		$	17,011
Research and development credit carryforward		4,545			2,810
Stock-based compensation		1,040			51
Property and equipment		178			40
Other accruals		734			464

Gross deferred tax assets		48,353			20,376
Valuation allowance		(48,353	)		(20,376	)

Total deferred tax assets—net	$	—		$	—

tax-planning

strategies, and results of recent operations. The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its deferred tax assets. The valuation allowance as of December 31, 2021 was $48,353 which increased from $20,376 at December 31, 2020. The increase in the valuation allowance is primarily due to additional reserve required against net operating losses and research credits generated during the year ended December 31, 2021.

As of December 31, 2021, the Company had $156,584 and $104,555 of federal and state net operating losses available to reduce future taxable income, of which $110 will begin to expire in 2033 for federal tax purposes and $5,041 will begin to expire in 2029 for state tax purposes. Approximately $114,514 of federal net operating loss included above can be carried forward indefinitely.

As of December 31, 2020, the Company had $67,955 and $41,106 of federal and state net operating losses available to reduce future taxable income, which will begin to expire on 2033 for federal and 2035 for state tax purposes.

The Company also has federal and state research and development tax credit carryforwards of $3,373 and $2,854 as of December 31, 2021 and $2,299 and $2,043 as of December 31, 2020. The federal credits begin to expire in 2034 and the state credits have no expiration date.

The Company has completed a Section 382 study through December 31, 2020 to determine whether it had experienced a change in ownership and, if so, whether the tax attributes (NOL and credits) were impaired. As a result of this study, the Company concluded all of its NOLs and credits would be available to use as of December 31, 2020. However future change in ownership may limit the ability to use tax attributes under Section 382. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize NOL or other tax attributes, such as research tax credits, in any taxable year, may be limited if the Company has experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock within a specified testing period. Similar rules may apply under state tax laws.

Unrecognized Tax Benefits

—The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:


	Year ended December 31,
	2021		2020
Unrecognized tax benefits as of the beginning of the year	$	1,210	$	938
Increases (decreases) related to prior year tax provisions		40		(14	)
Increase related to current year tax provisions		431		286

Unrecognized tax benefits as of the end of the year	$	1,681	$	1,210

The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2021 there was no accrued interest nor penalties related to uncertain tax positions.

The Company reports income taxes in accordance with ASC 740, which requires an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized.

The Company has a history of operating losses and has incurred cumulative book losses since its formation. Based upon the history of losses, the Company has determined that it is more likely than not that the deferred tax assets will not be realized, and accordingly, a full valuation allowance has been recorded.

The Company files income tax returns in the U.S., various state jurisdictions, and foreign jurisdictions. The U.S., state and foreign jurisdictions have statutes of limitations that generally range from three to five years. Due to the Company’s net losses, substantially all of its federal, state and local income tax returns are subject to examination for federal and state purposes since inception. The Company is not currently under examination for federal or state income tax purposes.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitment and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

18.	COMMITMENTS AND CONTINGENCIES

The Company primarily leases offices, under noncancellable operating lease agreements that expire from 2022 to 2026. During 2019 the Company entered into a rental agreement for the Company’s headquarters in Dublin, California. Under the agreement the Company is provided an option to extend the

lease term one time for a period of

five year

s and the Company received leasehold improvement incentives of $3,845. Leasehold improvement incentives are amortized over the life of the lease.

The Company recognizes rent expense on a straight-line basis over the lease period. Rental expense is principally for leased office space and was $1,876 and $1,942 within operating expenses in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020, respectively. Deferred rent liabilities, including unamortized leasehold improvement incentives, were $3,637 and $4,175 as of December 31, 2021 and 2020 within the consolidated balance sheets.

Future minimum payments as of December 31, 2021 under the noncancellable operating leases are as follows (in thousands):


	Operating Leases
Years ended:
2022	$	2,393
2023		2,341
2024		2,412
2025		2,484
2026 and after		2,340

Total minimum lease payments	$	11,970

Contingencies

—The Company may be subject to legal proceedings and claims that arise in the ordinary course of business. Management is not currently aware of any matters that will have a material effect on the financial position, results of operations, or cash flows of the Company.

Related Parties

12 Months Ended

Dec. 31, 2021

Related Parties

19.	RELATED PARTIES

Revenue, accounts receivable, and contract liabilities for stockholders of the Company who were also related parties were as follows (in thousands)—these stockholders no longer qualified as related parties in 2021:


	Year ended December 31,
	2021		2020
Prototype sales:
Stockholder A	$	—	$	60
Development contracts:
Stockholder B	$	—	$	100
Stockholder C	$	—	$	1,050


	Year ended December 31,
	2021		2020
Accounts receivable:
Stockholder A	$	—	$	22


	Year ended December 31,
	2021		2020
Contract liabilities (current):
Stockholder B	$	—	$	65
Stockholder D	$	—	$	500

Since November 2016, the Company has employed a sibling of Mr. Dussan, the Company’s Chief Technology Officer, who held the position of Sr. Manager of Human Resources at December 31, 2021 and 2020. For the year ended December 31, 2021 and 2020, Mr. Dussan’s sibling received total cash compensation of $136 and $115, respectively. For the year ended December 31, 2021, Mr. Dussan’s sibling was granted 1,860 RSUs. In 2020 he was granted options to purchase 37,208 shares of common stock with an exercise price of $0.63 per share. In addition, he participates in all other benefits that the Company generally offers to all of its employees.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

20.	SUBSEQUENT EVENTS

Management has evaluated subsequent events through March 28, 2022 and determined that there were no such events requiring recognition or disclosure in the financial statements.

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principle of Consolidation

Reclassification of Prior Year Presentation

Use of Estimates

Segment Reporting

Cash, Cash Equivalents

Marketable securities have been classified as

available-for-sale

and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Unrealized gains and losses in fair value of the

available-for-sale

(“AFS”) debt securities are reported in other comprehensive

Restricted Cash

COVID-19,

The Company determines current or

non-current

classification of restricted cash based on the expected duration of the restriction.

Concentration of Credit Risk

For the years ended December 31, 2021 and 2020, revenue from the Company’s major customers representing 10% or more of total revenue was as follows:


	Year ended December 31,
	2021			2020
Customer A		*			66	%
Customer B		55	%		*

Customer accounted for less than 10% of total revenue in the period.

Fair Value of Financial Instruments

Derivatives

The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 815,

Derivatives and Hedging

Accounts Receivable, net

Deferred Transaction Costs

Property and Equipment, net

Impairment of Long-Lived Assets

Leases

The Company rents office space under long-term leases that are accounted for as operating leases following FASB ASC Topic 840,

Leases

Revenue Recognition and Cost of Revenue

The Company generates revenues from the sale of prototypes and from development arrangements with automakers and suppliers to automakers. Under FASB ASC Topic 606,

Revenue from Contracts with Customers

(“ASC 606”), the Company accounts for such arrangements as contracts with customers and accordingly recognizes revenue by applying the following steps:

•

Identification of the contract, or contracts, with a customer

•

Identification of the performance obligations in the contract

•

Determination of the transaction price

•

Allocation of the transaction price to the performance obligations in the contract

•

Recognition of revenue when, or as, the Company satisfies a performance obligation

See Note 16, Revenue, for additional information related to the application of ASC 606 to the Company’s primary revenue streams.

Arrangements with Multiple Performance Obligations

Collaboration and Development Agreements

The Company considers whether an arrangement qualifies as a collaborative arrangement under FASB ASC Topic 808,

Collaborative Arrangements

(“ASC 808”)

To qualify and present consideration as revenue within the scope of ASC 606, consideration exchanged in a collaborative arrangement must originate from a customer. The Company refers to ASU

2018-18,

Clarifying the Interaction between Topic 808 and Topic 606

, which clarifies when participants of a collaborative arrangement are within the scope of ASC 606 (and a customer relationship exists in the context of a unit of account).

non-ASC

606 elements are recognized together with revenue to be recognized under ASC 606, as appropriate.

Other Policies, Judgments and Practical Expedients

Contract assets and liabilities.

12-month

period is recorded within current liabilities and the remaining deferred revenue is recorded as noncurrent liabilities.

Right of return.

Significant financing component.

Contract modifications.

Judgments and estimates.

cost-to-cost

Cost of Revenue

Research and Development Expenses

Stock-Based Compensation

The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards based on estimated grant-date fair values. The Company uses the

Income Taxes

tax-planning

The Company records uncertain tax positions in accordance with FASB ASC Topic 740,

Income Taxes

(“ASC 740”) on the basis of a

two-step

more-likely-than-not

recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Net Loss per Share

if-converted

and treasury stock methods.

The Company calculates weighted average number of common shares outstanding during the period using the Company’s Class A common stock outstanding. As the merger has been accounted for as a reverse

capitalization, the consolidated financial statements of the merged entity reflects the continuation of the

pre-merger

Comprehensive Loss

Comprehensive loss includes all changes in equity (net assets) from

non-owner

sources during a period and net unrealized gains (losses) on

available-for-sale

debt securities.

Recently Accounting Pronouncements and Recently Adopted Accounting Guidance

In June 2016, the FASB issued ASU

2016-13,

Measurement of Credit Losses on Financial Instruments

, which has subsequently been amended by ASU

No. 2018-19,

ASU

No. 2019-04,

ASU

No. 2019-05,

ASU

No. 2019-10,

and ASU

No. 2019-11.

The objective of the guidance in ASU

2016-13

is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs. ASU

2016-13

requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses.

Available-for-sale

In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU)

No. 2016-02.

FASB ASC Topic 842,

Leases

right-of-use

In December 2019, the FASB issued ASU

2019-12,

Income Taxes

(Topic 740):

Simplifying the

Accounting for Income Taxes

2019-12

is effective for public business entities for fiscal years beginning after December 15, 2021. We have adopted ASU

2019-12

as of January 1, 2022, and our adoption did not have a material impact on the consolidated financial statements.

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Revenue from Major Customers Representing 10% or More of Total Revenue

For the years ended December 31, 2021 and 2020, revenue from the Company’s major customers representing 10% or more of total revenue was as follows:


	Year ended December 31,
	2021			2020
Customer A		*			66	%
Customer B		55	%		*

Customer accounted for less than 10% of total revenue in the period.

Recapitalization (Tables)

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the

consolidated statements of changes in stockholders’ deficit for period ended December 31, 2021 (in thousands, except share data):


Cash—CF III’s trust and cash (net of redemption)	$	36,811
Cash—Private offering		220,000
Less: transaction costs and advisory fees paid		(52,661	)

Net Business Combination and private offering	$	204,150

The number of shares of common stock issued immediately following the closing of the Business Combination were:


CF III Class A common stock, outstanding prior to Business Combination			23,000,000
Less: redemption of CF III Class A common stock			19,355,365

Class A common stock of CF III			3,644,635
CF III founder shares			5,750,000
CF III Private Placement shares			500,000
CF III Shares issued in PIPE			22,000,000

Business Combination and PIPE shares			31,894,635
Legacy AEye shares			122,509,667

August 16, 2021			154,404,302

The number of Legacy AEye shares was determined as follows:


	AEye shares			AEye shares, effected for Exchange Ratio
Balance at December 31, 2019		11,283,838			41,984,908
Recapitalization applied to Redeemable Convertible preferred stock outstanding at December 31, 2019		16,383,725			60,960,574
Exercise of common stock options—2020		504,524			1,877,233
Repurchase of common stock—2020		(950,352	)		(3,536,070	)
Exercise of common stock options—2021 (pre-Closing)		54,859			204,119
Conversion of Convertible Notes and Accrued Interest—2021		5,584,308			20,778,097
Exercise of common stock and Series A preferred stock warrants—2021		64,719			240,806

Total					122,509,667

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s financial assets and liabilities measured at fair value on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):


	Fair Value (in thousands) Measured as of December 31, 2021 Using:
	Adjusted Cost		Unrealized losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
Assets
Level 1
Money market funds	$	4,863	$	—		$	4,863	$	4,863	$	—
Level 2
Asset-backed securities	$	26,491	$	(68	)	$	26,423	$	—	$	26,423
Corporate bonds		48,643		(150	)		48,493		—		48,493
Commercial paper		45,145		—			45,145		—		45,145
U.S. Government securities		29,936		(173	)		29,763		—		29,763

Total financial assets	$	155,078	$	(391	)	$	154,687	$	4,863	$	149,824

Liabilities
Level 2
Private placement warrant liability	$	—	$	—		$	155	$	—	$	—

Total financial liabilities	$	—	$	—		$	155	$	—	$	—

Liabilities
Level 3
Common stock and series A preferred stock warrant liability	$	—	$	—		$	93	$	—	$	—
Embedded derivative liability		—		—			17		—		—

Total financial liabilities	$	—	$	—		$	110	$	—	$	—

Summary of the Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in fair value of the Company’s Level 3 financial instruments for the year ended December 31, 2021 (in thousands):


	Embedded Derivative			Common Stock and Series A Preferred Stock Warrant Liability			Total
Balance at December 31, 2020	$	17		$	93		$	110
(Gain) loss in fair value included in other income (expense, net)		(17	)		(93	)		(110	)

Balance at December 31, 2021	$	—		$	—		$	—


	Embedded Derivative			Common Stock and Series A Preferred Stock Warrant Liability		Total
Balance at December 31, 2019	$	—		$	—	$	—
Initial fair value of embedded derivative		1,520			—		1,520
(Gain)/loss in fair value included in other income (expense, net)		(1,503	)		93		(1,410	)

Balance at December 31, 2020	$	17		$	93	$	110

Key Inputs into the Black-Sholes Option Pricing Model

The key inputs into the Black-Scholes option-pricing model for the common stock and series A preferred stock warrant liability valued at December 31, 2020 are as follows:


	December 31, 2020
Expected term (years)		5.8
Expected volatility		45.6	%
Risk-free interest rate		0.4	%
Dividend yield		—	%
Exercise price	$	15.03

Cash, Cash Equivalents, and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

Cash, cash equivalents (which consists entirely of money market funds) and restricted cash as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	14,183	$	15,275
Restricted cash		2,150		1,223

Total cash, cash equivalents, and restricted cash	$	16,333	$	16,498

Schedule of Restricted Cash

Cash, cash equivalents (which consists entirely of money market funds) and restricted cash as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	14,183	$	15,275
Restricted cash		2,150		1,223

Total cash, cash equivalents, and restricted cash	$	16,333	$	16,498

Inventories (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory, Net of Write-Downs

Inventory, net of write-downs, as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Raw materials	$	1,544	$	1,123
Work in-process		2,447		1,337
Finished goods		94		195

Total inventory, net	$	4,085	$	2,655

Prepaid and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid and Other Current Assets

Prepaid and other current assets as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Prepaid expenses	$	3,980	$	549
Demonstration units		224		—
Other		847		847

Total prepaid and other current assets	$	5,051	$	1,396

Other Noncurrent Assets (Tables)

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Noncurrent Assets

Other noncurrent assets as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Deferred financing costs	$	—	$	288
Security deposits		133		27
Long-term prepaid expenses		1,376		—

Total other noncurrent assets	$	1,509	$	315

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2021 and 2020 were as follows (in thousands):


	As of December 31,
	2021		2020
Accrued payroll	$	957	$	741
Accrued bonuses		3,408		—
Accrued payroll taxes		1,547		273
Accrued interest		—		391
Accrued purchases and other		1,947		1,406
Warranty reserve		275		—
Deferred rent—current		605		545

Accrued expenses and other current liabilities	$	8,739	$	3,356

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net as of December 31, 2021 and 2020 consists of the following (in thousands):


	As of December 31,
	2021			2020
Machinery and equipment	$	1,444		$	625
Computers, software and related equipment		268			218
Office furniture and equipment		341			338
Vehicles		342			165
Leasehold improvements		4,725			4,709
Construction in progress		213			—

Total property and equipment		7,333			6,055
Less accumulated depreciation and amortization		(2,204	)		(1,190	)

Property and equipment, net	$	5,129		$	4,865

Borrowings (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Borrowings

As of December 31, 2021, there were no borrowings outstanding. As of December 31, 2020, the Company’s borrowings consisted of the following (in thousands):


	December 31, 2020
Silicon Valley Bank credit facility	$	3,333
Payroll Protection Program (PPP) Loan		2,270
Unamortized debt issuance costs—SVB financing and credit facility		(26	)

Total borrowings, net of debt issuance costs	$	5,577

Borrowings—net of debt issuance costs, current	$	2,693
Borrowings—net of debt issuance costs, noncurrent		2,884

Total borrowings, net of debt issuance costs	$	5,577

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Convertible Debt


	December 31, 2020
Convertible notes—face value	$	29,990
Unamortized debt issuance costs		(175	)
Unamortized debt discount		(753	)
Embedded derivative liability		17

Convertible notes—current	$	29,079

Interest Expense and Other (Tables)

12 Months Ended

Dec. 31, 2021

Other Income and Expenses [Abstract]

Schedule of Interest Expense and Other

Interest expense and other for the years ended December 31, 2021 and 2020 consisted of the following (in thousands):


	Year ended December 31,
	2021		2020
Interest on term loan debt	$	630	$	200
Interest on PPP loan		11		16
Interest on convertible note		700		359
Amortization of debt issuance costs		725		97
Amortization of debt discount		752		830
Amortization of premiums on marketable securities, net		456		—
Common stock purchase agreement costs		1,583		—

Interest expense and other	$	4,857	$	1,502

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule Of Outstanding Shares Of Preferred Stock Were Cancelled and Exchanged


	August 16, 2021 (Closing)
	Preferred stock shares		Exchange ratio		Common stock shares
Series A Convertible preferred stock (pre-combination)		9,226,734		3.7208		34,330,838
Series B Convertible preferred stock (pre-combination)		7,156,991		3.7208		26,629,736

Total		16,383,725				60,960,574

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss per Share

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


	Year ended December 31,
	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(65,011	)	$	(26,551	)
Denominator:
Weighted average common shares outstanding—Basic		109,055,894			102,803,202
Dilutive effect of potential common shares		—			—

Weighted average common shares outstanding—Diluted		109,055,894			102,803,202

Net loss per share attributable to common stockholders—Basic and Diluted	$	(0.60	)	$	(0.26	)

Schedule of Antidilutive Common Share Equivalents

The following table sets forth the anti-dilutive common share equivalents for the periods listed:


	Year ended December 31,
	2021		2020
Warrants		7,833,332		256,605
Common stock options issued and outstanding		29,238,432		31,618,135
Unvested restricted stock units		7,434,743		—
Conversion of convertible notes		—		16,317,560

Total		44,506,507		48,192,300

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of Stock Option Activity

A summary of stock option activity related to the Plans as of December 31, 2021 is as follows:


	Outstanding Stock Options			Weighted Average Exercise Price		Weighted Average Contractual Life (Years)		Aggregate Intrinsic Value
Balance at December 31, 2020		31,618,135		$	0.48		8.3	$	112,548
Granted		—			—
Exercised		(312,037	)		0.48
Forfeited		(1,026,950	)		0.65
Expired		(498,101	)		0.19
Repurchased		(542,615	)		0.17

Balance at December 31, 2021		29,238,432		$	0.48		7.4	$	127,345

Vested and expected to vest as of December 31, 2021		27,555,673		$	0.48		7.3	$	120,250

Vested and exercisable as of December 31, 2021		18,615,254		$	0.41		6.7	$	82,475

Summary of RSU Activity

The following table summarizes the RSU award activity under the Plans:


	Shares			Weighted Average Grant date Fair Value per Share
Unvested at December 31, 2020		—			—
Granted		7,913,760		$	5.91
Forfeited		(30,413	)		7.60
Vested		(448,604	)		7.54

Unvested at December 31, 2021		7,434,743		$	5.80

Summary of Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 and 2020 (in thousands):


	Year ended December 31,
	2021		2020
Research and development	$	2,175	$	702
Sales and marketing		1,381		249
General and administrative		6,462		1,001

Total stock-based compensation	$	10,018	$	1,952

Schedule of Weighted Average Assumptions Used in the Black-Scholes Option-pricing Model for Stock Options

The weighted average assumptions used in the Black-Scholes option-pricing model for stock options for the year ended December 31, 2020, was as follows:


	December 31, 2020
Expected term (in years)		5.8
Risk-free interest rate		0.4	%
Expected volatility		45.6	%
Expected dividend yield		—	%

Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

Total revenue based on the disaggregation criteria described above are as follows (in thousands):


	Year ended December 31,
	2021		2020
Revenue by primary geographical market:
United States	$	2,215	$	330
Germany		536		25
Other European countries		111		110
Asia		145		1,114

Total	$	3,007	$	1,579

Revenue by timing of recognition:
Recognized at a point in time	$	2,991	$	1,515
Recognized over time		16		64

Total	$	3,007	$	1,579

Schedule of Contract Liabilities

Contract liabilities consisted of the following as of December 31, 2021 (in thousands):


	As of December 31, 2021
Contract liabilities, current	$	2,287
Contract liabilities, noncurrent		631

Total	$	2,918

The following table shows the significant changes in contract liabilities balance as of December 31, 2021 and 2020 (in thousands):


	Year ended December 31,
	2021			2020
Beginning balance	$	660		$	950
Revenue recognized that was included in the contract liabilities beginning balance		(570	)		(450	)
Increase due to invoices issued on performance obligations not yet satisfied during the period		2,828			160

Ending balance	$	2,918		$	660

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Reconciliation of Federal Statutory Rate to Effective Tax Rate

The following table presents a reconciliation of the federal statutory rate of 21.0% to our effective tax rate for the periods presented:


	Year ended December 31,
	2021			2020
U.S. federal tax benefit at statutory rate		21.0	%		21.0	%
State income taxes, net of federal benefit		11.8	%		3.5	%
Non-deductible expenses and other		(0.3	)%		0.3	%
Stock-based compensation		(1.1	)%		(1.5	)%
Research and development credits		1.2	%		2.5	%
Transaction cost		3.9	%		—	%
Foreign rate differential		(3.1	)%		(4.3	)%
Change in valuation allowance, net		(33.4	)%		(21.5	)%

Effective tax rate		—	%		—	%

Schedule of Deferred Tax Assets

The Company did not have deferred tax liabilities as of December 31, 2021 and 2020. Significant components of the Company’s deferred tax assets are presented below:


	Year ended December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	41,856		$	17,011
Research and development credit carryforward		4,545			2,810
Stock-based compensation		1,040			51
Property and equipment		178			40
Other accruals		734			464

Gross deferred tax assets		48,353			20,376
Valuation allowance		(48,353	)		(20,376	)

Total deferred tax assets—net	$	—		$	—

Reconciliation of Unrecognized Tax Benefits

Unrecognized Tax Benefits

—The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:


	Year ended December 31,
	2021		2020
Unrecognized tax benefits as of the beginning of the year	$	1,210	$	938
Increases (decreases) related to prior year tax provisions		40		(14	)
Increase related to current year tax provisions		431		286

Unrecognized tax benefits as of the end of the year	$	1,681	$	1,210

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments Under Noncancellable Operating Leases

Future minimum payments as of December 31, 2021 under the noncancellable operating leases are as follows (in thousands):


	Operating Leases
Years ended:
2022	$	2,393
2023		2,341
2024		2,412
2025		2,484
2026 and after		2,340

Total minimum lease payments	$	11,970

Related Parties (Tables)

12 Months Ended

Dec. 31, 2021


	Year ended December 31,
	2021		2020
Prototype sales:
Stockholder A	$	—	$	60
Development contracts:
Stockholder B	$	—	$	100
Stockholder C	$	—	$	1,050


	Year ended December 31,
	2021		2020
Accounts receivable:
Stockholder A	$	—	$	22


	Year ended December 31,
	2021		2020
Contract liabilities (current):
Stockholder B	$	—	$	65
Stockholder D	$	—	$	500

Organization and Summary of Significant Accounting Policies - Narrative (Details)	1 Months Ended	8 Months Ended	12 Months Ended
	Jan. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Organization and Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents and marketable securities			$ 164,007,000
Number of reportable segments \| segment			1
Restricted cash		$ 1,223,000	$ 2,150,000	$ 1,223,000
Rental payments		928,000
Available letter of credit		1,223,000		1,223,000
Allowance for doubtful accounts		0		0
Accounts receivable write-offs			0	0
Inventory allowance		298,000	1,122,000	298,000
Impairment charges			$ 0	0
Term of standard product warranties			1 year
Contract assets			$ 0
Interest and penalties recorded related to unrecognized tax benefits		$ 0	$ 0	$ 0
Minimum
Organization and Summary of Significant Accounting Policies [Line Items]
Useful life of property and equipment			3 years
Minimum \| Cumulative Effect, Period of Adoption, Adjustment \| Pro Forma
Organization and Summary of Significant Accounting Policies [Line Items]
ROU assets			$ 16,050,000
Maximum
Organization and Summary of Significant Accounting Policies [Line Items]
Useful life of property and equipment			7 years
Maximum \| Cumulative Effect, Period of Adoption, Adjustment \| Pro Forma
Organization and Summary of Significant Accounting Policies [Line Items]
Operating liabilities			$ 19,692,000
Accounts Receivable \| Customer Concentration Risk \| Customer One
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage (more than)			10.00%	10.00%
Accounts Receivable \| Customer Concentration Risk \| Customer Three
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage (more than)				10.00%
Accounts Receivable \| Customer Concentration Risk \| Customer Four
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage (more than)				10.00%
Accounts Payable \| Supplier Concentration Risk \| Vendor One
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage (more than)			10.00%	10.00%
Accounts Payable \| Supplier Concentration Risk \| Vendor Two
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage (more than)			10.00%	10.00%
Accounts Payable \| Supplier Concentration Risk \| Vendor Three
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage (more than)				10.00%
Letter of Credit
Organization and Summary of Significant Accounting Policies [Line Items]
Maximum capacity			$ 2,150,000
Replenishment of letter of credit	$ 928,000

Organization and Summary of Significant Accounting Policies - Schedule of Revenue from Major Customers Representing 10% or More of Total Revenue (Details) - Revenue - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Customer A
Concentration Risk [Line Items]
Concentration risk percentage		66.00%
Customer B
Concentration Risk [Line Items]
Concentration risk percentage	55.00%

Recapitalization - Narrative (Details)				7 Months Ended	12 Months Ended
Recapitalization - Narrative (Details)	Aug. 16, 2021 USD ($) $ / shares shares	Aug. 15, 2021 $ / shares shares	Aug. 12, 2021 USD ($) $ / shares shares	Aug. 15, 2021 $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 shares
Schedule Of Reverse Recapitalization [Line Items]
Common stock and preferred stock — shares authorized (in shares)	301,000,000
Common stock — shares authorized (in shares)	300,000,000				300,000,000	300,000,000
Common stock — par value (in dollars per share) \| $ / shares	$ 0.0001				$ 0.0001	$ 0.0001
Preferred stock — shares authorized (in shares)	1,000,000				1,000,000	1,000,000
Preferred stock — par value (in dollars per share) \| $ / shares	$ 0.0001				$ 0.0001	$ 0.0001
Exchange ratio	3.7208
Convertible preferred stock conversion ratio		1		1
Warrant exercise price (in dollars per share) \| $ / shares	$ 11.50				$ 11.50
Common stock conversion ratio		1		1
Warrant period exercisable	30 days
Warrant expiration period	5 years
Transaction costs recorded to additional paid-in capital \| $	$ 52,661,000
Transaction costs expensed \| $	2,198,000
Gross proceeds from Business Combination \| $	$ 256,811,000
PIPE Subscription, All Investors
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	22,000,000
Purchase price (in dollars per share) \| $ / shares	$ 10.00
Aggregate purchase price \| $	$ 220,000,000
PIPE Subscription, Defaulted Investor
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares)	500,000
Purchase price (in dollars per share) \| $ / shares	$ 10.00
Aggregate purchase price \| $	$ 5,000,000
AEye Technologies \| Common Stock Warrants
Schedule Of Reverse Recapitalization [Line Items]
Outstanding warrants exercised (in shares)		61,612		61,612
Net settlement of common stock and Series A preferred stock warrants (in shares)		57,770
Warrant exercise price (in dollars per share) \| $ / shares		$ 37.21		$ 37.21
AEye Technologies \| Series A Preferred Warrants
Schedule Of Reverse Recapitalization [Line Items]
Outstanding warrants exercised (in shares)		7,353		7,353
Net settlement of common stock and Series A preferred stock warrants (in shares)		6,949
Warrant exercise price (in dollars per share) \| $ / shares		$ 37.21		$ 37.21
CF III
Schedule Of Reverse Recapitalization [Line Items]
Redemption of shares (in shares)			19,355,365
Value of redemption of shares \| $			$ 195,498,000
Redemption price per share (in dollars per share) \| $ / shares			$ 10.10
Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Conversion of Convertible Notes and Accrued Interest (in shares)	20,778,097			20,778,097	20,778,097
Shares outstanding (in shares)					155,137,237	101,286,645	102,945,482
Net settlement of common stock and Series A preferred stock warrants (in shares)				240,806	240,806
Redemption of shares (in shares)						3,536,070
Common Stock \| Retroactive application of recapitalization
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)						90,448,635	91,661,644
Common Stock \| AEye Technologies
Schedule Of Reverse Recapitalization [Line Items]
Conversion of Convertible Notes and Accrued Interest (in shares)		5,584,308		5,584,308
Shares outstanding (in shares)							11,283,838
Net settlement of common stock and Series A preferred stock warrants (in shares)				64,719
Redemption of shares (in shares)						950,352
Preferred Stock
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)					0	0	0
Preferred Stock \| Retroactive application of recapitalization
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)						(16,383,725)	(16,383,725)
Preferred Stock \| AEye Technologies
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)							16,383,725
Preferred Stock \| AEye Technologies \| Retroactive application of recapitalization
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)		16,383,725		16,383,725

Recapitalization - Reconciliation of Elements of the Business Combination to the Financial Statements (Details) $ in Thousands	Aug. 16, 2021 USD ($)
Reverse Recapitalization [Abstract]
Cash - CF III's trust and cash (net of redemption)	$ 36,811
Cash - Private offering	220,000
Less: transaction costs and advisory fees paid	(52,661)
Net Business Combination and private offering	$ 204,150

Recapitalization - Shares Issued Immediately Following the Consummation of the Business Combination (Details) - shares	Aug. 16, 2021	Aug. 12, 2021	Dec. 31, 2021	Aug. 15, 2021	Dec. 31, 2020
Schedule Of Reverse Recapitalization [Line Items]
Class A common stock, outstanding (in shares)	154,404,302		155,137,237		101,286,645
Legacy AEye shares (in shares)	122,509,667
CF III
Schedule Of Reverse Recapitalization [Line Items]
Class A common stock, outstanding (in shares)				23,000,000
Less: redemption of CF III Class A common stock (in shares)		19,355,365
AEye Technologies
Schedule Of Reverse Recapitalization [Line Items]
Business Combination and PIPE shares (in shares)	31,894,635
Legacy AEye shares (in shares)	122,509,667
AEye Technologies \| Common Shareholders
Schedule Of Reverse Recapitalization [Line Items]
Business Combination and PIPE shares (in shares)	3,644,635
AEye Technologies \| Founder shares
Schedule Of Reverse Recapitalization [Line Items]
Business Combination and PIPE shares (in shares)	5,750,000
AEye Technologies \| Private Placement
Schedule Of Reverse Recapitalization [Line Items]
Business Combination and PIPE shares (in shares)	500,000
AEye Technologies \| Shares issued in PIPE
Schedule Of Reverse Recapitalization [Line Items]
Business Combination and PIPE shares (in shares)	22,000,000

Recapitalization - Calculation of Legacy AEye Shares (Details) - shares			7 Months Ended	12 Months Ended
	Aug. 16, 2021	Aug. 15, 2021	Aug. 15, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Reverse Recapitalization [Line Items]
Exercise of common stock options (in shares)				312,037
Legacy AEye shares (in shares)	122,509,667
AEye Technologies
Schedule Of Reverse Recapitalization [Line Items]
Legacy AEye shares (in shares)	122,509,667
Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)				155,137,237	101,286,645	102,945,482
Exercise of common stock options (in shares)			204,119	312,037	1,877,233
Repurchase of common stock (in shares)					(3,536,070)
Conversion of Convertible Notes and Accrued Interest (in shares)	20,778,097		20,778,097	20,778,097
Exercise of common stock and Series A preferred stock warrants (in shares)			240,806	240,806
Common Stock \| Reverse Recapitalization, Converted Shares
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)						41,984,908
Common Stock \| AEye Technologies
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)						11,283,838
Exercise of common stock options (in shares)			54,859		504,524
Repurchase of common stock (in shares)					(950,352)
Conversion of Convertible Notes and Accrued Interest (in shares)		5,584,308	5,584,308
Exercise of common stock and Series A preferred stock warrants (in shares)			64,719
Preferred Stock
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)				0	0	0
Preferred Stock \| Reverse Recapitalization, Converted Shares
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)						60,960,574
Preferred Stock \| AEye Technologies
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)						16,383,725

Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents, adjusted cost	$ 14,183	$ 15,275
Recurring
Assets
Cash and cash equivalents and marketable securities, adjusted cost	155,078
Marketable securities, unrealized losses	(391)
Total financial assets, fair value	154,687
Recurring \| Cash and Cash Equivalent
Assets
Total financial assets, fair value	4,863
Recurring \| Marketable Securities
Assets
Total financial assets, fair value	149,824
Recurring \| Level 1 \| Money Market Funds
Assets
Cash and cash equivalents, adjusted cost	4,863
Cash and cash equivalents, fair value	4,863
Recurring \| Level 1 \| Money Market Funds \| Cash and Cash Equivalent
Assets
Cash and cash equivalents, fair value	4,863
Recurring \| Level 2
Liabilities
Total financial liabilities	155
Recurring \| Level 2 \| Private Placement Warrants
Liabilities
Warrant liability	155
Recurring \| Level 2 \| Asset-backed securities
Assets
Marketable securities, adjusted cost	26,491
Marketable securities, unrealized losses	(68)
Marketable securities, fair value	26,423
Recurring \| Level 2 \| Asset-backed securities \| Marketable Securities
Assets
Marketable securities, fair value	26,423
Recurring \| Level 2 \| Corporate bonds
Assets
Marketable securities, adjusted cost	48,643
Marketable securities, unrealized losses	(150)
Marketable securities, fair value	48,493
Recurring \| Level 2 \| Corporate bonds \| Marketable Securities
Assets
Marketable securities, fair value	48,493
Recurring \| Level 2 \| Commercial paper
Assets
Marketable securities, adjusted cost	45,145
Marketable securities, fair value	45,145
Recurring \| Level 2 \| Commercial paper \| Marketable Securities
Assets
Marketable securities, fair value	45,145
Recurring \| Level 2 \| U.S. Government securities
Assets
Marketable securities, adjusted cost	29,936
Marketable securities, unrealized losses	(173)
Marketable securities, fair value	29,763
Recurring \| Level 2 \| U.S. Government securities \| Marketable Securities
Assets
Marketable securities, fair value	29,763
Recurring \| Level 3
Liabilities
Embedded derivative liability	17
Total financial liabilities	110
Recurring \| Level 3 \| Common Stock and Series A Preferred Stock Warrants
Liabilities
Warrant liability	$ 93

Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 110	$ 0
Initial fair value of embedded derivative		1,520
(Gain) loss in fair value included in other income (expense, net)	(110)	(1,410)
Ending balance	0	110
Derivative Liability \| Embedded Derivative
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	17	0
Initial fair value of embedded derivative		1,520
(Gain) loss in fair value included in other income (expense, net)	(17)	(1,503)
Ending balance	0	17
Warrant Liability \| Common Stock and Series A Preferred Stock Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	93	0
Initial fair value of embedded derivative		0
(Gain) loss in fair value included in other income (expense, net)	(93)	93
Ending balance	$ 0	$ 93

Fair Value Measurements - Key Inputs into the Black-Scholes Option Pricing Model (Details) - Recurring - Level 3 - Black-Scholes Option Pricing Model - Common Stock and Series A Preferred Stock Warrants	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	5 years 9 months 18 days
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Key inputs	45,600
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Key inputs	400
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Key inputs	0
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Key inputs	15.03

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 14,183	$ 15,275
Restricted cash	2,150	1,223
Total cash, cash equivalents, and restricted cash	$ 16,333	$ 16,498	$ 8,205

Inventories - Components of Inventory, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 1,544	$ 1,123
Work in-process	2,447	1,337
Finished goods	94	195
Inventories, net	$ 4,085	$ 2,655

Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 3,980	$ 549
Demonstration units	224	0
Other	847	847
Prepaid and other current assets	$ 5,051	$ 1,396

Other Noncurrent Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deferred financing costs	$ 0	$ 288
Security deposits	133	27
Long-term prepaid expenses	1,376	0
Total other noncurrent assets	$ 1,509	$ 315

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued payroll	$ 957	$ 741
Accrued bonuses	3,408	0
Accrued payroll taxes	1,547	273
Accrued interest	0	391
Accrued purchases and other	1,947	1,406
Warranty reserve	275	0
Deferred rent - current	605	545
Accrued expenses and other current liabilities	$ 8,739	$ 3,356

Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 7,333	$ 6,055
Less accumulated depreciation and amortization	(2,204)	(1,190)
Property and equipment, net	5,129	4,865
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	1,444	625
Computers, software and related equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	268	218
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	341	338
Vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment	342	165
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	4,725	4,709
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 213	$ 0

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 1,014	$ 922

Borrowings - Narrative (Details) - USD ($) $ in Thousands								12 Months Ended
Borrowings - Narrative (Details) - USD ($) $ in Thousands	Sep. 07, 2021	Aug. 20, 2021	Jun. 19, 2021	May 13, 2021	Mar. 18, 2021	Apr. 20, 2020	Aug. 16, 2019	Dec. 31, 2021	Dec. 31, 2020
Line of Credit Facility [Line Items]
Gain on PPP loan forgiveness								$ 2,297	$ 0
Borrowing amount outstanding								$ 0	$ 5,577
Silicon Valley Bank credit facility \| Secured Debt
Line of Credit Facility [Line Items]
Loan amount							$ 4,000
Principal payment extension term						6 months
Principal payments on bank loans	$ 2,333
Silicon Valley Bank credit facility \| Secured Debt \| Interest Rate Option Two
Line of Credit Facility [Line Items]
Interest rate							5.50%
Silicon Valley Bank credit facility \| Secured Debt \| Prime Rate \| Interest Rate Option One
Line of Credit Facility [Line Items]
Basis spread on variable rate							0.75%
Paycheck Protection Program (PPP) Loan \| Loans Payable \| Principal
Line of Credit Facility [Line Items]
Gain on PPP loan forgiveness			$ 2,270
Paycheck Protection Program (PPP) Loan \| Loans Payable \| Interest
Line of Credit Facility [Line Items]
Gain on PPP loan forgiveness			$ 27
Financing Facility \| Silicon Valley Bank Financing Facility
Line of Credit Facility [Line Items]
Maximum capacity					$ 10,000
Interest rate					8.00%
Repayments for financing facility, including interest		$ 10,540
Financing Facility \| Silicon Valley Bank Financing Facility, First Advance
Line of Credit Facility [Line Items]
Maximum capacity					$ 4,000
Amount drawn					4,000
Financing Facility \| Silicon Valley Bank Financing Facility, Second Advance
Line of Credit Facility [Line Items]
Maximum capacity					$ 6,000
Amount drawn				$ 6,000

Borrowings - Summary of Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ (26)
Total borrowings, net of debt issuance costs	$ 0	5,577
Borrowings—net of debt issuance costs, noncurrent	0	2,693
Borrowings—net of debt issuance costs, noncurrent	$ 0	2,884
Secured Debt \| Silicon Valley Bank credit facility
Debt Instrument [Line Items]
Long-term debt, gross		3,333
Loans Payable \| Paycheck Protection Program (PPP) Loan
Debt Instrument [Line Items]
Long-term debt, gross		$ 2,270

Convertible Notes - Narrative (Details) - USD ($)		7 Months Ended	12 Months Ended
Convertible Notes - Narrative (Details) - USD ($)	Aug. 16, 2021	Aug. 15, 2021	Dec. 31, 2021	Dec. 31, 2020	Feb. 26, 2020
Debt Instrument [Line Items]
Convertible notes			$ 0	$ 29,079,000
Common Stock
Debt Instrument [Line Items]
Conversion of Convertible Notes and Accrued Interest (in shares)	20,778,097	20,778,097	20,778,097
2020 Notes \| Convertible Notes
Debt Instrument [Line Items]
Maximum amount of convertible equity instruments issuable				$ 40,000,000
Dividend rate				3.00%
Proceeds from the issuance of convertible notes			$ 8,045,000	$ 30,000,000
Debt conversion multiplier percentage				90.00%
Equity fair value used to determine conversion				$ 250,000,000
Convertible notes			0	29,079,000
Embedded derivative liability			$ 0	$ 17,000	$ 1,520,000

Convertible Notes - Summary of Convertible Notes (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Feb. 26, 2020
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ (26,000)
Convertible notes - current	$ 0	29,079,000
2020 Notes \| Convertible Notes
Debt Instrument [Line Items]
Convertible notes - face value		29,990,000
Unamortized debt issuance costs		(175,000)
Unamortized debt discount		(753,000)
Embedded derivative liability	0	17,000	$ 1,520,000
Convertible notes - current	$ 0	$ 29,079,000

Interest Expense and Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 725	$ 97
Amortization of debt discount	752	830
Amortization of premiums on marketable securities, net	456	0
Common stock purchase agreement costs	1,583	0
Interest expense and other	4,857	1,502
2020 Notes \| Convertible Notes
Debt Instrument [Line Items]
Interest	700	359
Secured Debt \| Silicon Valley Bank credit facility
Debt Instrument [Line Items]
Interest	630	200
Loans Payable \| Paycheck Protection Program (PPP) Loan
Debt Instrument [Line Items]
Interest	$ 11	$ 16

Stockholders' Equity - Narrative (Details)			12 Months Ended
Stockholders' Equity - Narrative (Details)	Dec. 31, 2021 vote $ / shares shares	Dec. 08, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) vote $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Aug. 16, 2021 $ / shares shares	Aug. 15, 2021 shares
Class of Warrant or Right [Line Items]
Common stock — shares authorized (in shares)	300,000,000		300,000,000	300,000,000	300,000,000
Common stock — par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock — shares authorized (in shares)	1,000,000		1,000,000	1,000,000	1,000,000
Preferred stock — par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Common stock — shares issued (in shares)	155,137,237		155,137,237	101,286,645
Common stock — shares outstanding (in shares)	155,137,237		155,137,237	101,286,645	154,404,302
Preferred stock — shares issued (in shares)	0		0	0
Preferred stock — shares outstanding (in shares)	0		0	0		16,383,725
Number of votes \| vote	1		1
Exchange ratio					3.7208
Number of shares of common stock entitled to purchase for each warrant (in shares)	1		1
Warrant exercise price (in dollars per share) \| $ / shares	$ 11.50		$ 11.50		$ 11.50
Common stock purchase agreement costs \| $			$ 1,583,000	$ 0
Tumin Stone Capital
Class of Warrant or Right [Line Items]
Commitment shares for Common Stock Purchase Agreement (in shares)		302,634
Common stock purchase agreement costs \| $			$ 1,583,000
Derivative asset \| $		$ 0
Tumin Stone Capital \| Private Placement
Class of Warrant or Right [Line Items]
Maximum common stock value \| $		$ 125,000,000
Exchange cap, percentage of shares of common stock outstanding immediately prior to execution of the agreement		19.99%
Exchange cap exception, minimum price per share (in dollars per share) \| $ / shares		$ 4.9485
Term of agreement		36 months
Maximum percentage ownership after the transaction		9.99%
Price per share multiplier		0.9615
Maximum number of shares issued per day calculation, amount divided by closing sale price \| $		$ 20,000,000
Maximum number of shares issued per day calculation, average daily common stock trading volume multiplier		0.15
Maximum number of shares issued per day calculation, average daily common stock trading volume, trading days preceding sale date		3 days
Shares issued in transaction (in shares)	0
Private Warrants
Class of Warrant or Right [Line Items]
Outstanding warrants (in shares)	166,666		166,666
Public Warrants
Class of Warrant or Right [Line Items]
Outstanding warrants (in shares)	7,666,666		7,666,666

Stockholders' Equity - Outstanding Preferred Shares Converted (Details)	Dec. 31, 2021 shares	Aug. 16, 2021 shares	Aug. 15, 2021 shares	Dec. 31, 2020 shares
Conversion of Stock [Line Items]
Preferred stock — shares outstanding (in shares)	0		16,383,725	0
Exchange ratio		3.7208
Common stock — shares outstanding (in shares)	155,137,237	154,404,302		101,286,645
Reverse Recapitalization, Converted Shares
Conversion of Stock [Line Items]
Common stock — shares outstanding (in shares)		60,960,574
Series A Convertible Preferred Stock
Conversion of Stock [Line Items]
Preferred stock — shares outstanding (in shares)			9,226,734
Series A Convertible Preferred Stock \| Reverse Recapitalization, Converted Shares
Conversion of Stock [Line Items]
Common stock — shares outstanding (in shares)		34,330,838
Series B Convertible Preferred Stock
Conversion of Stock [Line Items]
Preferred stock — shares outstanding (in shares)			7,156,991
Series B Convertible Preferred Stock \| Reverse Recapitalization, Converted Shares
Conversion of Stock [Line Items]
Common stock — shares outstanding (in shares)		26,629,736

Net Loss per Share - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss attributable to common stockholders	$ (65,011)	$ (26,551)
Denominator:
Weighted average common shares outstanding - Basic (in shares)	109,055,894	102,803,202
Dilutive effect of potential common shares (in shares)	0	0
Weighted average common shares outstanding - Diluted (in shares)	109,055,894	102,803,202
Net loss per share attributable to common stockholders - (basic) (in dollars per share)	$ 0.60	$ 0.26
Net loss per share attributable to common stockholders - (diluted) (in dollars per share)	$ 0.60	$ 0.26

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
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Net Loss per Share - Anti-Dilutive Common Share Equivalents (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	44,506,507	48,192,300
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	7,833,332	256,605
Common stock options issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	29,238,432	31,618,135
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	7,434,743	0
Conversion of convertible notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	0	16,317,560

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended			120 Months Ended
	Aug. 16, 2021 USD ($) shares	Nov. 17, 2020 shares	Jan. 31, 2021 shares	Dec. 31, 2022	Dec. 31, 2021 USD ($) plan $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Jan. 01, 2032	Aug. 15, 2021 USD ($)	Jun. 28, 2021 shares	Jan. 01, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| plan					3
Options granted (in shares)					0
Percentage vested	25.00%
Repurchase of stock options \| $					$ 1,500	$ 0
Weighted-average grant date fair value of options granted (in dollars per share) \| $ / shares					$ 0	$ 0.95
Unrecognized compensation expense for stock option grants \| $					$ 7,637
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional share authorized (in shares)			1,153,448
Total shares authorized (in shares)										33,121,391
Repurchase of stock options \| $	$ 1,500
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	15,440,430
2021 Plan \| Forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase, percentage of outstanding stock maximum				5.00%			3.00%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, period for recognition					2 years 1 month 13 days
Options \| 2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
Options to be repurchased (in shares)									542,615
Value of options authorized to be repurchased \| $								$ 1,500
Options \| 2016 Plan \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					25.00%
Options \| 2016 Plan \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
Options \| 2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period					10 years
Options \| 2014 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)					7,913,760
Fair value of awards that vested \| $					$ 3,014
Unrecognized compensation expense, period for recognition					3 years 5 months 12 days
Unrecognized compensation expense for RSU's \| $					$ 28,059
RSUs \| 2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)					1,741,689
RSUs \| 2016 Plan \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					25.00%
RSUs \| 2016 Plan \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
RSUs \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)					6,172,071
RSUs \| 2021 Plan \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					25.00%
Vesting period					3 years
Chief Financial Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense for stock option grants \| $					$ 3,376
Chief Financial Officer \| 2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)		3,262,744
Chief Financial Officer \| Options \| 2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		25.00%
Chief Financial Officer \| Options \| 2016 Plan \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		25.00%
Chief Financial Officer \| Options \| 2016 Plan \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years

Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Outstanding Stock Options
Beginning balance (in shares)		31,618,135
Granted (in shares)	0
Exercised (in shares)	(312,037)
Forfeited (in shares)	(1,026,950)
Expired (in shares)	(498,101)
Repurchased (in shares)	(542,615)
Ending balance (in shares)	29,238,432
Weighted Average Exercise Price
Beginning balance (in dollars per share)		$ 0.48
Granted (in dollars per share)	$ 0
Exercised (in dollars per share)	0.48
Forfeited (in dollars per share)	0.65
Expired (in dollars per share)	0.19
Repurchased (in dollars per share)	0.17
Ending balance (in dollars per share)	$ 0.48
Stock options additional disclosures
Options outstanding, weighted average contractual life	7 years 4 months 24 days	8 years 3 months 18 days
Options outstanding, aggregate intrinsic value	$ 127,345	$ 112,548
Vested and expected to vest (in shares)	27,555,673
Vested and expected to vest, weighted average exercise price (in dollars per share)	$ 0.48
Vested and expected to vest, weighted average contractual life	7 years 3 months 18 days
Vested and expected to vest, aggregate intrinsic value	$ 120,250
Vested and exercisable (in shares)	18,615,254
Vested and exercisable, weighted average exercise price (in dollars per share)	$ 0.41
Vested and exercisable, weighted average contractual life	6 years 8 months 12 days
Vested and exercisable, aggregate intrinsic value	$ 82,475

Stock-Based Compensation - RSU Activity (Details) - RSUs	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Shares
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	7,913,760
Forfeited (in shares) \| shares	(30,413)
Vested (in shares) \| shares	(448,604)
Ending balance (in shares) \| shares	7,434,743
Weighted Average Grant date Fair Value per Share
Beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	5.91
Forfeited (in dollars per share) \| $ / shares	7.60
Vested (in dollars per share) \| $ / shares	7.54
Ending balance (in dollars per share) \| $ / shares	$ 5.80

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 10,018	$ 1,952
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	2,175	702
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,381	249
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 6,462	$ 1,001

Stock-Based Compensation - Weighted Average Assumptions Used in the Black-Scholes Option-pricing Model for Stock Options (Details) - Options	12 Months Ended
	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 9 months 18 days
Risk-free interest rate	0.40%
Expected volatility	45.60%
Expected dividend yield	0.00%

Revenue - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 3,007	$ 1,579
Revenue recognized for performance obligation satisfied	2,003	1,214
Current deferred revenue balance	$ 2,287
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Disaggregation of Revenue [Line Items]
Expected timing of satisfaction of performance obligation	12 months
Prototype sales
Disaggregation of Revenue [Line Items]
Revenue	$ 1,004	$ 365

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 3,007	$ 1,579
Recognized at a point in time
Disaggregation of Revenue [Line Items]
Total revenues	2,991	1,515
Recognized over time
Disaggregation of Revenue [Line Items]
Total revenues	16	64
United States
Disaggregation of Revenue [Line Items]
Total revenues	2,215	330
Germany
Disaggregation of Revenue [Line Items]
Total revenues	536	25
Other European countries
Disaggregation of Revenue [Line Items]
Total revenues	111	110
Asia
Disaggregation of Revenue [Line Items]
Total revenues	$ 145	$ 1,114

- Definition

+ References

+ Details

Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Contract liabilities, current	$ 2,287	$ 660
Contract liabilities, noncurrent	631
Total	2,918	660
Contract with Customer, Liability [Roll Forward]
Beginning balance	660	950
Revenue recognized that was included in the contract liabilities beginning balance	(570)	(450)
Increase due to invoices issued on performance obligations not yet satisfied during the period	2,828	160
Ending balance	$ 2,918	$ 660

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Provision for income taxes	$ 0	$ 0
Deferred tax liabilities	0	0
Valuation allowance	48,353,000	20,376,000
Accrued interest and penalties related to uncertain tax positions	0	0
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses available to reduce future taxable income	156,584,000	67,955,000
Net operating losses available to reduce future taxable income subject to expiration	110,000
Net operating losses available to reduce future taxable income not subject to expiration	114,514,000
Federal \| Research and development
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	3,373,000	2,299,000
State
Operating Loss Carryforwards [Line Items]
Net operating losses available to reduce future taxable income	104,555,000	41,106,000
Net operating losses available to reduce future taxable income subject to expiration	5,041,000
State \| Research and development
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	$ 2,854,000	$ 2,043,000

Income Taxes - Reconciliation of Federal Statutory Rate to Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. federal tax benefit at statutory rate	21.00%	21.00%
State income taxes, net of federal benefit	11.80%	3.50%
Non-deductible expenses and other	(0.30%)	0.30%
Stock-based compensation	(1.10%)	(1.50%)
Research and development credits	1.20%	2.50%
Transaction cost	3.90%	0.00%
Foreign rate differential	(3.10%)	(4.30%)
Change in valuation allowance, net	(33.40%)	(21.50%)
Effective tax rate	0.00%	0.00%

Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 41,856	$ 17,011
Research and development credit carryforward	4,545	2,810
Stock-based compensation	1,040	51
Property and equipment	178	40
Other accruals	734	464
Gross deferred tax assets	48,353	20,376
Valuation allowance	(48,353)	(20,376)
Total deferred tax assets— net	$ 0	$ 0

Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits as of the beginning of the year	$ 1,210	$ 938
Increases (decreases) related to prior year tax provisions	40	14
Increase related to current year tax provisions	431	286
Unrecognized tax benefits as of the end of the year	$ 1,681	$ 1,210

Commitment and Contingencies - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($) extension_option
Commitments and Contingencies Disclosure [Abstract]
Number of extension options \| extension_option			1
Lease extension term			5 years
Leasehold improvement incentives			$ 3,845
Rental expense	$ 1,876	$ 1,942
Deferred rent liabilities	$ 3,637	$ 4,175

Commitment and Contingencies - Future Minimum Lease Payments Under Noncancellable Operating Leases (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 2,393
2023	2,341
2024	2,412
2025	2,484
2026 and after	2,340
Total minimum lease payments	$ 11,970

Related Parties - Revenue, Accounts Receivable and Contract Liabilities for Investors of the Company (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stockholder A
Related Party Transaction [Line Items]
Accounts receivable	$ 0	$ 22
Stockholder B
Related Party Transaction [Line Items]
Contract liabilities (current)	0	65
Stockholder D
Related Party Transaction [Line Items]
Contract liabilities (current)	0	500
Prototype sales \| Stockholder A
Related Party Transaction [Line Items]
Revenue	0	60
Development contracts \| Stockholder B
Related Party Transaction [Line Items]
Revenue	0	100
Development contracts \| Stockholder C
Related Party Transaction [Line Items]
Revenue	$ 0	$ 1,050

Related Parties - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Options granted (in shares)	0
Exercise price of options granted (in dollars per share)	$ 0
RSUs
Related Party Transaction [Line Items]
Awards granted (in shares)	7,913,760
Sibling of President and CTO
Related Party Transaction [Line Items]
Cash compensation	$ 136	$ 115
Options granted (in shares)		37,208
Exercise price of options granted (in dollars per share)		$ 0.63
Sibling of President and CTO \| RSUs
Related Party Transaction [Line Items]
Awards granted (in shares)	1,860