Subsequent Event

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Event

Subsequent EventOn March 14, 2022, the Company entered into a stock purchase agreement to acquire all issued and outstanding shares of capital stock of Freedom Photonics LLC (“Freedom Photonics”). The closing consideration was paid in the form of shares of Class A common stock of the Company and additional stock consideration would be due to the sellers if certain post-closing conditions are met. Management is in the process of making a determination whether some or all of the additional consideration is required to be reflected as compensation costs in the post-acquisition periods. The transaction closed on April 13, 2022. The

Company is currently finalizing the allocation of the purchase price which is expected to be allocated primarily to goodwill and intangible assets. Freedom Photonics is expected to be included as part of the Company’s Components segment.

On May 2, 2022, the Board of Directors of the Company granted an award of 10.8 million RSUs to Austin Russell, the Company’s Chief Executive Officer. This award represents Mr. Russell’s total compensation from the Company, and is subject to all of the following vesting conditions:

•Market condition: Upon achievement of stock price of $50 or more, $60 or more, and $70 or more. Stock price will be measured based on volume-weighted average price per share for 90 consecutive trading days;

•Service condition: Vesting over 7-years; and

•Performance condition: Upon start of production of one series production program.