0001818644-22-000026 | 10-Q | XBRL Viewer

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Organization and Summary of Significant Accounting Policies - Narrative (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)
Organization and Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents and marketable securities	$ 112,189,000
Number of reportable segments \| segment	1
Number of operating segments \| segment	1
Net property and equipment	$ 7,621,000		$ 5,129,000
Accounts receivable write-offs	0	$ 0
Allowance for doubtful accounts	$ 0	0
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities
ROU assets	$ 15,847,000
Lease liabilities	$ 19,494,000
Deferred rent reversal		$ (3,776,000)
Cumulative Effect, Period of Adoption, Adjustment
Organization and Summary of Significant Accounting Policies [Line Items]
ROU assets				$ 16,284,000
Lease liabilities				19,921,000
Deferred rent reversal				$ 3,032,000
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 Two
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage (more than)	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 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%
Accounts Payable \| Supplier Concentration Risk \| Supplier Four
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage (more than)	10.00%
United States
Organization and Summary of Significant Accounting Policies [Line Items]
Net property and equipment	$ 7,531,000
Europe
Organization and Summary of Significant Accounting Policies [Line Items]
Net property and equipment	66,000
Asia
Organization and Summary of Significant Accounting Policies [Line Items]
Net property and equipment	$ 24,000

Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands				3 Months Ended		7 Months Ended	12 Months Ended
	Aug. 16, 2021 USD ($) $ / shares shares	Aug. 15, 2021 $ / shares shares	Aug. 12, 2021 USD ($) $ / shares shares	Sep. 30, 2021 shares	Mar. 31, 2021 shares	Aug. 15, 2021 $ / shares shares	Dec. 31, 2020 shares	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / 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
Transaction costs expensed \| $	2,198
Gross proceeds from Business Combination \| $	$ 256,811
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
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
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
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 into Class A common stock (in shares)	20,778,097			20,778,097		20,778,097
Net settlement of common stock and Series A preferred stock warrants (in shares)				240,806		240,806
Redemption of shares (in shares)					0		3,536,070
Common Stock \| AEye Technologies
Schedule Of Reverse Recapitalization [Line Items]
Conversion of convertible notes and accrued interest into Class A common stock (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 \| AEye Technologies
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)										16,383,725
Preferred Stock \| AEye Technologies \| Retroactive application of recapitalization (Note 2)
Schedule Of Reverse Recapitalization [Line Items]
Shares outstanding (in shares)		16,383,725				16,383,725

Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents, adjusted cost	$ 58,490	$ 14,183
Recurring
Assets
Total financial assets, adjusted cost	103,185	155,078
Marketable securities, unrealized losses	(1,636)	(391)
Total financial assets, fair value	101,549	154,687
Liabilities
Total financial liabilities, fair value	10,030	155
Recurring \| Cash and Cash Equivalent
Assets
Total financial assets, fair value	47,850	4,863
Recurring \| Marketable Securities
Assets
Total financial assets, fair value	53,699	149,824
Recurring \| Level 1 \| Money market funds
Assets
Cash and cash equivalents, adjusted cost	47,850	4,863
Cash and cash equivalents, fair value	47,850	4,863
Recurring \| Level 1 \| Money market funds \| Cash and Cash Equivalent
Assets
Cash and cash equivalents, fair value	47,850	4,863
Recurring \| Level 2 \| Private Placement Warrants
Liabilities
Warrant liability	30	155
Recurring \| Level 2 \| Asset-backed securities
Assets
Marketable securities, adjusted cost	3,509	26,491
Marketable securities, unrealized losses	(140)	(68)
Marketable securities, fair value	3,369	26,423
Recurring \| Level 2 \| Asset-backed securities \| Marketable Securities
Assets
Marketable securities, fair value	3,369	26,423
Recurring \| Level 2 \| Corporate bonds
Assets
Marketable securities, adjusted cost	21,867	48,643
Marketable securities, unrealized losses	(410)	(150)
Marketable securities, fair value	21,457	48,493
Recurring \| Level 2 \| Corporate bonds \| Marketable Securities
Assets
Marketable securities, fair value	21,457	48,493
Recurring \| Level 2 \| Commercial paper
Assets
Marketable securities, adjusted cost		45,145
Marketable securities, unrealized losses		0
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	29,959	29,936
Marketable securities, unrealized losses	(1,086)	(173)
Marketable securities, fair value	28,873	29,763
Recurring \| Level 2 \| U.S. Government securities \| Marketable Securities
Assets
Marketable securities, fair value	28,873	$ 29,763
Recurring \| Level 3
Liabilities
Convertible notes	9,512
Recurring \| Level 3 \| Warrants
Liabilities
Derivative	$ 488

Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Outstanding Stock Options
Beginning balance (in shares)		29,238,432
Granted (in shares)	0	0	0
Exercised (in shares)		(2,776,029)
Forfeited (in shares)		(323,910)
Expired (in shares)		(55,812)
Ending balance (in shares)	26,082,681	26,082,681		29,238,432
Vested and expected to vest (in shares)	26,082,681	26,082,681
Vested and exercisable (in shares)	19,644,436	19,644,436
Weighted Average Exercise Price
Beginning balance (in dollars per share)		$ 0.48
Granted (in dollars per share)		0
Exercised (in dollars per share)		0.37
Forfeited (in dollars per share)		0.57
Expired (in dollars per share)		0.17
Ending balance (in dollars per share)	$ 0.49	0.49		$ 0.48
Vested and expected to vest, weighted average exercise price (in dollars per share)	0.49	0.49
Vested and exercisable, weighted average exercise price (in dollars per share)	$ 0.45	$ 0.45
Stock options additional disclosures
Options outstanding, weighted average contractual life		6 years 8 months 1 day		7 years 4 months 6 days
Vested and expected to vest, weighted average contractual life		6 years 8 months 1 day
Vested and exercisable, weighted average contractual life		6 years 3 months 14 days
Options outstanding, aggregate intrinsic value	$ 16,011	$ 16,011		$ 127,345
Vested and expected to vest, aggregate intrinsic value	16,011	16,011
Vested and exercisable, aggregate intrinsic value	$ 12,893	$ 12,893

Revenue (Tables)

9 Months Ended

Sep. 30, 2022

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):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Revenue by primary geographical market:
United States	$	130	$	44	$	1,777	$	431
Germany	12		16		12		516
Europe	610		47		730		111
Asia	15		20		36		145
Total	$	767	$	127	$	2,555	$	1,203

Revenue by timing of recognition:
Recognized at a point in time	$	652	$	127	$	1,402	$	1,160
Recognized over time	115		—		1,153		43
Total	$	767	$	127	$	2,555	$	1,203

Schedule of Contract Liabilities

Contract liabilities consisted of the following as of September 30, 2022 (in thousands):


	As of September 30, 2022
Contract liabilities, current	$	1,518
Contract liabilities, noncurrent	—
Total	$	1,518

The following table shows the significant changes in contract liabilities balance as of September 30, 2022 and 2021 (in thousands):


	Nine months ended September 30,
	2022		2021
Beginning balance	$	2,918	$	660
Revenue recognized that was included in the contract liabilities beginning balance	(1,400)		(570)
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period	—		155
Ending balance	$	1,518	$	245

Interest Expense and Other (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 0	$ 288	$ 0	$ 725
Amortization of debt discount	0	209	0	752
Convertible note issuance costs	381	0		0
Amortization of premiums on marketable securities, net of accretion of discounts	203	53	811	53
Amortization of premiums on marketable securities, net of accretion of discounts	77	0	77	0
Common stock purchase agreement costs	0	0	28	0
Other	27	0	41	0
Interest expense and other	688	919	1,338	2,871
Convertible note \| Convertible Notes
Debt Instrument [Line Items]
Interest	0	134	0	700
Secured Debt \| Term loan debt
Debt Instrument [Line Items]
Interest	0	235	0	630
Loans Payable \| PPP loan
Debt Instrument [Line Items]
Interest	$ 0	$ 0	$ 0	$ 11

Recapitalization - Shares Issued Immediately Following the Consummation of the Business Combination (Details) - shares	Aug. 16, 2021	Aug. 12, 2021	Sep. 30, 2022	Dec. 31, 2021	Aug. 15, 2021
Schedule Of Reverse Recapitalization [Line Items]
Class A common stock, outstanding (in shares)	154,404,302		160,837,846	155,137,237
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

Organization and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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

For the three and nine months ended September 30, 2022 and 2021, revenue from the Company’s major customers representing 10% or more of total revenue was as follows:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Customer A	9	%	*		49	%	11	%
Customer B	56	%	*		18	%	*
Customer C	29	%	*		*		*
Customer D	*		*		14	%	*
Customer E	*		*		*		42	%
Customer F	*		35	%	*		20	%
Customer G	*		16	%	*		*
Customer H	*		21	%	*		*
Customer I	*		16	%	*		*
Customer J	*		13	%	*		*

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

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2022

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):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss attributable to common stockholders	$	(23,624)	$	(17,393)	$	(74,972)	$	(39,977)
Denominator:
Weighted average common shares outstanding- Basic	159,312,203		114,891,595		156,702,000		102,953,263
Dilutive effect of potential common shares	—		—		—		—
Weighted average common shares outstanding- Diluted	159,312,203		114,891,595		156,702,000		102,953,263

Net loss per share attributable to common stockholders - Basic and Diluted	$	(0.15)	$	(0.15)	$	(0.48)	$	(0.39)

Schedule of Antidilutive Common Share Equivalents

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


	Nine months ended September 30,
	2022	2021
Common stock options issued and outstanding	26,082,681	29,405,800
Unvested restricted stock units	13,513,002	1,738,132
Warrants	9,583,322	—
Conversion of convertible notes	9,801,467	—
Total	58,980,472	31,143,932

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Aug. 16, 2021	Aug. 15, 2021
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	0		16,383,725
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)	160,837,846	155,137,237
Common stock — shares outstanding (in shares)	160,837,846	155,137,237	154,404,302

Net Loss per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss per Share

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):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Numerator:
Net loss attributable to common stockholders	$	(23,624)	$	(17,393)	$	(74,972)	$	(39,977)
Denominator:
Weighted average common shares outstanding- Basic	159,312,203		114,891,595		156,702,000		102,953,263
Dilutive effect of potential common shares	—		—		—		—
Weighted average common shares outstanding- Diluted	159,312,203		114,891,595		156,702,000		102,953,263

Net loss per share attributable to common stockholders - Basic and Diluted	$	(0.15)	$	(0.15)	$	(0.48)	$	(0.39)

Due to net losses for the three and nine months ended September 30, 2022 and 2021, 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:


	Nine months ended September 30,
	2022	2021
Common stock options issued and outstanding	26,082,681	29,405,800
Unvested restricted stock units	13,513,002	1,738,132
Warrants	9,583,322	—
Conversion of convertible notes	9,801,467	—
Total	58,980,472	31,143,932

Interest Expense and Other (Tables)

9 Months Ended

Sep. 30, 2022

Other Income and Expenses [Abstract]

Schedule of Interest Expense and Other

Interest expense and other for the three months ended September 30, 2022 and 2021 consisted of the following (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Interest on term loan debt	$	—	$	235	$	—	$	630
Interest on PPP loan	—		—		—		11
Interest on convertible note	—		134		—		700
Amortization of debt issuance costs	—		288		—		725
Amortization of debt discount	—		209		—		752
Convertible note issuance costs	381		—		381		—
Amortization of premiums on marketable securities, net of accretion of discounts	203		53		811		53
Realized losses on redemptions of marketable securities	77		—		77		—
Common stock purchase agreement costs	—		—		28		—
Other	27		—		41		—
Interest expense and other	$	688	$	919	$	1,338	$	2,871

Inventories (Tables)

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory, Net of Write-Downs

Inventory, net of write-downs, as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Raw materials	$	2,138	$	1,544
Work in-process	1,825		2,447
Finished goods	61		94
Total inventory, net	$	4,024	$	4,085

Leases - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Rent expense	$ 1,421
Deferred rent liabilities	$ 3,776
Minimum
Lessee, Lease, Description [Line Items]
Lease renewal term		2 years
Maximum
Lessee, Lease, Description [Line Items]
Lease renewal term		5 years

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Accrued purchases and other	$	4,335	$	1,947
Operating lease liabilities - current	2,436		—
Accrued bonuses	1,102		3,408

Accrued payroll	1,084		957
Warranty reserve	465		275
Accrued payroll taxes	447		1,547
Income tax payable	19		—
Deferred rent - current	—		605
Accrued expenses and other current liabilities	$	9,888	$	8,739

Organization and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

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 4SightTM 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 of the surroundings.

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.

Unaudited Condensed Consolidated Financial Statements

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include all adjustments necessary to the fair presentation of the Company’s condensed consolidated financial position, results of operations, and cash flows for the period presented under the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. The accompanying interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP along with instructions to Form 10-Q and Article 10 of SEC Regulation S-X.

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 September 30, 2022, the Company’s existing sources of liquidity included cash, cash equivalents, and marketable securities of $112,189. The Company has incurred losses and negative cash flows from operations. As 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 the next 12 months.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, Amortization of issuance costs is now presented as amortization of debt issuance costs on the consolidated statements of cash flows. Transaction costs related to Business Combination and PIPE Financing paid prior to close is now presented within Transaction costs related to Business Combination and PIPE Financing on the consolidated statements of cash flows. Advances to suppliers has been broken out from Other within Footnote 6, Prepaid and other current assets. Realized losses on sale of investments within Footnote 13, Interest Expense and other is now presented as Amortization of premiums on marketable securities, net of accretion of discounts.

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, convertible notes, embedded derivative and warrant liabilities, fair value of common stock, and stock-based compensation.

Segment Reporting

The Company manages its 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 the Company's Chief Executive Officer (“CEO”). The CEO decides how to allocate resources and assesses the Company’s performance based upon consolidated financial information. All of the Company's sales were made to customers (in USD) located in the U.S., Europe, and Asia through AEye, Inc. Of the $7,621 of net property and equipment as of September 30, 2022, $7,531 is located in the U.S., $66 is located in Europe, and $24 is in Asia.

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 September 30, 2022, AEye had three customers, each accounting for 10% or more of AR, and four vendors, each accounting for 10% or more of 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. During the nine months ended September 30, 2022 and 2021, the Company did not have any write-offs, and at September 30, 2022 and 2021, did not record an allowance for doubtful accounts as all accounts receivable amounts were expected to be collected.

For the three and nine months ended September 30, 2022 and 2021, revenue from the Company’s major customers representing 10% or more of total revenue was as follows:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Customer A	9	%	*		49	%	11	%
Customer B	56	%	*		18	%	*
Customer C	29	%	*		*		*
Customer D	*		*		14	%	*
Customer E	*		*		*		42	%
Customer F	*		35	%	*		20	%
Customer G	*		16	%	*		*
Customer H	*		21	%	*		*
Customer I	*		16	%	*		*
Customer J	*		13	%	*		*

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

Significant Accounting Policies

The Company's significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021. Other than the accounting policies discussed below, there have been no material changes to the Company's significant accounting policies during the nine months ended September 30, 2022.

Leases

The Company determines if an arrangement is or contains a lease at inception. The Company evaluates the classification of leases at commencement, and, as necessary, at modification. Operating leases, consisting of office leases, are included in Right-of-use ("ROU") assets, Accrued expenses and other current liabilities, and Operating lease liabilities, noncurrent, on the Company's consolidated balance sheets. The Company did not have any finance leases as of September 30, 2022 and December 31, 2021. ROU assets represent the Company's right to an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made prior to lease commencement and initial direct costs and excludes lease incentives. Variable lease payments not dependent on an index or a rate are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. As most of the Company's leases do not include an implicit rate, the Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of future payments. The incremental borrowing rate is a hypothetical rate based on the Company's understanding of what its credit rating would be for a secured borrowing when the lease was executed. The Company's lease term includes the noncancelable period, any rent-free periods provided by the lessor, and options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term and is included in operating expenses on the consolidated statements of operations and

comprehensive loss. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real estate leases.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance. The warrants assumed in connection with the 2022 convertible note are accounted for in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed consolidated statements of operations.

Convertible Notes

The Company elected to early adopt Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The Company has elected to apply the fair value option to the 2022 convertible note on the date that the Company first recognized the convertible note on September 15, 2022. The Company acknowledges that its election to apply the fair value option is irrevocable. The Company recognized costs incurred upon issuance of the 2022 convertible note as an expense in its consolidated income statement for the nine months ended September 30, 2022. The 2022 convertible note will be classified and presented as a current liability on the Consolidated Balance Sheet as of September 30, 2022. Changes in fair value will be recorded in the condensed consolidated statements of operations and changes in fair value related to credit risk will be recorded in other comprehensive loss.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board, ("FASB"), issued Accounting Standards Update ("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 ASU No. 2016-02. FASB Accounting Standards Codification ("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 Company adopted this new standard on January 1, 2022 using the Effective Date Method. Upon adoption, the Company recorded net ROU assets and lease liabilities of $16,284 and $19,921, respectively, and a reversal of deferred rent of $3,032; there were no cumulative effect adjustments as of January 1, 2022. The standard did not have a material effect on the Company's consolidated statements of operations and comprehensive loss and the consolidated statement of cash flows. The Company elected the transition practical expedient package, which among other things, allows the carryforward of historical lease classifications. The Company will continue to apply ASC Topic 840, Leases, prior to January 1, 2022, including Topic 840 disclosure requirements, in the comparative periods presented. The Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets.

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. The Company adopted ASU 2019-12 as of January 1, 2022, and the Company's adoption did not have a material impact on the consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023 for smaller reporting companies, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard using the modified retrospective method, effective January 1, 2022, and the Company's adoption did not have a material impact on the consolidated financial statements.

Other Noncurrent Assets

9 Months Ended

Sep. 30, 2022

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

Other Noncurrent Assets

OTHER NONCURRENT ASSETS

Other noncurrent assets as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Non-current inventory	$	1,650	$	—
Long-term prepaid expenses	856		1,376
Security deposits	233		133
Total other noncurrent assets	$	2,739	$	1,509

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTSManagement has evaluated subsequent events through November 10, 2022 and determined that there were no such events requiring recognition or disclosure in the financial statements.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

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 Measured as of September 30, 2022 Using:
	Adjusted Cost		Unrealized losses		Fair Value		Cash and Cash Equivalent		Marketable Securities
Assets
Level 1
Money market funds	$	47,850	$	—	$	47,850	$	47,850	$	—
Level 2
Asset-backed securities	$	3,509	$	(140)	$	3,369	$	—	$	3,369
Corporate bonds	21,867		(410)		21,457		—		21,457

U.S. Government securities	29,959		(1,086)		28,873		—		28,873
Total financial assets	$	103,185	$	(1,636)	$	101,549	$	47,850	$	53,699
Liabilities
Level 2
Private placement warrant liability	$	—	$	—	$	30	$	—	$	—
Level 3
Convertible notes	$	—	$	—	$	9,512	$	—	$	—
Derivative warrant liability	—		—		488		—		—
Total financial liabilities	$	—	$	—	$	10,030	$	—	$	—


	Fair Value 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	$	—	$	—

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

There following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments for the nine months ended September 30, 2022:


	2022 Convertible Note		Derivative Warrant Liability		Total
Balance at December 31, 2021	$	—	$	—	$	—
Additions	9,512		488		10,000

Change in fair value included in other income (expense)	—		—		—
Balance at September 30, 2022	$	9,512	$	488	$	10,000

Recapitalization - Calculation of Legacy AEye Shares (Details) - shares			3 Months Ended						7 Months Ended	9 Months Ended	12 Months Ended
	Aug. 16, 2021	Aug. 15, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Aug. 15, 2021	Sep. 30, 2022	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Reverse Recapitalization [Line Items]
Exercise of common stock options (in shares)										2,776,029
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]
Exercise of common stock options (in shares)			1,014,428	1,105,298	656,303	23,917	8,478	171,724	204,119		1,877,233
Repurchase of common stock (in shares)								0			(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 \| 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

Net Loss per Share - Anti-Dilutive Common Share Equivalents (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	58,980,472	31,143,932
Common stock options issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	26,082,681	29,405,800
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	13,513,002	1,738,132
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	9,583,322	0
Conversion of convertible notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	9,801,467	0

Stockholders' Equity - Outstanding Preferred Shares Converted (Details)	Sep. 30, 2022 shares	Dec. 31, 2021 shares	Aug. 16, 2021 shares	Aug. 15, 2021 shares
Conversion of Stock [Line Items]
Preferred stock — shares outstanding (in shares)	0	0		16,383,725
Exchange ratio			3.7208
Common stock — shares outstanding (in shares)	160,837,846	155,137,237	154,404,302
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

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued purchases and other	$ 4,335	$ 1,947
Operating lease liabilities - current	2,436
Accrued bonuses	1,102	3,408
Accrued payroll	1,084	957
Warranty reserve	465	275
Accrued payroll taxes	447	1,547
Income tax payable	19	0
Deferred rent - current	0	605
Accrued expenses and other current liabilities	$ 9,888	$ 8,739

Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Additions	10,000
Change in fair value included in other income (expense)	0
Ending balance	10,000
Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Additions	9,512
Change in fair value included in other income (expense)	0
Ending balance	9,512
Derivative Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Additions	488
Change in fair value included in other income (expense)	0
Ending balance	$ 488

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 58,490	$ 14,183
Restricted cash	2,150	2,150
Total cash, cash equivalents, and restricted cash	$ 60,640	$ 16,333	$ 54,618	$ 16,497

Leases - Supplemental Balance Sheet Information (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Operating lease right-of-use assets	$ 15,847
Operating lease liabilities:
Operating lease liabilities, current	2,436
Operating lease liabilities, noncurrent	17,058
Total operating lease liabilities	$ 19,494
Weighted average remaining lease term (in years)	9 years 3 months 3 days
Weighted average discount rate	5.35%

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net as of September 30, 2022 and December 31, 2021 consists of the following (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Machinery and equipment	$	2,680	$	1,444
Computers, software and related equipment	534		268
Office furniture and equipment	672		341
Vehicles	702		342
Leasehold improvements	4,824		4,725
Construction in progress	1,207		213
Total property and equipment	10,619		7,333
Less accumulated depreciation and amortization	(2,998)		(2,204)
Property and equipment, net	$	7,621	$	5,129

Leases - Future Minimum Payments Under Noncancellable Operating Leases under ASC 840 (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Leases [Abstract]
2021 (remaining three months)	$ 575
2022	2,330
2023	2,342
2024	2,412
2025 and after	4,824
Total minimum lease payments	$ 12,483

Related Parties (Details) - USD ($) $ in Thousands	9 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021
RSUs
Related Party Transaction [Line Items]
Awards granted (in shares)	10,687,686
Sibling of President and CTO
Related Party Transaction [Line Items]
Cash compensation	$ 121	$ 100
Sibling of President and CTO \| RSUs
Related Party Transaction [Line Items]
Awards granted (in shares)	22,500	1,860

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	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Customer A
Concentration Risk [Line Items]
Concentration risk percentage	9.00%		49.00%	11.00%
Customer B
Concentration Risk [Line Items]
Concentration risk percentage	56.00%		18.00%
Customer C
Concentration Risk [Line Items]
Concentration risk percentage	29.00%
Customer D
Concentration Risk [Line Items]
Concentration risk percentage			14.00%
Customer E
Concentration Risk [Line Items]
Concentration risk percentage				42.00%
Customer F
Concentration Risk [Line Items]
Concentration risk percentage		35.00%		20.00%
Customer G
Concentration Risk [Line Items]
Concentration risk percentage		16.00%
Customer H
Concentration Risk [Line Items]
Concentration risk percentage		21.00%
Customer I
Concentration Risk [Line Items]
Concentration risk percentage		16.00%
Customer J
Concentration Risk [Line Items]
Concentration risk percentage		13.00%

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

A summary of stock option activity related to the Plans as of September 30, 2022 is as follows:


	Outstanding Stock Options		Weighted Average Exercise Price	Weighted Average Contractual Life (Years)		Aggregate Intrinsic Value
Balance at December 31, 2021	29,238,432	$	0.48	7.35	$	127,345
Granted	—		—
Exercised	(2,776,029)		0.37
Forfeited	(323,910)		0.57
Expired	(55,812)		0.17

Balance at September 30, 2022	26,082,681	$	0.49	6.67	$	16,011
Vested and expected to vest as of September 30, 2022	26,082,681	$	0.49	6.67	$	16,011
Vested and exercisable as of September 30, 2022	19,644,436	$	0.45	6.29	$	12,893

Schedule 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, 2021	7,434,743	$	5.80
Granted	10,687,686	3.74
Forfeited	(1,890,852)	4.62
Vested	(2,718,575)	5.20
Unvested at September 30, 2022	13,513,002	$	4.27

Schedule 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 three and nine months ended September 30, 2022 and 2021 (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Cost of revenue	$	43	$	—	$	86	$	—
Research and development	1,899		665		5,167		2,062
Sales and marketing	1,239		398		3,477		1,171
General and administrative	2,925		1,229		9,273		3,289
Total stock-based compensation	$	6,106	$	2,292	$	18,003	$	6,522

Stock-Based Compensation - Narrative (Details)			3 Months Ended	9 Months Ended			12 Months Ended	21 Months Ended	108 Months Ended
Stock-Based Compensation - Narrative (Details)	May 10, 2022 USD ($) shares	Aug. 16, 2021 USD ($) shares	Sep. 30, 2022 USD ($) plan shares	Sep. 30, 2022 USD ($) plan shares	Sep. 30, 2022 USD ($) plan shares	Sep. 30, 2021 USD ($) shares	Dec. 31, 2022	Sep. 30, 2022 USD ($) plan shares	Jan. 01, 2032
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| plan			4	4	4			4
Payment for options repurchased \| $					$ 0	$ 1,500,000
Options granted (in shares)			0		0	0
Unrecognized compensation expense for stock option grants \| $			$ 6,440,000	$ 6,440,000	$ 6,440,000			$ 6,440,000
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, period for recognition					1 year 6 months 10 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)					10,687,686
Fair value of awards that vested \| $					$ 9,909,000
Unrecognized compensation expense, period for recognition					2 years 7 months 28 days
Unrecognized compensation expense for RSU's \| $			$ 53,120,000	$ 53,120,000	$ 53,120,000			$ 53,120,000
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	2,000,000
Minimum contribution as a percentage of compensation	1.00%
Maximum contribution as a percentage of compensation	10.00%
Maximum contribution per purchase period \| $	$ 15,000
Maximum contribution per purchase year \| $	$ 25,000
Purchase price as a percentage of fair market value	85.00%
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares authorized (in shares)			33,121,391	33,121,391	33,121,391			33,121,391
Payment for options repurchased \| $		$ 1,500,000
2016 Plan \| Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
Expiration period					10 years
Options repurchased (in shares)		542,615
2016 Plan \| Options \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					25.00%
2016 Plan \| Options \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
2016 Plan \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)								1,741,689
Vesting period					4 years
2016 Plan \| RSUs \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					25.00%
2016 Plan \| RSUs \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
2014 Plan \| Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period					10 years
2014 Plan \| Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					4 years
Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)		15,440,430
Additional shares added to the plan (in shares)				7,743,413
Incentive Plan \| Forecast
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual increase, percentage of outstanding stock maximum							5.00%		3.00%
Incentive Plan \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)								16,859,757
Incentive Plan \| RSUs \| Existing Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years
Incentive Plan \| RSUs \| Tranche one \| New Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					25.00%
Incentive Plan \| RSUs \| Tranche two \| New Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period					3 years

Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 10,619	$ 7,333
Less accumulated depreciation and amortization	(2,998)	(2,204)
Property and equipment, net	7,621	5,129
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	2,680	1,444
Computers, software and related equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	534	268
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	672	341
Vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment	702	342
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	4,824	4,725
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,207	$ 213

Commitment and Contingencies	9 Months Ended
Commitment and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES Legal matters 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.

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 6,106	$ 2,292	$ 18,003	$ 6,522
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	43	0	86	0
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,899	665	5,167	2,062
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,239	398	3,477	1,171
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 2,925	$ 1,229	$ 9,273	$ 3,289

Recapitalization (Tables)

9 Months Ended

Sep. 30, 2022

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 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


	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

Stockholders' Equity - Narrative (Details)		3 Months Ended		9 Months Ended
Stockholders' Equity - Narrative (Details)	Dec. 08, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 15, 2022 $ / shares shares	May 06, 2022 shares	Dec. 31, 2021 $ / 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
Common stock — shares issued (in shares)		160,837,846		160,837,846				155,137,237
Common stock — shares outstanding (in shares)		160,837,846		160,837,846				155,137,237	154,404,302
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
Preferred stock — shares issued (in shares)		0		0				0
Preferred stock — shares outstanding (in shares)		0		0				0		16,383,725
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 \| $		$ 0	$ 0	$ 28,000	$ 0
S-1 Registration \| Tumim Stone
Class of Warrant or Right [Line Items]
Number of shares authorized to be offered resold (in shares)							30,865,419
Tumim Stone
Class of Warrant or Right [Line Items]
Issuance of common stock under Common Stock Purchase Agreement (in shares)	302,634
Common stock purchase agreement costs \| $	$ 1,583,000
Derivative asset \| $	0
Tumim Stone \| 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 shares)				1,145,000
Net proceeds from issuance \| $				$ 2,891,000
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)		7,666,656		7,666,656
Convertible Note Warrants
Class of Warrant or Right [Line Items]
Outstanding warrants (in shares)						1,750,000
Warrant exercise price (in dollars per share) \| $ / shares						$ 3.50
Warrants and rights outstanding, term						4 years
Contingent Warrants
Class of Warrant or Right [Line Items]
Outstanding warrants (in shares)		1,750,000		1,750,000
Warrant exercise price (in dollars per share) \| $ / shares		$ 3.50		$ 3.50
Warrants and rights outstanding, term		4 years		4 years

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders' Equity

STOCKHOLDERS’ EQUITY

Common Stock — The Company is authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share. As of September 30, 2022, the Company had 160,837,846 shares of common stock issued and outstanding.

Preferred Stock — 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 September 30, 2022, no shares of preferred stock were issued and outstanding.

Upon the Closing on August 16, 2021, 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

Warrants — As of September 30, 2022, the Company had 166,666 Private Placement warrants and 7,666,656 Public warrants outstanding. Each warrant entitles the registered holder to purchase one share of the Company's common stock at a price of $11.50 per share.

On September 15, 2022, in connection with the issuance of the 2022 Note, the Company issued warrants to the investor. The warrants are immediately exercisable and entitle the investor to purchase up to 1,750,000 shares of Common Stock at a price of $3.50 per share, subject to a four (4) year term. As of September 30, 2022, no shares were exercised pursuant to the warrants.

Contingent Warrants — As of September 30, 2022, the Company had 1,750,000 contingently issuable warrants outstanding associated with the potential Second Closing under the Securities Purchase Agreement. These warrants will become exercisable by the investor if and when the Second Closing occurs. They will entitle the investor to purchase up to 1,750,000 shares of Common Stock at a price of $3.50 per share, subject to a four (4) year term.

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, or (ii) the Exchange Cap, which is equal to 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 is equal to 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 to Tumim Stone 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.

On May 6, 2022, the Company filed a Registration Statement on Form S-1, which relates to the offer and resale of up to 30,865,419 shares of AEye's common stock by Tumim Stone, the selling stockholder. During the nine months ended September 30, 2022, the Company issued 1,145,000 shares of its common stock under the CSPA for proceeds of $2,891.

- 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

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+ Details

Prepaid and Other Current Assets

9 Months Ended

Sep. 30, 2022

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

Prepaid and Other Current Assets

PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Prepaid expenses	$	4,404	$	3,980
Advances to suppliers	561		745
Demonstration units	319		224
Other	212		102
Total prepaid and other current assets	$	5,496	$	5,051

Prepaid and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2022

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

Schedule of Prepaid and Other Current Assets

Prepaid and other current assets as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Prepaid expenses	$	4,404	$	3,980
Advances to suppliers	561		745
Demonstration units	319		224
Other	212		102
Total prepaid and other current assets	$	5,496	$	5,051

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	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. For the three and nine months ended September 30, 2022, the Company recorded $13 and $39 provision for income taxes, respectively. For the three and nine months ended September 30, 2021, the Company recorded $0 and $0 provision for income taxes, respectively. The change in income tax provision was due to changes in pretax income (loss) in the U.S. and certain foreign entities and changes in tax rates. The income tax rates vary from the federal and state statutory rates due to the valuation allowances on the Company's net operating losses and foreign tax rate differences. The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are to be reinvested indefinitely outside the U.S.

- 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.

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+ Details

Related Parties	9 Months Ended
Related Parties	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Parties	RELATED PARTIESSince November 2016, the Company has employed a sibling of Mr. Dussan, the Company’s Chief Technology Officer, who held the position of Director, Human Resources and Sr. Manager of Human Resources at September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022 and 2021, Mr. Dussan’s sibling received total cash compensation of $121 and $100, respectively. For the nine months ended September 30, 2022 and 2021, Mr. Dussan’s sibling was granted 22,500 and 1,860 RSUs, respectively. In addition, he participates in all other benefits that the Company generally offers to all of its employees.

Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 4,404	$ 3,980
Advances to suppliers	561	745
Demonstration units	319	224
Other	212	102
Total prepaid and other current assets	$ 5,496	$ 5,051

Inventories - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Non-current inventory	$ 1,650	$ 0
Inventory write down to reduce inventory to the lower of cost or to its net realizable value	$ 1,002	$ 1,122

Revenue

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

REVENUE

Sale of Prototypes

The Company recorded revenue for prototype sales of $652 and $1,182 in the three and nine months ended September 30, 2022, respectively, and $127 and $588 in the three and nine months ended September 30, 2021, 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.

Development contracts

The Company has entered into research and development contracts with companies primarily in the automotive industry. Revenue from these contracts is recognized when the Company satisfies 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 4SightTM perception-related goods and services, and recognized $115 and $1,373 in revenue for performance obligations satisfied during the three and nine months ended September 30, 2022, respectively, in the consolidated statements of operations and comprehensive loss. The Company recognized $0 and $615 in revenue for performance obligations satisfied during the three and nine months ended September 30, 2021, respectively, in the consolidated statements of operations and comprehensive loss.

Disaggregation of Revenue

The Company recognized the following revenues by geographic area based on the primary billing address of the customer and by the timing of the transfer of goods or services to customers (point in time or over time), as it believes such criteria best depict 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):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Revenue by primary geographical market:
United States	$	130	$	44	$	1,777	$	431
Germany	12		16		12		516
Europe	610		47		730		111
Asia	15		20		36		145
Total	$	767	$	127	$	2,555	$	1,203

Revenue by timing of recognition:
Recognized at a point in time	$	652	$	127	$	1,402	$	1,160
Recognized over time	115		—		1,153		43
Total	$	767	$	127	$	2,555	$	1,203

Contract Liabilities

Contract liabilities consisted of the following as of September 30, 2022 (in thousands):


	As of September 30, 2022
Contract liabilities, current	$	1,518
Contract liabilities, noncurrent	—
Total	$	1,518

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 September 30, 2022 and 2021 (in thousands):


	Nine months ended September 30,
	2022		2021
Beginning balance	$	2,918	$	660
Revenue recognized that was included in the contract liabilities beginning balance	(1,400)		(570)
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period	—		155
Ending balance	$	1,518	$	245

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.

- 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
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Other Noncurrent Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Non-current inventory	$ 1,650	$ 0
Long-term prepaid expenses	856	1,376
Security deposits	233	133
Total other noncurrent assets	$ 2,739	$ 1,509

Interest Expense and Other

9 Months Ended

Sep. 30, 2022

Other Income and Expenses [Abstract]

Interest Expense and Other

INTEREST EXPENSE AND OTHER

Interest expense and other for the three months ended September 30, 2022 and 2021 consisted of the following (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Interest on term loan debt	$	—	$	235	$	—	$	630
Interest on PPP loan	—		—		—		11
Interest on convertible note	—		134		—		700
Amortization of debt issuance costs	—		288		—		725
Amortization of debt discount	—		209		—		752
Convertible note issuance costs	381		—		381		—
Amortization of premiums on marketable securities, net of accretion of discounts	203		53		811		53
Realized losses on redemptions of marketable securities	77		—		77		—
Common stock purchase agreement costs	—		—		28		—
Other	27		—		41		—
Interest expense and other	$	688	$	919	$	1,338	$	2,871

Fair Value Measurements - Narrative (Details) - USD ($)	Sep. 30, 2022	Sep. 15, 2022
Debt Instrument [Line Items]
Warrant, term of contract	4 years
2022 Notes, First Closing \| Convertible Notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 10,500,000

Stock-Based Compensation - RSU Activity (Details) - RSUs	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Shares
Beginning balance (in shares) \| shares	7,434,743
Granted (in shares) \| shares	10,687,686
Forfeited (in shares) \| shares	(1,890,852)
Vested (in shares) \| shares	(2,718,575)
Ending balance (in shares) \| shares	13,513,002
Weighted Average Grant date Fair Value per Share
Beginning balance (in dollars per share) \| $ / shares	$ 5.80
Granted (in dollars per share) \| $ / shares	3.74
Forfeited (in dollars per share) \| $ / shares	4.62
Vested (in dollars per share) \| $ / shares	5.20
Ending balance (in dollars per share) \| $ / shares	$ 4.27

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 58,490	$ 14,183
Marketable securities	53,699	149,824
Accounts receivable, net	624	4,222
Inventories, net	4,024	4,085
Prepaid and other current assets	5,496	5,051
Total current assets	122,333	177,365
Right-of-use assets	15,847
Property and equipment, net	7,621	5,129
Restricted cash	2,150	2,150
Other noncurrent assets	2,739	1,509
Total assets	150,690	186,153
CURRENT LIABILITIES:
Accounts payable	1,175	2,542
Accrued expenses and other current liabilities	9,888	8,739
Contract liabilities	1,518	2,287
Convertible notes	9,512	0
Total current liabilities	22,093	13,568
Operating lease liabilities, noncurrent	17,058
Deferred rent, noncurrent		3,032
Other noncurrent liabilities	518	786
Total liabilities	39,669	17,386
COMMITMENTS AND CONTINGENCIES (Note 19)
STOCKHOLDERS’ EQUITY:
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; 160,837,846 and 155,137,237 shares issued and outstanding at September 30, 2022 and December 31, 2021	16	16
Additional paid-in capital	339,408	320,937
Accumulated other comprehensive loss	(1,636)	(391)
Accumulated deficit	(226,767)	(151,795)
Total stockholders’ equity	111,021	168,767
Total liabilities and stockholders’ equity	$ 150,690	$ 186,153

Property and Equipment, Net

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, NET

Property and equipment, net as of September 30, 2022 and December 31, 2021 consists of the following (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Machinery and equipment	$	2,680	$	1,444
Computers, software and related equipment	534		268
Office furniture and equipment	672		341
Vehicles	702		342
Leasehold improvements	4,824		4,725
Construction in progress	1,207		213
Total property and equipment	10,619		7,333
Less accumulated depreciation and amortization	(2,998)		(2,204)
Property and equipment, net	$	7,621	$	5,129

Depreciation and amortization expense related to property and equipment amounted to $331 and $794 for the three and nine months ended September 30, 2022, respectively. Depreciation and amortization expense related to property and equipment amounted to $271 and $769 for the three and nine months ended September 30, 2021, respectively. Disposals of property and equipment were not material for the three months ended September 30, 2022 and 2021.

Leases - Supplemental Cash Flow Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Leases [Abstract]
Cash paid for operating leases included in operating cash flows	$ (983)

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATION

The Company has four equity incentive plans, the 2014 US LADAR Inc. Equity Incentive Plan (the “2014 Plan”), the 2016 Stock Plan (the “2016 Plan”), the 2021 Equity Incentive Plan (the “Incentive Plan”) and the 2022 Employee Stock Purchase Plan (the "ESPP"). On August 16, 2021, the Company’s 2014 Plan and 2016 Plan were terminated in connection with the Closing, but continue to govern the terms of outstanding equity awards that were granted prior to the termination of such plans.

2014 Plan and 2016 Plan

As of August 16, 2021, the Company no longer grants equity awards pursuant to the 2014 Plan or 2016 Plan. The Company had reserved 33,121,391 shares of common stock for issuance under the 2016 Plan and as of September 30, 2022, 1,741,689 RSUs were granted.

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 remainder 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.

In connection with the Closing on August 16, 2021, $1,500 was paid to a former executive as consideration for repurchasing 542,615 of his vested options under the Company’s 2016 Plan.

2021 Equity Incentive Plan

The Incentive Plan became effective immediately upon the Closing on August 16, 2021 and initially reserved 15,440,430 shares of common stock for issuance thereunder. 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. After January 1, 2022, the Board of Directors authorized the addition of 7,743,413 shares of common stock to be added to the Incentive Plan for issuance.

Under the Incentive Plan, RSUs vest depending on their vesting schedule. For newly hired employees, RSUs generally vest 25% during the month following the recipient’s one year anniversary of their start date. The remaining amounts generally vest quarterly over the next three years. For existing employees, these RSUs generally vest quarterly over 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 September 30, 2022, 16,859,757 RSUs were granted to certain individuals under the Incentive Plan.

2022 Employee Stock Purchase Plan

On May 10, 2022, the Company's stockholders approved the 2022 Employee Stock Purchase Plan (the "ESPP"), authorizing 2,000,000 shares of common stock to be reserved for issuance under the ESPP. The first offering to the Company's employees to purchase shares under the ESPP began on November 1, 2022. Each employee who is a participant in the ESPP may purchase shares by authorizing contributions at a minimum of 1% up to a maximum of 10% of his or her compensation for each pay period, to a maximum of $15 per purchase period and $25 per year, which will then be used to purchase shares on the last business day of the purchase period at a price equal to 85% of the fair market value of common stock on the offering date or the exercise date, whichever is less.

A summary of stock option activity related to the Plans as of September 30, 2022 is as follows:


	Outstanding Stock Options		Weighted Average Exercise Price	Weighted Average Contractual Life (Years)		Aggregate Intrinsic Value
Balance at December 31, 2021	29,238,432	$	0.48	7.35	$	127,345
Granted	—		—
Exercised	(2,776,029)		0.37
Forfeited	(323,910)		0.57
Expired	(55,812)		0.17

Balance at September 30, 2022	26,082,681	$	0.49	6.67	$	16,011
Vested and expected to vest as of September 30, 2022	26,082,681	$	0.49	6.67	$	16,011
Vested and exercisable as of September 30, 2022	19,644,436	$	0.45	6.29	$	12,893

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, 2021	7,434,743	$	5.80
Granted	10,687,686	3.74
Forfeited	(1,890,852)	4.62
Vested	(2,718,575)	5.20
Unvested at September 30, 2022	13,513,002	$	4.27

The total fair value of RSUs that vested during the nine months ended September 30, 2022 was $9,909.

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 three and nine months ended September 30, 2022 and 2021 (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Cost of revenue	$	43	$	—	$	86	$	—
Research and development	1,899		665		5,167		2,062
Sales and marketing	1,239		398		3,477		1,171
General and administrative	2,925		1,229		9,273		3,289
Total stock-based compensation	$	6,106	$	2,292	$	18,003	$	6,522

No stock options were granted during the nine months ended September 30, 2022 and 2021. As of September 30, 2022, the Company had $6,440 of unrecognized compensation expense for related stock option grants. This cost is expected to be recognized over an estimated weighted average period of 1.53 years. The total unrecognized compensation expense for RSUs was $53,120 as of September 30, 2022 which is expected to be recognized over an estimated weighted average period of 2.66 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 three and nine months ended September 30, 2022, 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.

Borrowings (Details) - USD ($)						3 Months Ended		9 Months Ended
Borrowings (Details) - USD ($)	Sep. 07, 2021	Aug. 20, 2021	Jun. 19, 2021	May 13, 2021	Mar. 18, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Line of Credit Facility [Line Items]
Gain on PPP loan forgiveness						$ 0	$ 0	$ 0	$ 2,297,000
Borrowing amount outstanding						$ 0		$ 0		$ 0
Silicon Valley Bank Credit Facility \| Secured Debt
Line of Credit Facility [Line Items]
Principal payments on bank loans	$ 2,333,000
Paycheck Protection Program (PPP) Loan \| Loans Payable \| Principal
Line of Credit Facility [Line Items]
Gain on PPP loan forgiveness			$ 2,270,000
Paycheck Protection Program (PPP) Loan \| Loans Payable \| Interest
Line of Credit Facility [Line Items]
Gain on PPP loan forgiveness			$ 27,000
Financing Facility \| Silicon Valley Bank Financing Facility
Line of Credit Facility [Line Items]
Maximum capacity					$ 10,000,000
Interest rate					8.00%
Repayments for financing facility, including interest		$ 10,540,000
Financing Facility \| Silicon Valley Bank Financing Facility, First Advance
Line of Credit Facility [Line Items]
Maximum capacity					$ 4,000,000
Amount drawn					4,000,000
Financing Facility \| Silicon Valley Bank Financing Facility, Second Advance
Line of Credit Facility [Line Items]
Maximum capacity					$ 6,000,000
Amount drawn				$ 6,000,000

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 331	$ 271	$ 794	$ 769

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 767	$ 127	$ 2,555	$ 1,203
Recognized at a point in time
Disaggregation of Revenue [Line Items]
Total revenues	652	127	1,402	1,160
Recognized over time
Disaggregation of Revenue [Line Items]
Total revenues	115	0	1,153	43
United States
Disaggregation of Revenue [Line Items]
Total revenues	130	44	1,777	431
Germany
Disaggregation of Revenue [Line Items]
Total revenues	12	16	12	516
Europe
Disaggregation of Revenue [Line Items]
Total revenues	610	47	730	111
Asia
Disaggregation of Revenue [Line Items]
Total revenues	$ 15	$ 20	$ 36	$ 145

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 32
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Leases - Operating Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 602	$ 1,780
Variable lease cost	62	171
Total operating lease cost	$ 664	$ 1,951

Inventories - Components of Inventory, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 2,138	$ 1,544
Work in-process	1,825	2,447
Finished goods	61	94
Total inventory, net	$ 4,024	$ 4,085

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 13	$ 0	$ 39	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principle of Consolidation	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.
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, convertible notes, embedded derivative and warrant liabilities, fair value of common stock, and stock-based compensation.
Segment Reporting	The Company manages its 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 the Company's Chief Executive Officer (“CEO”). The CEO decides how to allocate resources and assesses the Company’s performance based upon consolidated financial information. All of the Company's sales were made to customers (in USD) located in the U.S., Europe, and Asia through AEye, Inc.
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”).
Leases	The Company determines if an arrangement is or contains a lease at inception. The Company evaluates the classification of leases at commencement, and, as necessary, at modification. Operating leases, consisting of office leases, are included in Right-of-use ("ROU") assets, Accrued expenses and other current liabilities, and Operating lease liabilities, noncurrent, on the Company's consolidated balance sheets. The Company did not have any finance leases as of September 30, 2022 and December 31, 2021. ROU assets represent the Company's right to an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made prior to lease commencement and initial direct costs and excludes lease incentives. Variable lease payments not dependent on an index or a rate are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. As most of the Company's leases do not include an implicit rate, the Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of future payments. The incremental borrowing rate is a hypothetical rate based on the Company's understanding of what its credit rating would be for a secured borrowing when the lease was executed. The Company's lease term includes the noncancelable period, any rent-free periods provided by the lessor, and options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term and is included in operating expenses on the consolidated statements of operations and comprehensive loss. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real estate leases.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance. The warrants assumed in connection with the 2022 convertible note are accounted for in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed consolidated statements of operations.
Convertible Notes	Convertible Notes The Company elected to early adopt Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The Company has elected to apply the fair value option to the 2022 convertible note on the date that the Company first recognized the convertible note on September 15, 2022. The Company acknowledges that its election to apply the fair value option is irrevocable. The Company recognized costs incurred upon issuance of the 2022 convertible note as an expense in its consolidated income statement for the nine months ended September 30, 2022. The 2022 convertible note will be classified and presented as a current liability on the Consolidated Balance Sheet as of September 30, 2022. Changes in fair value will be recorded in the condensed consolidated statements of operations and changes in fair value related to credit risk will be recorded in other comprehensive loss.
Recent Accounting Pronouncements and Recently Adopted Accounting Guidance	In June 2016, the Financial Accounting Standards Board, ("FASB"), issued Accounting Standards Update ("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.In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02. FASB Accounting Standards Codification ("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 Company adopted this new standard on January 1, 2022 using the Effective Date Method. Upon adoption, the Company recorded net ROU assets and lease liabilities of $16,284 and $19,921, respectively, and a reversal of deferred rent of $3,032; there were no cumulative effect adjustments as of January 1, 2022. The standard did not have a material effect on the Company's consolidated statements of operations and comprehensive loss and the consolidated statement of cash flows. The Company elected the transition practical expedient package, which among other things, allows the carryforward of historical lease classifications. The Company will continue to apply ASC Topic 840, Leases, prior to January 1, 2022, including Topic 840 disclosure requirements, in the comparative periods presented. The Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets. 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. The Company adopted ASU 2019-12 as of January 1, 2022, and the Company's adoption did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023 for smaller reporting companies, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard using the modified retrospective method, effective January 1, 2022, and the Company's adoption did not have a material impact on the consolidated financial statements.

Other Noncurrent Assets (Tables)

9 Months Ended

Sep. 30, 2022

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

Schedule of Other Noncurrent Assets

Other noncurrent assets as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Non-current inventory	$	1,650	$	—
Long-term prepaid expenses	856		1,376
Security deposits	233		133
Total other noncurrent assets	$	2,739	$	1,509

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 08, 2022
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	333-259554
Entity Registrant Name	AEye, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	37-1827430
Entity Address, Address Line One	One Park Place
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Dublin
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94568
City Area Code	(925)
Local Phone Number	400-4366
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		161,058,732
Amendment Flag	false
Entity Central Index Key	0001818644
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	LIDR
Security Exchange Name	NASDAQ
Warrants
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase one share of common stock
Trading Symbol	LIDRW
Security Exchange Name	NASDAQ

Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract liabilities, current	$ 1,518		$ 2,287
Contract liabilities, noncurrent	0
Total	1,518	$ 245	$ 2,918
Contract with Customer, Liability [Roll Forward]
Beginning balance	2,918	660
Revenue recognized that was included in the contract liabilities beginning balance	(1,400)	(570)
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period	0	155
Ending balance	$ 1,518	$ 245

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
REVENUE:
Total revenues	$ 767	$ 127	$ 2,555	$ 1,203
Cost of revenue	2,708	466	5,617	1,537
Gross loss	(1,941)	(339)	(3,062)	(334)
OPERATING EXPENSES:
Research and development	8,971	7,468	28,309	19,030
Sales and marketing	4,466	2,991	14,405	6,489
General and administrative	7,896	6,086	29,053	13,846
Total operating expenses	21,333	16,545	71,767	39,365
LOSS FROM OPERATIONS	(23,274)	(16,884)	(74,829)	(39,699)
OTHER INCOME (EXPENSE):
Change in fair value of embedded derivative liability and warrant liabilities	16	341	125	222
Gain on PPP loan forgiveness	0	0	0	2,297
Interest income and other	335	69	1,109	74
Interest expense and other	(688)	(919)	(1,338)	(2,871)
Total other income (expense), net	(337)	(509)	(104)	(278)
Provision for income tax expense	13	0	39	0
Net loss	$ (23,624)	$ (17,393)	$ (74,972)	$ (39,977)
PER SHARE DATA
Net loss per common share (basic) (in dollars per share)	$ (0.15)	$ (0.15)	$ (0.48)	$ (0.39)
Net loss per common share (diluted) (in dollars per share)	$ (0.15)	$ (0.15)	$ (0.48)	$ (0.39)
Weighted average common shares outstanding (basic) (in shares)	159,312,203	114,891,595	156,702,000	102,953,263
Weighted average common shares outstanding (diluted) (in shares)	159,312,203	114,891,595	156,702,000	102,953,263
COMPREHENSIVE LOSS:
Net loss	$ (23,624)	$ (17,393)	$ (74,972)	$ (39,977)
Change in net unrealized loss on available-for-sale securities, net of tax	(84)	(42)	(1,322)	(42)
Net losses reclassified into income during the period, net of tax	77	0	77	0
Comprehensive loss	(23,631)	(17,435)	(76,217)	(40,019)
Prototype sales
REVENUE:
Total revenues	652	127	1,182	588
Development contracts
REVENUE:
Total revenues	$ 115	$ 0	$ 1,373	$ 615

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Accrued purchases and other	$	4,335	$	1,947
Operating lease liabilities - current	2,436		—
Accrued bonuses	1,102		3,408

Accrued payroll	1,084		957
Warranty reserve	465		275
Accrued payroll taxes	447		1,547
Income tax payable	19		—
Deferred rent - current	—		605
Accrued expenses and other current liabilities	$	9,888	$	8,739

Cash, Cash Equivalents, and Restricted Cash

9 Months Ended

Sep. 30, 2022

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents, and Restricted Cash

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash, cash equivalents (which consists entirely of money market funds), and restricted cash as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Cash and cash equivalents	$	58,490	$	14,183
Restricted cash	2,150		2,150
Total cash, cash equivalents, and restricted cash	$	60,640	$	16,333

Revenue - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
Revenue - Narrative (Details) $ in Thousands	Sep. 30, 2022 USD ($) performance_obligation	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) performance_obligation	Sep. 30, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Revenue	$ 767	$ 127	$ 2,555	$ 1,203
Prototype sales
Disaggregation of Revenue [Line Items]
Revenue	$ 652	127	$ 1,182	588
Number of performance obligations \| performance_obligation	1		1
Development contracts
Disaggregation of Revenue [Line Items]
Revenue	$ 115	0	$ 1,373	615
Revenue recognized for performance obligation satisfied	$ 115	$ 0	$ 1,373	$ 615

- Definition

+ References

+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

Level 2—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 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company's 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, 2020 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 Measured as of September 30, 2022 Using:
	Adjusted Cost		Unrealized losses		Fair Value		Cash and Cash Equivalent		Marketable Securities
Assets
Level 1
Money market funds	$	47,850	$	—	$	47,850	$	47,850	$	—
Level 2
Asset-backed securities	$	3,509	$	(140)	$	3,369	$	—	$	3,369
Corporate bonds	21,867		(410)		21,457		—		21,457

U.S. Government securities	29,959		(1,086)		28,873		—		28,873
Total financial assets	$	103,185	$	(1,636)	$	101,549	$	47,850	$	53,699
Liabilities
Level 2
Private placement warrant liability	$	—	$	—	$	30	$	—	$	—
Level 3
Convertible notes	$	—	$	—	$	9,512	$	—	$	—
Derivative warrant liability	—		—		488		—		—
Total financial liabilities	$	—	$	—	$	10,030	$	—	$	—


	Fair Value 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	$	—	$	—

As of September 30, 2022 and 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.

2022 Convertible Note: On September 15, 2022, the Company entered into a convertible note agreement with a face value of $10,500,000 (the "2022 Note"). The Company elected the fair value option to account for the 2022 Note. The fair value estimate of the 2022 Note was based on a binomial lattice model, which represents Level 3 measurements. Significant assumptions include the discount rate used in the model. Changes in fair value are recognized in other income (expense) for each reporting period. Refer to Note 12 for details of the terms and conditions of the 2022 Note.

Derivative Warrant Liability: The Company’s derivative warrant liability includes the warrants that were issued by the Company as part of the 2022 Note. The warrants are recorded on the consolidated balance sheets at fair value. The fair value is based on unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The fair value estimate of the warrants was based on a Monte-Carlo simulation model. Inherent in a Monte-Carlo simulation model are assumptions related to price, volatility, risk-free interest rate, term to expiration, and dividend yield. The price is based on the publicly traded price of our Common Stock as of the measurement date. The Company estimated the volatility for the warrants based on the historical and implied volatilities of the Company's publicly traded warrants under the symbol "LIDRW." The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the warrants. The term to expiration was calculated as the contractual term of the warrants of 4 years. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. Changes in fair value are recognized in other income (expense) for each reporting period. Derivative Warrant Liability is included within other noncurrent liabilities on the consolidated balance sheets.

Private Placement Warrant Liability: As of September 30, 2022, Level 2 fair value measurements were used for Private Placement Warrant liabilities. Any changes in the fair value of the liability are reflected in Change in fair value of embedded derivative liability and warrant liabilities on the consolidated statements of operations and comprehensive loss. Private Placement Warrant liability is included within other noncurrent liabilities on the consolidated balance sheets.

For the nine months ended September 30, 2022 and year ended December 31, 2021, there were no transfers between Level 1 and Level 2 inputs.

There following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments for the nine months ended September 30, 2022:


	2022 Convertible Note		Derivative Warrant Liability		Total
Balance at December 31, 2021	$	—	$	—	$	—
Additions	9,512		488		10,000

Change in fair value included in other income (expense)	—		—		—
Balance at September 30, 2022	$	9,512	$	488	$	10,000

- 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

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

Convertible Notes	9 Months Ended
Convertible Notes	Sep. 30, 2022
Debt Disclosure [Abstract]
Convertible Notes	BORROWINGS Silicon Valley Bank Financing Facility On April 26, 2021, the Company entered into a loan and security agreement (the “Loan 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 Loan Agreement, the Lender was obligated to make a term loan advance to the Company of $4,000. Subject to the terms and conditions of the Loan Agreement, and upon the Company’s request, the Lender was obligated to 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 Loan Agreement, $4,000 was drawn. On May 13, 2021, an 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. 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 Coronavirus Aid, Relief, and Economic Security ("CARES") Act. As of September 30, 2022 and December 31, 2021, there were no borrowings outstanding. CONVERTIBLE NOTES 2020 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 of October 31, 2021. In connection with the Business Combination on August 16, 2021, all outstanding principal of $38,045 and unpaid accrued interest on 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, on each of September 30, 2022 and December 31, 2021, the convertible notes balance was $0. 2022 Convertible Note On September 14, 2022, the Company entered into a Securities Purchase Agreement with an investor allowing for the sale and issue of two convertible notes, each with a principal balance of $10,500 and cash proceeds of $10,000, for a total of $20,000 in proceeds between the two issuances (each, a "Note Closing"). The first Note Closing ("First Closing") occurred on September 15, 2022, and the Company entered into a Senior Unsecured Convertible Note with the investor pursuant to which the Company issued to the investor one convertible note ("2022 Note") with a principal balance of $10,500 for cash proceeds of $10,000. As part of the First Closing, the Company also issued warrants to the investor - see Note 14 for further details. The second Note Closing ("Second Closing") may occur, at the Company's option, no earlier than the ninetieth (90th) calendar day after the First Closing, provided that the Company meets certain equity conditions. Additional warrants would be issued to the investor upon the Second Closing. The 2022 Note bears interest at an annual rate of 5.0%, in addition to an original issue discount of 4.76%, and has a maturity date of March 15, 2024 ("Maturity Date"). The interest may be settled in cash or shares at the option of the Company and is payable together with monthly redemptions of the outstanding principal amount of the Note. Beginning December 15, 2022, and the first of each subsequent month (each a "Monthly Redemption Date" or an "Installment Date"), the Company shall redeem the Monthly Redemption Amount until the 2022 Note is fully redeemed, payable in cash or, so long as certain equity conditions are met, shares of Common Stock at the option of the Company. The equity conditions that must be met in order for the Company to settle the Monthly Redemption Amount in shares include requirements for the daily volume weighted average price of the Company's Common Stock to exceed $0.33 and the average daily trading volume of the Company's Common Stock to exceed $500,000 for the twenty (20) trading days prior to the applicable Installment Notice Date (which is the sixth (6th) trading day prior to each Installment Date). The Monthly Redemption Amount, in most instances, will be 1/15th of the original principal amount, plus any amount accelerated pursuant to the 2022 Note, accrued but unpaid interest, and late fees, if any. If the Company elects to settle such redemptions in shares of Common Stock, the number of shares to be settled shall be based on a conversion price equal to the lower of (i) $2.50 or (ii) 95% of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately preceding the applicable Monthly Redemption Date. If the Company elects to settle redemptions in cash, the Monthly Redemption Amount shall include a 5% premium. The investor is permitted to accelerate up to four (4) Monthly Redemption Amounts in any calendar month. The 2022 Note may also be converted at the option of the investor, in whole or in part, into shares of Common Stock at any time and from time to time. If, at any time while the 2022 Note is outstanding, the Company carries out one or more capital raises in excess of $5,000,000 in gross proceeds each, the investor shall have the right to require the Company to first use up to 30% of the gross proceeds of each capital raise to redeem all or a portion of the 2022 Note for an amount in cash (such amount, the "Mandatory Redemption Amount") equal to the sum of (a) 1.05 multiplied by the sum of the principal amount subject to the Mandatory Redemption and accrued but unpaid interest and (b) 1.00 multiplied by the sum of the Make-Whole amount, if any, and any other amounts, if any, then owing to the investor in respect of the 2022 Note (a "Mandatory Redemption"). The Make-Whole amount is defined as an amount equal to the additional interest that would accrue under the 2022 Note assuming for calculation purposes that the principal of the 2022 Note remained outstanding through the Maturity Date. The 2022 Note may not be converted into Common Stock to the extent such conversion would result in the investor and its affiliates having beneficial ownership of more than 9.99% of our then outstanding shares of Common Stock. The Company and investor entered into a registration rights agreement (the “Registration Rights Agreement”) to which the Company is required to file a registration statement registering the resale by the investor of any shares of the Company’s common stock issuable upon conversion, including the resale of shares issuable upon exercise of the associated warrants. The Company is required to meet certain obligations with respect to the timeliness of the filing and effectiveness of the registration statement. The Company filed such registration statement on October 19, 2022, which was declared effective by the U.S. Securities and Exchange Commission on October 27, 2022. The Company elected to apply the fair value option to the measurement of the 2022 Note. As a result of adopting the fair value option no embedded derivatives should be bifurcated from the 2022 Note. The Company classifies the 2022 Note as a liability at fair value and will remeasure the 2022 Note to fair value at each reporting period. The total proceeds received from the investor of $10,000 should be allocated between the 2022 Note and the related warrants issued using the relative fair value method at issuance date. This resulted in an initial fair value of $9,512 being allocated to the 2022 Note, and $488 allocated to the associated warrants (see Note 3 for further details). The Company recorded total issuance costs of $381, representing placement agent and legal fees, within Interest expense and other on the consolidated statement of operations. The fair value measurement includes the assumption of accrued interest and expense and thus a separate amount is not reflected on the consolidated statement of operations. As of September 30, 2022, the 2022 Note has outstanding principal of $10,500 and is recorded as a current liability at the initial fair value of $9,512. The Company evaluated the Second Closing and associated warrants to be a contingently issuable financial asset with a fair value of zero at inception in accordance with ASC 815-40 Contracts in an Entity's own Equity. The contingently issuable warrants are considered issued for accounting purposes - see Note 14 for further details. 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 Financing Stock needed to settle 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 September 30, 2022 and December 31, 2021, the fair value of the embedded derivative liability was $0.

- 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
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

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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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of Reverse Recapitalization


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 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


	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

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

LEASESThe Company primarily leases office facilities in Northern California under noncancelable operating leases expiring at various dates through November 2026. Some of the Company's leases include options to renew, with renewal terms that, if exercised by the Company, extend the lease term from two to five years. The exercise of these renewal options is at the Company's discretion. The Company's lease agreements do not contain any material terms and conditions of residual value guarantees or material restrictive covenants. The Company's short-term lease expense was determined to not be material.

The components of operating lease expenses for the three and nine months ended September 30, 2022 are as follows (in thousands):


	Three months ended		Nine months ended
	September 30, 2022		September 30, 2022
	(Unaudited)		(Unaudited)
Operating lease cost	$	602	$	1,780
Variable lease cost	62		171
Total operating lease cost	$	664	$	1,951

Supplemental cash flow information for the nine months ended September 30, 2022 were as follows (in thousands):


	September 30, 2022
	(Unaudited)
Cash paid for operating leases included in operating cash flows	$	(983)

Supplemental balance sheet information related to operating leases was as follows (in thousands):


	As of September 30, 2022
	(Unaudited)

Operating lease right-of-use assets	$	15,847

Operating lease liabilities:
Operating lease liabilities, current	$	2,436
Operating lease liabilities, non-current	17,058
Total operating lease liabilities	$	19,494


	As of September 30, 2022
	(Unaudited)
Weighted average remaining lease term (in years)	9.26
Weighted average discount rate	5.35	%

Maturities of lease liabilities were as follows (in thousands):


	Operating leases
Years ended:	(Unaudited)
2022 (remaining three months)	$	616
2023	2,516
2024	2,570
2025	2,583
2026	2,660
Thereafter	13,817
Total lease payments	24,762
Less amount to discount to present value	(5,268)
Present value of lease liabilities	$	19,494

Disclosures under ASC 840, Leases

The Company recognizes rent expense on a straight-line basis over the lease period. Rent expense is principally for leased office space and was $1,421 within operating expenses in the consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021. Deferred rent liabilities, including unamortized leasehold improvement incentives was $3,776 as of September 30, 2021 within the consolidated balance sheet.

Future minimum payments as of September 30, 2021 under the noncancellable operating leases are as follows (in thousands):


	Operating leases
	(Unaudited)
Years ended:
2021 (remaining three months)	$	575
2022	2,330
2023	2,342
2024	2,412
2025 and after	4,824
Total minimum lease payments	$	12,483

Recapitalization

9 Months Ended

Sep. 30, 2022

Reverse Recapitalization [Abstract]

Recapitalization

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 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 12). 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 has initiated litigation to enforce the terms of that investor's PIPE Subscription Agreement.

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 5 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 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

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (74,972)	$ (39,977)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	794	769
Noncash lease expense relating to operating lease right-of-use assets	993
Inventory write-downs, net of scrapped inventory	576	0
Change in fair value of embedded derivative liability and warrant liabilities	(125)	(222)
Noncash gain on PPP loan forgiveness	0	(2,297)
Stock-based compensation	18,003	6,522
Amortization of debt issuance costs	0	725
Amortization of debt discount	0	752
Amortization of premiums on marketable securities, net of accretion of discounts	77	0
Amortization of premiums on marketable securities, net of change in accrued interest	1,211	47
Other	0	286
Changes in operating assets and liabilities:
Accounts receivable, net	3,598	9
Inventories, current and noncurrent, net	(2,256)	(2,197)
Prepaid and other current assets	(445)	(5,305)
Other noncurrent assets	420	(142)
Accounts payable	(1,236)	840
Accrued expenses and other current liabilities	220	1,417
Operating lease liabilities	(983)	0
Deferred rent		(400)
Contract liabilities	(1,400)	(415)
Net cash used in operating activities	(55,525)	(39,588)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(3,402)	(713)
Purchase of available-for-sale securities	0	(129,999)
Proceeds from redemptions and maturities of marketable securities	93,592	0
Net cash provided by (used in) operating activities	90,190	(130,712)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	1,032	100
Proceeds from Business Combination and PIPE financing	0	256,811
Transaction costs related to Business Combination and PIPE financing	0	(50,985)
Proceeds from the issuance of convertible notes	10,000	8,045
Proceeds from bank loan	0	10,000
Principal payments on bank loans	0	(13,333)
Payment of debt issuance costs	0	(717)
Repurchase of stock options	0	(1,500)
Taxes paid related to the net share settlement of equity awards	(4,252)	0
Proceeds from issuance of common stock under the Common Stock Purchase Agreement	2,891	0
Stock issuance costs related to the Common Stock Purchase Agreement	(29)	0
Net cash provided by financing activities	9,642	208,421
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	44,307	38,121
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	16,333	16,497
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Ending	60,640	54,618
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	20	0
Cash paid for interest	0	358
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment included in accounts payable and accrued liabilities	154	26
Taxes related to net share settlement of equity awards included in accrued liabilities	9	325
Operating lease right-of-use assets obtained in exchange for lease obligations upon adoption of ASC 842	556
Financings costs included in accounts payable and accrued liabilities	0	1,387
Conversion of Series A and Series B preferred stock into Class A common stock	0	62,639
Conversion of Convertible notes and accrued interest into Class A common stock	0	39,095
Assumption of the private placement warrant liability in connection with Business Combination	0	268
Transaction costs paid in 2020, previously recorded to other non-current assets and reclassified to additional paid-in capital in 2021	0	289
Issuance of Class A common stock in lieu of cash retainer	0	$ 10
Cumulative Effect, Period of Adoption, Adjustment
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Operating lease right-of-use assets obtained in exchange for lease obligations upon adoption of ASC 842	$ 16,284

Inventories

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Inventories

INVENTORIES

Inventory, net of write-downs, as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Raw materials	$	2,138	$	1,544
Work in-process	1,825		2,447
Finished goods	61		94
Total inventory, net	$	4,024	$	4,085

The Company also had $1,650 and $0 of non-current inventory (raw materials) classified within Other noncurrent assets on the condensed consolidated balance sheet as of September 30, 2022 and December 31, 2021, respectively.

The Company's inventory as of September 30, 2022 and December 31, 2021 was written down by $1,002 and $1,122, respectively, in order to reduce inventory to the lower of cost or to its net realizable value.

Borrowings	9 Months Ended
Borrowings	Sep. 30, 2022
Debt Disclosure [Abstract]
Borrowings	BORROWINGS Silicon Valley Bank Financing Facility On April 26, 2021, the Company entered into a loan and security agreement (the “Loan 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 Loan Agreement, the Lender was obligated to make a term loan advance to the Company of $4,000. Subject to the terms and conditions of the Loan Agreement, and upon the Company’s request, the Lender was obligated to 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 Loan Agreement, $4,000 was drawn. On May 13, 2021, an 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. 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 Coronavirus Aid, Relief, and Economic Security ("CARES") Act. As of September 30, 2022 and December 31, 2021, there were no borrowings outstanding. CONVERTIBLE NOTES 2020 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 of October 31, 2021. In connection with the Business Combination on August 16, 2021, all outstanding principal of $38,045 and unpaid accrued interest on 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, on each of September 30, 2022 and December 31, 2021, the convertible notes balance was $0. 2022 Convertible Note On September 14, 2022, the Company entered into a Securities Purchase Agreement with an investor allowing for the sale and issue of two convertible notes, each with a principal balance of $10,500 and cash proceeds of $10,000, for a total of $20,000 in proceeds between the two issuances (each, a "Note Closing"). The first Note Closing ("First Closing") occurred on September 15, 2022, and the Company entered into a Senior Unsecured Convertible Note with the investor pursuant to which the Company issued to the investor one convertible note ("2022 Note") with a principal balance of $10,500 for cash proceeds of $10,000. As part of the First Closing, the Company also issued warrants to the investor - see Note 14 for further details. The second Note Closing ("Second Closing") may occur, at the Company's option, no earlier than the ninetieth (90th) calendar day after the First Closing, provided that the Company meets certain equity conditions. Additional warrants would be issued to the investor upon the Second Closing. The 2022 Note bears interest at an annual rate of 5.0%, in addition to an original issue discount of 4.76%, and has a maturity date of March 15, 2024 ("Maturity Date"). The interest may be settled in cash or shares at the option of the Company and is payable together with monthly redemptions of the outstanding principal amount of the Note. Beginning December 15, 2022, and the first of each subsequent month (each a "Monthly Redemption Date" or an "Installment Date"), the Company shall redeem the Monthly Redemption Amount until the 2022 Note is fully redeemed, payable in cash or, so long as certain equity conditions are met, shares of Common Stock at the option of the Company. The equity conditions that must be met in order for the Company to settle the Monthly Redemption Amount in shares include requirements for the daily volume weighted average price of the Company's Common Stock to exceed $0.33 and the average daily trading volume of the Company's Common Stock to exceed $500,000 for the twenty (20) trading days prior to the applicable Installment Notice Date (which is the sixth (6th) trading day prior to each Installment Date). The Monthly Redemption Amount, in most instances, will be 1/15th of the original principal amount, plus any amount accelerated pursuant to the 2022 Note, accrued but unpaid interest, and late fees, if any. If the Company elects to settle such redemptions in shares of Common Stock, the number of shares to be settled shall be based on a conversion price equal to the lower of (i) $2.50 or (ii) 95% of the lowest daily volume weighted average price of the Common Stock during the five (5) trading days immediately preceding the applicable Monthly Redemption Date. If the Company elects to settle redemptions in cash, the Monthly Redemption Amount shall include a 5% premium. The investor is permitted to accelerate up to four (4) Monthly Redemption Amounts in any calendar month. The 2022 Note may also be converted at the option of the investor, in whole or in part, into shares of Common Stock at any time and from time to time. If, at any time while the 2022 Note is outstanding, the Company carries out one or more capital raises in excess of $5,000,000 in gross proceeds each, the investor shall have the right to require the Company to first use up to 30% of the gross proceeds of each capital raise to redeem all or a portion of the 2022 Note for an amount in cash (such amount, the "Mandatory Redemption Amount") equal to the sum of (a) 1.05 multiplied by the sum of the principal amount subject to the Mandatory Redemption and accrued but unpaid interest and (b) 1.00 multiplied by the sum of the Make-Whole amount, if any, and any other amounts, if any, then owing to the investor in respect of the 2022 Note (a "Mandatory Redemption"). The Make-Whole amount is defined as an amount equal to the additional interest that would accrue under the 2022 Note assuming for calculation purposes that the principal of the 2022 Note remained outstanding through the Maturity Date. The 2022 Note may not be converted into Common Stock to the extent such conversion would result in the investor and its affiliates having beneficial ownership of more than 9.99% of our then outstanding shares of Common Stock. The Company and investor entered into a registration rights agreement (the “Registration Rights Agreement”) to which the Company is required to file a registration statement registering the resale by the investor of any shares of the Company’s common stock issuable upon conversion, including the resale of shares issuable upon exercise of the associated warrants. The Company is required to meet certain obligations with respect to the timeliness of the filing and effectiveness of the registration statement. The Company filed such registration statement on October 19, 2022, which was declared effective by the U.S. Securities and Exchange Commission on October 27, 2022. The Company elected to apply the fair value option to the measurement of the 2022 Note. As a result of adopting the fair value option no embedded derivatives should be bifurcated from the 2022 Note. The Company classifies the 2022 Note as a liability at fair value and will remeasure the 2022 Note to fair value at each reporting period. The total proceeds received from the investor of $10,000 should be allocated between the 2022 Note and the related warrants issued using the relative fair value method at issuance date. This resulted in an initial fair value of $9,512 being allocated to the 2022 Note, and $488 allocated to the associated warrants (see Note 3 for further details). The Company recorded total issuance costs of $381, representing placement agent and legal fees, within Interest expense and other on the consolidated statement of operations. The fair value measurement includes the assumption of accrued interest and expense and thus a separate amount is not reflected on the consolidated statement of operations. As of September 30, 2022, the 2022 Note has outstanding principal of $10,500 and is recorded as a current liability at the initial fair value of $9,512. The Company evaluated the Second Closing and associated warrants to be a contingently issuable financial asset with a fair value of zero at inception in accordance with ASC 815-40 Contracts in an Entity's own Equity. The contingently issuable warrants are considered issued for accounting purposes - see Note 14 for further details. 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 Financing Stock needed to settle 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 September 30, 2022 and December 31, 2021, the fair value of the embedded derivative liability was $0.

- Definition

+ References

+ Details

Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
2022 (remaining three months)	$ 616
2023	2,516
2024	2,570
2025	2,583
2026	2,660
Thereafter	13,817
Total lease payments	24,762
Less amount to discount to present value	(5,268)
Present value of lease liabilities	$ 19,494

Convertible Notes (Details)					3 Months Ended		7 Months Ended	9 Months Ended	12 Months Ended
Convertible Notes (Details)	Dec. 15, 2022 USD ($) d $ / shares	Dec. 14, 2022 d $ / shares	Sep. 15, 2022 USD ($) issuance d redemptionAmount	Aug. 16, 2021 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($) shares	Aug. 15, 2021 shares	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Convertible note issuance costs					$ 381,000	$ 0		$ 0
Convertible Debt
Debt Instrument [Line Items]
Maximum beneficial ownership percentage allowed if converted			9.99%
Common Stock
Debt Instrument [Line Items]
Conversion of convertible notes and accrued interest into Class A common stock (in shares) \| shares				20,778,097		20,778,097	20,778,097
2020 Notes
Debt Instrument [Line Items]
Maximum amount of convertible equity instruments issuable									$ 40,000,000
2020 Notes \| Convertible Debt
Debt Instrument [Line Items]
Interest rate									3.00%
Convertible notes balance				$ 38,045,000	0					$ 0
Debt conversion multiplier percentage									90.00%
Embedded derivative liability					0				$ 1,520,000	$ 0
2022 Notes
Debt Instrument [Line Items]
Proceeds from the issuance of convertible notes			$ 20,000
Convertible Debt, Number Of Issuances \| issuance			2
Number of monthly redemption amounts that can be accelerated in any calendar month \| redemptionAmount			4
Capital raise threshold amount			$ 5,000,000
Capital raise threshold amount, percentage required to be used to redeem debt			30.00%
Mandatory redemption smount, principal and unpaid interest multiplier			105.00%
Mandatory redemption amount, make-whole amount multiplier			100.00%
Convertible notes			$ 9,512,000		9,512,000
Warrant, fair value disclosure			$ 488,000
2022 Notes \| Convertible Debt
Debt Instrument [Line Items]
Interest rate			5.00%
Debt instrument, face amount					$ 10,500,000
Discount on issuance, percentage			4.76%
Convertible note issuance costs			$ 381,000
2022 Notes \| Convertible Debt \| Forecast
Debt Instrument [Line Items]
Monthly redemption weighted average price (in dollars per share) \| $ / shares	$ 0.33
Minimum average daily trading volume	$ 500,000
Trading days prior to the installment notice date \| d	20
Trading days prior to the installment date \| d	6
Convertible, conversion price (in dollars per share) \| $ / shares		$ 2.50
Threshold percentage of stock price trigger		95.00%
Convertible, consecutive trading days \| d		5
Monthly redemption premium, percentage		5.00%
2022 Notes, First Closing
Debt Instrument [Line Items]
Proceeds from the issuance of convertible notes			10,000,000
2022 Notes, First Closing \| Convertible Debt
Debt Instrument [Line Items]
Debt instrument, face amount			$ 10,500,000
2022 Notes, Second Closing
Debt Instrument [Line Items]
Trading days after agreement for issuance \| d			90

Cash, Cash Equivalents, and Restricted Cash (Tables)

9 Months Ended

Sep. 30, 2022

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 September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Cash and cash equivalents	$	58,490	$	14,183
Restricted cash	2,150		2,150
Total cash, cash equivalents, and restricted cash	$	60,640	$	16,333

Schedule of Restricted Cash

Cash, cash equivalents (which consists entirely of money market funds), and restricted cash as of September 30, 2022 and December 31, 2021 were as follows (in thousands):


	September 30, 2022		December 31, 2021
	(unaudited)
Cash and cash equivalents	$	58,490	$	14,183
Restricted cash	2,150		2,150
Total cash, cash equivalents, and restricted cash	$	60,640	$	16,333

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	As previously reported	Retroactive application of recapitalization (Note 2)	Preferred Stock	Preferred Stock As previously reported	Preferred Stock Retroactive application of recapitalization (Note 2)	Common Stock	Common Stock As previously reported	Common Stock Retroactive application of recapitalization (Note 2)	Additional Paid-in Capital	Additional Paid-in Capital As previously reported	Additional Paid-in Capital Retroactive application of recapitalization (Note 2)	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss As previously reported	Accumulated Other Comprehensive Loss Retroactive application of recapitalization (Note 2)	Accumulated Deficit	Accumulated Deficit As previously reported	Accumulated Deficit Retroactive application of recapitalization (Note 2)
Beginning balance (in shares) at Dec. 31, 2020				0	16,383,725	(16,383,725)
Beginning balance (in shares) at Dec. 31, 2020							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	1,610									1,610
Issuance of common stock upon exercise of stock options (in shares)							171,724
Issuance of common stock upon exercise of stock options	85									85
Repurchase of common stock (in shares)							0
Net loss	(11,509)															(11,509)
Ending balance (in shares) at Mar. 31, 2021							101,458,369
Ending balance (in shares) at Mar. 31, 2021				0
Ending balance at Mar. 31, 2021	(28,039)			$ 0			$ 10			70,244			0			(98,293)
Beginning balance (in shares) at Dec. 31, 2020				0	16,383,725	(16,383,725)
Beginning balance (in shares) at Dec. 31, 2020							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]
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
Ending balance (in shares) at Aug. 15, 2021	16,383,725
Beginning balance (in shares) at Dec. 31, 2020				0	16,383,725	(16,383,725)
Beginning balance (in shares) at Dec. 31, 2020							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]
Change in net unrealized loss on available-for-sale securities, net of tax	(42)
Net loss	(39,977)
Ending balance (in shares) at Sep. 30, 2021							154,565,671
Ending balance (in shares) at Sep. 30, 2021				0
Ending balance at Sep. 30, 2021	189,530			$ 0			$ 15			316,318			(42)			(126,761)
Beginning balance (in shares) at Mar. 31, 2021				0
Beginning balance (in shares) at Mar. 31, 2021							101,458,369
Beginning balance at Mar. 31, 2021	(28,039)			$ 0			$ 10			70,244			0			(98,293)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	2,620									2,620
Issuance of common stock upon exercise of stock options (in shares)							8,478
Issuance of common stock upon exercise of stock options	4									4
Net loss	(11,075)															(11,075)
Ending balance (in shares) at Jun. 30, 2021							101,466,847
Ending balance (in shares) at Jun. 30, 2021				0
Ending balance at Jun. 30, 2021	(36,490)			$ 0			$ 10			72,868			0			(109,368)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	2,282									2,282
Issuance of common stock upon exercise of stock options (in shares)							23,917
Issuance of common stock upon exercise of stock options	11									11
Issuance of common stock upon vesting of restricted stock units (in shares)							197,759
Taxes related to net share settlement of equity awards (in shares)							(37,561)
Taxes related to net share settlement of equity awards	(325)									(325)
Change in net unrealized loss on available-for-sale securities, net of tax	(42)												(42)
Issuance of common stock in lieu of cash retainer (in shares)							1,171
Issuance of common stock in lieu of cash retainer	10									10
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
Offering cost in connection with 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)
Repurchase of stock options	(1,500)									(1,500)
Net loss	(17,393)															(17,393)
Ending balance (in shares) at Sep. 30, 2021							154,565,671
Ending balance (in shares) at Sep. 30, 2021				0
Ending balance at Sep. 30, 2021	$ 189,530			$ 0			$ 15			316,318			(42)			(126,761)
Beginning balance (in shares) at Aug. 15, 2021	16,383,725
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of convertible notes and accrued interest into Class A common stock (in shares)							20,778,097
Ending balance (in shares) at Aug. 16, 2021	154,404,302
Beginning balance (in shares) at Dec. 31, 2021	0			0
Beginning balance (in shares) at Dec. 31, 2021	155,137,237						155,137,237
Beginning balance at Dec. 31, 2021	$ 168,767			$ 0			$ 16			320,937			(391)			(151,795)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	5,340									5,340
Issuance of common stock upon exercise of stock options (in shares)							656,303
Issuance of common stock upon exercise of stock options	222									222
Issuance of common stock upon vesting of restricted stock units (in shares)							856,917
Taxes related to net share settlement of equity awards (in shares)							(285,533)
Taxes related to net share settlement of equity awards	(1,149)									(1,149)
Change in net unrealized loss on available-for-sale securities, net of tax	(1,056)												(1,056)
Net loss	(24,881)															(24,881)
Ending balance (in shares) at Mar. 31, 2022							156,364,924
Ending balance (in shares) at Mar. 31, 2022				0
Ending balance at Mar. 31, 2022	$ 147,243			$ 0			$ 16			325,350			(1,447)			(176,676)
Beginning balance (in shares) at Dec. 31, 2021	0			0
Beginning balance (in shares) at Dec. 31, 2021	155,137,237						155,137,237
Beginning balance at Dec. 31, 2021	$ 168,767			$ 0			$ 16			320,937			(391)			(151,795)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	2,776,029
Change in net unrealized loss on available-for-sale securities, net of tax	$ (1,322)
Net loss	$ (74,972)
Ending balance (in shares) at Sep. 30, 2022	160,837,846						160,837,846
Ending balance (in shares) at Sep. 30, 2022	0			0
Ending balance at Sep. 30, 2022	$ 111,021			$ 0			$ 16			339,408			(1,636)			(226,767)
Beginning balance (in shares) at Mar. 31, 2022				0
Beginning balance (in shares) at Mar. 31, 2022							156,364,924
Beginning balance at Mar. 31, 2022	147,243			$ 0			$ 16			325,350			(1,447)			(176,676)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	6,557									6,557
Issuance of common stock upon exercise of stock options (in shares)							1,105,298
Issuance of common stock upon exercise of stock options	446									446
Issuance of common stock upon vesting of restricted stock units (in shares)							883,318
Taxes related to net share settlement of equity awards (in shares)							(312,920)
Taxes related to net share settlement of equity awards	(1,431)									(1,431)
Issuance of common stock under Common Stock Purchase Agreement (in shares)							435,000
Issuance of common stock under the Common Stock Purchase Agreement	1,422									1,422
Issuance of stock upon exercise of public warrants (in shares)							10
Change in net unrealized loss on available-for-sale securities, net of tax	(182)												(182)
Net loss	(26,467)															(26,467)
Ending balance (in shares) at Jun. 30, 2022							158,475,630
Ending balance (in shares) at Jun. 30, 2022				0
Ending balance at Jun. 30, 2022	127,588			$ 0			$ 16			332,344			(1,629)			(203,143)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	6,106									6,106
Issuance of common stock upon exercise of stock options (in shares)							1,014,428
Issuance of common stock upon exercise of stock options	364									364
Issuance of common stock upon vesting of restricted stock units (in shares)							976,852
Taxes related to net share settlement of equity awards (in shares)							(339,064)
Taxes related to net share settlement of equity awards	(846)									(846)
Issuance of common stock under Common Stock Purchase Agreement (in shares)							710,000
Issuance of common stock under the Common Stock Purchase Agreement	1,469									1,469
Change in net unrealized loss on available-for-sale securities, net of tax	(84)
Transaction costs related to Common Stock Purchase Agreement	(29)									(29)
Other comprehensive loss, net of tax	(7)												(7)
Net loss	$ (23,624)															(23,624)
Ending balance (in shares) at Sep. 30, 2022	160,837,846						160,837,846
Ending balance (in shares) at Sep. 30, 2022	0			0
Ending balance at Sep. 30, 2022	$ 111,021			$ 0			$ 16			$ 339,408			$ (1,636)			$ (226,767)

Net Loss per Share - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net loss attributable to common stockholders	$ (23,624)	$ (26,467)	$ (24,881)	$ (17,393)	$ (11,075)	$ (11,509)	$ (74,972)	$ (39,977)
Denominator:
Weighted average common shares outstanding - Basic (in shares)	159,312,203			114,891,595			156,702,000	102,953,263
Dilutive effect of potential common shares (in shares)	0			0			0	0
Weighted average common shares outstanding - Diluted (in shares)	159,312,203			114,891,595			156,702,000	102,953,263
Net loss per share attributable to common stockholders - (basic) (in dollars per share)	$ (0.15)			$ (0.15)			$ (0.48)	$ (0.39)
Net loss per share attributable to common stockholders - (diluted) (in dollars per share)	$ (0.15)			$ (0.15)			$ (0.48)	$ (0.39)

- 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)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 11
-Subparagraph (b)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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-Subparagraph (SX 210.7-04(23))
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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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

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+ Details

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Operating Lease Expenses and Supplemental Cash Flow Information

The components of operating lease expenses for the three and nine months ended September 30, 2022 are as follows (in thousands):


	Three months ended		Nine months ended
	September 30, 2022		September 30, 2022
	(Unaudited)		(Unaudited)
Operating lease cost	$	602	$	1,780
Variable lease cost	62		171
Total operating lease cost	$	664	$	1,951

Supplemental cash flow information for the nine months ended September 30, 2022 were as follows (in thousands):


	September 30, 2022
	(Unaudited)
Cash paid for operating leases included in operating cash flows	$	(983)

Schedule of Supplemental Balance Sheet Information

Supplemental balance sheet information related to operating leases was as follows (in thousands):


	As of September 30, 2022
	(Unaudited)

Operating lease right-of-use assets	$	15,847

Operating lease liabilities:
Operating lease liabilities, current	$	2,436
Operating lease liabilities, non-current	17,058
Total operating lease liabilities	$	19,494


	As of September 30, 2022
	(Unaudited)
Weighted average remaining lease term (in years)	9.26
Weighted average discount rate	5.35	%

Schedule of Maturities of Lease Liabilities

Maturities of lease liabilities were as follows (in thousands):


	Operating leases
Years ended:	(Unaudited)
2022 (remaining three months)	$	616
2023	2,516
2024	2,570
2025	2,583
2026	2,660
Thereafter	13,817
Total lease payments	24,762
Less amount to discount to present value	(5,268)
Present value of lease liabilities	$	19,494

Schedule of Future Minimum Payments Under Noncancellable Operating Leases under ASC 840

Future minimum payments as of September 30, 2021 under the noncancellable operating leases are as follows (in thousands):


	Operating leases
	(Unaudited)
Years ended:
2021 (remaining three months)	$	575
2022	2,330
2023	2,342
2024	2,412
2025 and after	4,824
Total minimum lease payments	$	12,483