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Acquisitions | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions Apparate USA LLC On January 19, 2021, the Company acquired 100% of the voting interests of Apparate USA LLC (“Uber Advanced Technologies Group” or “ATG”) which was a company developing self-driving technology. The acquisition date fair value of the consideration transferred for ATG was approximately $1,915,708 which consisted of stock consideration. The stock consideration transferred comprised 110,437,359 shares of the Company’s Series U-1 preferred stock and 252,194,518 shares of the Company’s common stock. The preferred stock was valued referencing the concurrent purchase of the Company’s Series U-2 redeemable convertible preferred stock. The common stock was valued based on the fair value as of January 19, 2021, as determined by a third-party valuation expert using an Option Pricing Method model. The transaction costs associated with the acquisition were $15,113 in the nine months ended September 30, 2021 and were recorded in selling, general and administrative. The Company accounted for the ATG acquisition as a business combination, and therefore the assets acquired and liabilities assumed were recognized at their fair values on the date of the ATG acquisition. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of the ATG acquisition:
|  | Fair Value |
Cash and cash equivalents |  | $ | 310,540 |  |
Prepaid expenses and other current assets |  | 6,229 |  |
Property and equipment, net |  | 63,395 |  |
Operating lease right-of-use assets |  | 41,915 |  |
Other assets |  | 18,351 |  |
Acquisition related intangible assets |  | 545,500 |  |
Goodwill |  | 1,060,159 |  |
Accounts payable |  | (1,860) |  |
Related party payable |  | (46,970) |  |
Accrued expenses and other current liabilities |  | (37,796) |  |
Operating lease liabilities |  | (40,413) |  |
Deferred tax liability |  | (3,342) |  |
Total |  | $ | 1,915,708 |  |
The sole identifiable intangible asset acquired in the ATG acquisition was in-process research and development (IPR&D) and has an indefinite useful life as of the date of the acquisition. The fair value of the IPR&D intangible asset was determined through a replacement cost approach, which identifies the costs that would be necessary to recreate the asset if the Company were to internally develop the acquired technology. Significant unobservable inputs include overhead costs, profit margin, opportunity cost, and obsolescence. The asset has not been placed into service and there have been no impairments related to the intangible asset as of September 30, 2022. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce, and is not deductible for tax purposes. During the nine months ended September 30, 2021, the Company recognized $7,873 in non-cash severance paid by the former parent of ATG. This amount was allocated from total equity consideration transferred. OURS Technology, Inc. On March 5, 2021, the Company acquired 100% of the voting interests in OURS Technology, Inc. (“OURS”), a silicon photonics company. The Company has included the financial results of OURS in the condensed consolidated financial statements prospectively from the date of acquisition. The OURS acquisition date fair value of the consideration transferred for OURS was approximately $40,821, which consisted of the following
|  | Fair Value |
Cash |  | $ | 16,107 |  |
Stock consideration |  | 24,105 |  |
Assumed liabilities related to third-party expenses |  | 609 |  |
Total |  | $ | 40,821 |  |
As part of the OURS acquisition, the Company assumed certain OURS compensation agreements, including the conversion of certain shares of OURS restricted stock into rights to receive the Company’s restricted stock, and assuming certain stock options with an estimated fair value of $3,789. For the stock options assumed, based on the service period related to the period prior to the OURS acquisition date, $2,145 was allocated to the purchase price, and $1,644 relating to post-acquisition services which will be recorded as operating expenses over the remaining requisite service periods. The stock consideration transferred comprised 6,064,675 shares of the Company’s common stock including 396,067 shares of restricted stock granted. The restricted stock awards (RSAs) were valued based on the March 5, 2021 fair value, as determined by a third party valuation expert using an Option Pricing Method model, and the estimated fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The RSAs vest monthly over a 2-year period starting on the vesting commencement date and expire once the holder ceases to be a service provider of the Company. The Company has accounted for the OURS acquisition as a business combination, and therefore the assets acquired and liabilities assumed were recognized at their fair values on the date of the OURS acquisition. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of the OURS acquisition:
|  | Fair Value |
Cash and cash equivalents |  | $ | 153 |  |
Prepaid expenses and other current assets |  | 23 |  |
Property and equipment, net |  | 218 |  |
Other assets |  | 9 |  |
Acquisition related intangible assets |  | 19,000 |  |
Goodwill |  | 23,477 |  |
Accounts payable |  | (46) |  |
Deferred tax liability |  | (2,013) |  |
Total |  | $ | 40,821 |  |
The sole identifiable intangible asset acquired in the OURS acquisition was in-process research and development (IPR&D) and has an indefinite useful life as of the date of the acquisition. The fair value of the IPR&D intangible asset was determined through a replacement cost approach, which identifies the costs that would be necessary to recreate the asset if the Company were to internally develop the acquired technology. Significant unobservable inputs include profit margin and opportunity cost. The asset has not been placed into service and there have been no impairments related to the intangible asset as of September 30, 2022. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce, and is not deductible for tax purposes.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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