0000950170-21-004596 | 10-Q | XBRL Viewer

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Business Combination - Summary of Net Cash Proceeds from Business Combination (Details) - USD ($) $ in Thousands		3 Months Ended
	Jul. 14, 2021	Oct. 03, 2021
Business Acquisition [Line Items]
Cash - RSVAC Trust and cash, net of redemptions	$ 230,155
Cash - PIPE Financing, net	175,000
Less: transaction costs and PIPE financing fees	(31,410)
Net cash contributions from Business Combination	$ 373,745	$ 373,700

Business Combination - Summary of Number of Shares of Common Stock Issued in Consummation of Merger (Parenthetical) (Details)	Jul. 14, 2021 shares	Oct. 03, 2021 shares	Dec. 31, 2020 shares
Business Acquisition [Line Items]
Common stock, shares outstanding		145,185,904	100,016,559
Stockholders equity exchange ratio	0.1846
Legacy Enovix Common Shares [Member]
Business Acquisition [Line Items]
Common stock, shares outstanding	563,316,738

Leases - Supplemental Lease Information (Details)	Oct. 03, 2021
Leases [Abstract]
Weighted average remaining lease term	8 years 9 months 18 days
Weighted average discount rate	6.80%

Stock-based Compensation (Tables)

9 Months Ended

Oct. 03, 2021

Share-based Payment Arrangement [Abstract]

Summary of total stock-based compensation expense, by operating expense category

The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the condensed consolidated statements of operations for the periods presented below (in thousands).



	Quarter Ended October 3, 2021		Three Months Ended September 30, 2020		For the 39-Week Period Ended October 3,		Nine Months Ended September 30, 2020
Cost of revenue	$	—	$	21	$	274	$	51
Research and development		1,290		52		4,197		123
Selling, general and administrative		1,752		8		2,246		23
Total stock-based compensation expense	$	3,042	$	81	$	6,717	$	197

Summary of Stock Option Activity

The following table summarized stock option activities for the 39-week period ended October 3, 2021 (in thousands, except share and per share amount).


	Number of Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value(1)
Balances as of January 1, 2021		1,428,980		$	0.11
Granted		6,737,344			7.69
Exercised		(2,121,815	)		0.08			$	183
Forfeited		(191,750	)		5.47
Balances as of October 3, 2021		5,852,759		$	8.67		9.4	$	59,419
Vested and exercisable at October 3, 2021		610,069		$	4.14		7.7	$	8,955
Unvested and exercisable at October 3, 2021		4,871,693		$	8.72		9.5	$	49,218


(1)	The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise.

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Oct. 03, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 338,746,000	$ 29,143,000
Deferred contract costs	4,371,000	2,955,000
Prepaid expenses and other current assets	3,771,000	946,000
Total current assets	346,888,000	33,044,000
Property and equipment, net	61,596,000	31,290,000
Operating lease, right-of-use assets	6,796,000	0
Deferred contract costs, non-current	0	495,000
Other assets, non-current	141,000	135,000
Total assets	415,421,000	64,964,000
Current liabilities:
Accounts payable	1,713,000	2,083,000
Accrued expenses	4,520,000	1,999,000
Accrued compensation	3,107,000	1,268,000
Deferred revenue	5,495,000	5,410,000
Other liabilities	660,000	108,000
Total current liabilities	15,495,000	10,868,000
Deferred rent, non-current	0	1,567,000
Warrant liability	64,440,000	15,995,000
Operating lease liabilities, non-current	9,263,000	0
Deferred revenue, non-current	2,290,000	85,000
Other liabilities, non-current	227,000	233,000
Total liabilities	91,715,000	28,748,000
Commitments and Contingencies (Note 8)
Stockholders' equity:
Common stock, $0.0001 par value; authorized shares of 1,000,000,000; issued and outstanding shares of 145,185,904 and 100,016,559 as of October 3, 2021 and December 31, 2020, respectively	14,000	10,000
Preferred stock, $0.0001 par value; authorized shares of 10,000,000 and 0 as of October 3, 2021 and December 31, 2020; none issued and outstanding shares as of October 3, 2021 and December 31, 2020, respectively	0	0
Additional paid in capital	572,276,000	243,484,000
Accumulated deficit	(248,584,000)	(207,278,000)
Total stockholders' equity	323,706,000	36,216,000
Total liabilities, convertible preferred stock and stockholders' equity	$ 415,421,000	$ 64,964,000

Convertible Preferred Stock and Warrants

9 Months Ended

Oct. 03, 2021

Stockholders' Equity Note [Abstract]

Convertible Preferred Stock and Warrants

Note 9. Convertible Preferred Stock and Warrants

Legacy Enovix Convertible Preferred Stock

Prior to the Business Combination, Legacy Enovix had designated eight outstanding series of convertible preferred stock (“Series A”, “Series B”, “Series C”, “Series D”, “Series E”, “Series E-2”, “Series F”, and “Series P-2”, collectively the “convertible preferred stock”). Details related to Legacy Enovix's convertible preferred shares, as of June 30, 2021, prior to the Business Combination were as follows:


Series	Authorized		Issued and Outstanding		Carrying Value		Aggregate Liquidation Preference
Series A		705,000		705,000	$	226	$	235
Series B		66,300		66,300		50		50
Series C		181,844		—		—		—
Series D		58,016,741		58,016,741		105,804		102,527
Series E		4,862,376		4,862,376		4,783		4,862
Series E-2		18,035,000		18,035,000		17,063		18,035
Series F		82,233,867		82,233,867		22,872		23,437
Series P-2		170,612,076		170,612,076		72,135		73,653
Total Legacy Enovix convertible preferred stock		334,713,204		334,531,360	$	222,933	$	222,799

Upon the closing of the Business Combination, the holders of Legacy Enovix’s Series F convertible preferred stock received an additional 119,728,123 shares of Legacy Enovix Series F convertible preferred stock pursuant to the automatic conversion provision of Legacy Enovix’s certificate of incorporation, as amended and as in effect at the closing. The net effect of these additional shares had no impact to the additional paid in capital as part of the Business Combination. Immediately prior to the closing of the Business Combination, all outstanding Legacy Enovix’s convertible preferred stock was converted into Legacy Enovix common stock and recapitalized into Common Stock using the applicable Exchange Ratio at close. As of October 3, 2021, there was no convertible preferred stock outstanding.

For the nine months ended September 30, 2020, the Company issued 137,191,132 shares of Legacy Enovix Series P-2 convertible preferred stock for cash at a purchase price of $0.43 per share. The Series P-2 issuance resulted in $58.3 million cash proceeds, net of $1.0 million of issuance costs. In conjunction with the Series P-2 issuance, the convertible promissory notes converted to 19,001,815 shares of Series P-2. See Note 7 “Debt” for additional information.

Legacy Enovix Series D Convertible Preferred Stock Warrants

As part of the March 2020 Series P-2 convertible preferred stock issuance, the Company also issued a convertible preferred stock warrant exercisable for 7,000,000 shares of Legacy Enovix Series D to an existing shareholder. The warrant entitled the holder to purchase 7,000,000 shares of Legacy Enovix Series D convertible preferred stock at an exercise price of $0.01 for a period of 5 years from the issuance of the warrant.

As part of an August 2016 Series D convertible preferred stock issuance, the Company also issued a convertible preferred stock warrant exercisable for 3,160,936 shares of Legacy Enovix Series D to an existing shareholder. This warrant entitled the holder to purchase 3,160,936 shares of Legacy Enovix Series D convertible preferred stock at an exercise price of $0.01 for a period of 7 years from the issuance of the warrant.

The number of shares underlying Legacy Enovix Series D convertible preferred stock warrants as of December 31, 2020 on an ‘as-converted basis’ totaled 10,941,986. The ‘as-converted basis’ assumes a conversion of the Series D convertible stock warrant into one share of Legacy Enovix Series D convertible preferred stock that then converts into Legacy Enovix common stock at a ratio of 1.08 per share.

On February 22, 2021, in a transaction separate from the Merger Agreement, the then outstanding Legacy Enovix Series D convertible preferred stock warrants were exercised at $0.01 per share, resulting in the issuance of 10,160,936 shares of Legacy Enovix Series D to the holders of such warrants, for a total of $0.1 million. As of October 3, 2021, there were no convertible preferred stock warrants outstanding.

Common Stock Warrants

In connection with the Business Combination, the Company has assumed 17,500,000 Common Stock Warrants outstanding, which consisted of 11,500,000 Public Warrants and 6,000,000 Private Placement Warrants. The Public Warrants met the criteria for equity classification and the Private Placement Warrants are classified as liability.

Public Warrants

As of October 3, 2021, the Company had 11,500,000 Public Warrants outstanding. Each whole Public Warrant entitles the registered holder to purchase one share of the Company's Common stock at a price of $11.50 per share, subject to the following conditions discussed below. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of the Business Combination or (b) 12 months from the closing of the initial public offering (“IPO”) of RSVAC. The common stock warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company has filed with the SEC a registration statement for the registration under the Securities Act of the shares of common stock issuable upon exercise of the warrants and has caused the same to become effective. The Company will use its best efforts to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:



in whole and not in part;



at a price of $0.01 per warrant;



upon not less than 30 days’ prior written notice of redemption to each warrant holder; and



if, and only if, the last reported sale price of the common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to the warrant holders.

The right to exercise will be forfeited unless the Public Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a Public Warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

If the Company calls the Common Stock Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Common Stock Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the Common Stock Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Common Stock Warrants, multiplied by the difference between the exercise price of the Common Warrants and the “fair market value” as defined below by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of its Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Common Stock Warrants. Whether the Company will exercise its option to require all holders to exercise the Common Stock Warrants on a “cashless basis” will depend on a variety of factors including the price of its Common Stock at the time the Common Stock Warrants are called for redemption, the Company's cash needs at such time and concerns regarding dilutive share issuances.

The exercise price and number of shares of Common Stock issuable upon exercise of the Common Stock Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or the Company's recapitalization, reorganization, merger or consolidation. However, the Common Stock Warrants will not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices.

Private Placement Warrant

The 6,000,000 Private Placement Warrants was originally issued in a private placement to the initial stockholder of Rodgers Capital, LLC (the “Sponsor”) in connection with the initial public offering of RSVAC. Each whole Private Placement Warrant will become exercisable for one whole share of the Company's common stock at a price of $11.50 per share on December 5, 2021. As of October 3, 2021, the Company had 6,000,000 Private Placement Warrants outstanding.

The Private Placement Warrants are identical to the Public Warrants underlying the units except that such Private Placement Warrants will be exercisable on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The Private Placement Warrants purchased by our Sponsor will not be exercisable more than five years from the effective date of the RSVAC IPO registration statement, in accordance with FINRA Rule 5110(f)(2)(G)(i), as long as Rodgers Capital, LLC or any of its related persons beneficially own these Private Placement Warrants. On September 8, 2021,

the Sponsor made an in-kind distribution of the Private Placement Warrants to certain members of Rodgers Capital LLC. Please refer to Note 4 “Fair Value Measurement” for further details of the Private Placement Warrants.

Fair Value Measurement Additional Information (Details) - Private Placement Warrants [Member]	Oct. 03, 2021 $ / shares
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Fair value of warrant per share	$ 10.74
Fair value of exercise price	$ 11.50

Leases - Schedule of Maturity of Lease Liabilities (Details) $ in Thousands	Oct. 03, 2021 USD ($)
Leases [Abstract]
2021 (remaining three months)	$ 333
2022	1,366
2023	1,406
2024	1,449
2025	1,492
Thereafter	7,265
Total lease payments	13,311
Imputed Interest	3,539
Operating Lease, Liability	$ 9,772

Net Loss Per Share - Reconciliation of Net Loss per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 03, 2021	Sep. 30, 2020	Oct. 03, 2021	Sep. 30, 2020
Numerator:
Net loss attributable to common stockholders - Basic	$ (10,838)	$ (13,476)	$ (41,306)	$ (26,308)
Increase in fair value of Private Placement Warrants	(8,460)	0	(8,460)	0
Net loss attributable to common stockholders - Diluted	$ (19,298)	$ (13,476)	$ (49,766)	$ (26,308)
Denominator:
Weighted-average shares outstanding used in computing net loss per share of common stock, basic	133,492,216	85,637,835	109,317,614	76,167,628
Incremental common shares from assumed exercise of Private Placement Warrants	1,559,912	0	536,926	0
Weighted-average shares outstanding used in computing net loss per share of common stock, Diluted	135,052,128	85,637,835	109,854,540	76,167,628
Net loss per share of common stock:
Basic	$ (0.08)	$ (0.16)	$ (0.38)	$ (0.35)
Diluted	$ (0.14)	$ (0.16)	$ (0.45)	$ (0.35)

Convertible Preferred Stock and Warrants - Schedule of Preferred Stock Shares Authorized, Issued and Outstanding, Carrying Price and Liquidation (Details) - USD ($)	Oct. 03, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020
Class Of Stock [Line Items]
Preferred Stock Shares Authorized	10,000,000	334,713,204	0
Preferred Stock, Shares Issued	0	334,531,360	0
Preferred Stock, Shares Outstanding	0	334,531,360	0
Preferred Stock, Carrying Value	$ 0	$ 222,933,000	$ 0
Preferred Stock, Aggregate Liquidation Preference		$ 222,799,000
Series A [Member]
Class Of Stock [Line Items]
Preferred Stock Shares Authorized		705,000
Preferred Stock, Shares Issued		705,000
Preferred Stock, Shares Outstanding		705,000
Preferred Stock, Carrying Value		$ 226,000
Preferred Stock, Aggregate Liquidation Preference		$ 235,000
Series B [Member]
Class Of Stock [Line Items]
Preferred Stock Shares Authorized		66,300
Preferred Stock, Shares Issued		66,300
Preferred Stock, Shares Outstanding		66,300
Preferred Stock, Carrying Value		$ 50,000
Preferred Stock, Aggregate Liquidation Preference		$ 50,000
Series C [Member]
Class Of Stock [Line Items]
Preferred Stock Shares Authorized		181,844
Series D [Member]
Class Of Stock [Line Items]
Preferred Stock Shares Authorized		58,016,741
Preferred Stock, Shares Issued		58,016,741
Preferred Stock, Shares Outstanding		58,016,741
Preferred Stock, Carrying Value		$ 105,804,000
Preferred Stock, Aggregate Liquidation Preference		$ 102,527,000
Series E [Member]
Class Of Stock [Line Items]
Preferred Stock Shares Authorized		4,862,376
Preferred Stock, Shares Issued		4,862,376
Preferred Stock, Shares Outstanding		4,862,376
Preferred Stock, Carrying Value		$ 4,783,000
Preferred Stock, Aggregate Liquidation Preference		$ 4,862,000
Series E-2 [Member]
Class Of Stock [Line Items]
Preferred Stock Shares Authorized		18,035,000
Preferred Stock, Shares Issued		18,035,000
Preferred Stock, Shares Outstanding		18,035,000
Preferred Stock, Carrying Value		$ 17,063,000
Preferred Stock, Aggregate Liquidation Preference		$ 18,035,000
Series F [Member]
Class Of Stock [Line Items]
Preferred Stock Shares Authorized		82,233,867
Preferred Stock, Shares Issued		82,233,867
Preferred Stock, Shares Outstanding		82,233,867
Preferred Stock, Carrying Value		$ 22,872,000
Preferred Stock, Aggregate Liquidation Preference		$ 23,437,000
Series P-2 [Member]
Class Of Stock [Line Items]
Preferred Stock Shares Authorized		170,612,076
Preferred Stock, Shares Issued		170,612,076		137,191,132
Preferred Stock, Shares Outstanding		170,612,076
Preferred Stock, Carrying Value		$ 72,135,000
Preferred Stock, Aggregate Liquidation Preference		$ 73,653,000

Summary of Significant Accounting Policies

9 Months Ended

Oct. 03, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and the Business Combination from the Closing Date. All intercompany balances and transactions have been eliminated in consolidation.

The Business Combination has been accounted for as a reverse recapitalization under GAAP. This determination is primarily based on Legacy Enovix stockholders comprising a relative majority of the voting power of Enovix and having the ability to nominate the members of the Board, Legacy Enovix’s operations prior to the acquisition comprising the only ongoing operations of Enovix, and Legacy Enovix’s senior management comprising a majority of the senior management of Enovix. Under this accounting method, RSVAC was treated as the “acquired” company and Legacy Enovix was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Enovix represent a continuation of the financial statements of Legacy Enovix with the Business Combination being treated as the equivalent of Enovix issuing common stock for the net assets of RSVAC, accompanied by a recapitalization. The net liabilities of RSVAC, other than its warrant liabilities, were stated at historical cost, which approximates to its fair values. Its warrant liabilities were stated at its fair values and no goodwill or other intangible assets were recorded. Results of operations prior to the Business Combination are presented as those of Enovix. Beginning in the third quarter of 2021, historical shares and corresponding capital amounts, as well as for net loss per share, prior to the Business Combination, have been retrospectively adjusted using the exchange ratio as defined in the Business Combination for the equivalent number of shares outstanding immediately after the Business Combination to the effect the reverse recapitalization.

The Company did not have any other comprehensive income or loss for the periods presented. Accordingly, net loss and comprehensive loss are the same for the periods presented. Additionally, the Company did not have any income tax expenses for the periods presented.

Liquidity and Capital Resources

The Company has incurred recurring operating losses and negative cash flows from operations since its inception through October 3, 2021 and expects to incur operating losses for the foreseeable future. As of October 3, 2021, the Company had a working capital of $331.4 million and an accumulated deficit of $248.6 million. Prior to the Business Combination, the Company had financed its operations primarily from the sales of convertible preferred stock, borrowing from convertible promissory notes, and borrowing from a secured promissory note (the “Secured Promissory Note”). In connection with the Business Combination in July 2021, the Company raised approximately $373.7 million of net proceeds, after deducting transaction costs and estimated offering related expenses. Please refer to Note 3 “Business Combination” for further details of the Business Combination.

Based on the anticipated spending, cash received from the Business Combination and timing of expenditure assumptions, the Company currently expects that its cash will be sufficient to meet its funding requirements over the next twelve months. Going forward, the Company may require additional financing for its future operation expansion. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Unaudited Interim Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of October 3, 2021, the condensed consolidated statements of operations, condensed consolidated statements of changes in convertible preferred shares and shareholders’ (deficit) equity for the quarter ended and 39-week period ended October 3, 2021 and three and nine months ended September 30, 2020, and the condensed consolidated statements of cash flows for the 39-week period ended October 3, 2021 and nine months ended September 30, 2020 are unaudited. These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, stockholders’ deficit and cash flows for the periods presented above. The results of operations for the quarter ended and 39-week period ended October 3, 2021 are not necessarily indicative of the operating results for the full year, and therefore should not be relied upon as an indicator of future results. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited consolidated financial statements as of that date. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities, and estimates to fair value convertible preferred stock warrants and common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. In the preparation of our condensed consolidated financial statements, the Company has considered potential impacts of the COVID-19 pandemic on its critical and significant accounting estimates. There was no significant impact to its condensed consolidated financial statements. The Company will continue to evaluate the nature and extent of the potential impacts to its business and its condensed consolidated financial statements.

Summary of Significant Accounting Policies

Since the completion of the Business Combination, there have been no significant changes, other than those disclosed within these interim condensed consolidated financial statements below, to the Company’s significant accounting policies in Note 1, “Organization of Business and Summary of Significant Accounting Policies,” of the notes to the consolidated financial statements for the year ended December 31, 2020 included in the Registration Statement on Form S-1 under the Securities Act of 1933 filed with the SEC on August 2, 2021, as may be amended.

Debt

The Company accounts for the Secured Promissory Note as a liability measured at net proceeds less debt discount and is accreted to the face value of the Secured Promissory Note over its expected term using the effective interest method. The Company considers whether there are any embedded features in its debt instruments that require bifurcation and separate accounting as derivative financial

instruments pursuant to Accounting Standards Codification (“ASC”), Topic 815, Derivatives and Hedging (“ASC 815”). See Note 7 “Debt” for more information.

Common Stock Warrants

In connection with the Business Combination, the Company has issued and outstanding warrants of 17.5 million to purchase common stock at a price of $11.50 per share. The warrants expire five years from the completion of the Business Combination and are exercisable starting December 5, 2021. A portion of the outstanding warrants are held by the sponsor and members of Rodgers Capital LLC (“Private Placement Warrants”) and the remaining warrants are held by other third-party investors (“Public Warrants”).

Once the warrants become exercisable, the Company may redeem for $0.01 per warrant the outstanding Public Warrants if the Company’s common stock price equals or exceeds $18.00 per share, subject to certain conditions and adjustments. Holders may elect to exercise their warrants on a cashless basis.

The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants.

The Company accounts for the warrants in accordance with ASC Topic 815, Derivative and Hedging.

The Public Warrants met the criteria for equity classification and were recorded as additional paid-in capital on the condensed consolidated balance sheet at the completion of the Business Combination. The Private Placement Warrants contain exercise and settlement features that may change with a change in the holder, which precludes the Private Placement Warrants from being indexed to the Company’s own stock, and therefore the Private Placement Warrants are precluded from being classified within equity and are accounted for as derivative liabilities on the consolidated balance sheets at fair value, with subsequent changes in fair value recognized in the condensed consolidated statement of operations at each reporting date.

Emerging Growth Company Status

The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC’s can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Other than the adoption of ASC 842, Leases, as discussed below, the Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this guidance as of January 1, 2021, which did not have an impact to the condensed consolidated financial statements upon adoption.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. The guidance requires lessees to recognize all leases, with certain exceptions, on their balance sheets, whether operating or financing, while continuing to recognize the expenses on their income statements in a manner similar to current practice. The guidance states that a lessee must recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. On January 1, 2021, the Company early adopted ASU 2016-02 using the modified retrospective transition option of applying the new standard at the adoption date for all leases with terms greater than 12 months. The Company elected certain practical expedients upon adoption and as such did not reassess the following: 1) whether any expired or existing contracts are or contain leases; 2) lease classification for any expired or existing leases; 3) initial direct costs for any expired or existing leases; 4) whether existing or expired land easements are or contain leases; and 5) regarding the lease term, from a hindsight perspective, whether or not the Company is reasonably certain to exercise the lease options. The Company also elected the practical expedient to not separate lease and non-lease components.

The effect of the adoption of ASC 842 on the condensed consolidated balance sheet as of January 1, 2021 was as follows (in thousands):


	December 31, 2020		Adjustments from Adoption of ASC 842			January 1, 2021
Operating lease, right-of-use assets	$	—	$	6,873		$	6,873
Other liabilities		14		(14	)		—
Deferred rent, non-current		1,567		(1,567	)		—
Operating lease liabilities, non-current		—		8,551			8,551

Periods prior to the January 1, 2021 adoption of ASC 842 were not adjusted and continue to be reported in accordance with the legacy lease accounting guidance under ASC 840. Under ASC 840, rent expense for non-cancelable operating leases, including rent escalation clauses, tenant improvement allowances, and rent-free periods when applicable, was recognized on a straight-line basis over the term of the lease with the difference between required lease payments and rent expense recorded as deferred rent.

Condensed Consolidated Statements of Cash Flows (Unaudited) $ in Thousands	9 Months Ended
	Oct. 03, 2021 USD ($)	Sep. 30, 2020 USD ($)
Cash flows from operating activities:
Net loss	$ (41,306)	$ (26,308)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	674	436
Amortization of right-of-use assets	388
Stock-based compensation expense	6,717	197
Changes in fair value of convertible preferred stock warrants and common stock warrants	(3,679)	6,756
Issuance of convertible preferred stock warrants (non-cash)		1,476
Change in fair value of convertible promissory notes	0	2,422
Loss on early debt extinguishment	60
Interest expense (non-cash)		107
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(1,645)	116
Deferred contract costs	(1,279)	(1,947)
Accounts payable	(357)	(122)
Accrued expenses and compensation	3,173	526
Deferred revenue	2,290	185
Deferred rent		686
Other liabilities	450	(61)
Net cash used in operating activities	(34,514)	(15,531)
Cash flows from investing activities:
Purchase of property and equipment	(31,509)	(18,923)
Net cash used in investing activities	(31,509)	(18,923)
Cash flows from financing activities:
Proceeds from Business Combination and PIPE financing	405,155
Payments of transaction costs related to Business Combination and PIPE financing	(29,641)
Proceeds from issuance of convertible preferred stock, net		58,275
Proceeds from secured promissory notes, converted promissory notes and paycheck protection program loan	(15,000)	(1,628)
Repayment of secured promissory note	(15,000)
Payment of debt issuance costs	(90)
Proceeds from exercise of convertible preferred stock warrants	102
Proceeds from the exercise of stock options	163	7
Repurchase of unvested restricted common stock	(13)
Net cash provided by financing activities	375,676	59,910
Change in cash, cash equivalents, and restricted cash	309,653	25,456
Cash and cash equivalents and restricted cash, beginning of period	29,218	10,301
Cash and cash equivalents, and restricted cash, end of period	338,871	35,757
Supplemental cash flow data (Non-cash):
Net liabilities assumed from Business Combination	73,400
Accrued purchase of property and equipment	2,606	1,411
Accrued purchase of transaction costs	$ 1,370
Conversion of promissory notes to convertible preferred stock		8,073
Settlement of accrued interest expense through conversion of promissory notes to convertible preferred stock		130
Issuance of convertible preferred stock warrants		$ 1,476

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Jul. 14, 2021	Oct. 03, 2021	Oct. 03, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Accumulated deficit		$ (248,584)	$ (248,584)	$ (207,278)
Working capital		331,400	$ 331,400
Proceeds from business acquisition	$ 373,745	$ 373,700
Business combination warrant issued		145,185,904	145,185,904	100,016,559
Business combination warrant outstanding		145,185,904	145,185,904	100,016,559
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Common Stock Warrants [Member]
Class of Warrant or Right [Line Items]
Business combination warrant issued		17,500,000	17,500,000
Business combination warrant outstanding		17,500,000	17,500,000
Common stock, par value		$ 11.50	$ 11.50
Warrant expiration period			5 years
Warrant exercisable date			Dec. 05, 2021
Outstanding public warrant redemption price		$ 0.01	$ 0.01
Warrant redemption condition minimum share price			$ 18.00

Commitments and Contingencies - Additional Information (Details) - USD ($)	Oct. 03, 2021	Dec. 31, 2020
Purchase Commitment, Excluding Long-term Commitment [Line Items]
Purchase commitments	$ 0	$ 0

Fair Value Measurements - Schedule of Changes in Fair Value for Level 3 (Details) - Level 3 [Member] - USD ($) $ in Thousands	9 Months Ended
	Oct. 03, 2021	Sep. 30, 2020
Common Stock Warrants [Member]
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Warrant liabilities at beginning of period	$ 0
Additions	72,900
Settlements	0
Change in valuation inputs or other assumptions	(8,460)
Warrant liabilities at end of period	64,440
Convertible Preferred Stock Warrants [Member]
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Warrant liabilities at beginning of period	15,995	$ 730
Additions	0	1,476
Settlements	(20,776)	0
Change in valuation inputs or other assumptions	4,781	6,756
Warrant liabilities at end of period	$ 0	8,962
Convertible Promissory Notes [Member]
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Warrant liabilities at beginning of period		5,651
Additions		0
Settlements		(8,073)
Change in valuation inputs or other assumptions		2,422
Warrant liabilities at end of period		$ 0

Stock-based Compensation - Summary of total stock-based compensation expense, by operating expense category (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 03, 2021	Sep. 30, 2020	Oct. 03, 2021	Sep. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 3,042	$ 81	$ 6,717	$ 197
Cost of Revenue [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	0	21	274	51
Research and Development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,290	52	4,197	123
Selling, General and Administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,752	$ 8	$ 2,246	$ 23

Business Combination

9 Months Ended

Oct. 03, 2021

Business Combinations [Abstract]

Business Combination

Note 3. Business Combination

As described in Note 1, on July 14, 2021, Legacy Enovix, RSVAC, and Merger Sub, consummated the closing of the transactions contemplated by the Merger Agreement, following the approval at the Special Meeting held on July 12, 2021. Immediately prior to the Business Combination all shares of Legacy Enovix outstanding convertible preferred stock were converted into an equivalent number of shares of Legacy Enovix common stock.

At the Business Combination, eligible Legacy Enovix equity holders received or have the right to receive shares of Enovix common stock (“Common Stock”), with par value $0.0001 per share, at a deemed value of $10.00 per share after giving effect to the exchange ratio of 0.1846 as defined in the Merger Agreement (“Exchange Ratio”). Accordingly, immediately following the consummation of the Business Combination, Legacy Enovix common stock was exchanged into 103,995,643 shares of Common Stock, 5,547,327 shares were reserved for the issuance of Common Stock upon the potential future exercise of Legacy Enovix's stock options that were exchanged into Enovix's stock options.

Upon 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 Common Stock to 1,000,000,000 shares, $0.0001 par value per share and designate 10,000,000 shares as Preferred Stock.

In connection with the execution of the Merger Agreement, RSVAC entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “New PIPE Investor”), pursuant to which the New PIPE Investors agreed to purchase, and RSVAC agreed to sell to the New PIPE Investors, an aggregate of 12,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $14.00 per share and an aggregate purchase price of $175.0 million, in a private placement pursuant to the subscription agreements (“PIPE Financing”). The PIPE Financing closed simultaneously with the consummation of the Business Combination.

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was:


RSVAC common stock shares outstanding prior to the Business Combination	28,750,000
Less redemption of RSVAC common stock shares	(15	)
RSVAC common stock shares	28,749,985
PIPE Shares issued	12,500,000
RSVAC common stock shares and PIPE Shares	41,249,985
Legacy Enovix common shares (1)	103,995,643
Total shares of Common Stock immediately after the Business Combination	145,245,628


(1)	The number of Legacy Enovix common shares was determined from the 563,316,738 shares of Legacy Enovix common stock outstanding immediately prior to the closing of the Business Combination converted at the exchange ratio of 0.1846. All fractional shares were rounded.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, RSVAC was treated as the “acquired” company and Legacy Enovix is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Enovix issuing stock for the net assets of RSVAC, accompanied by a recapitalization. The net assets of RSVAC were stated at historical cost, with no goodwill or other intangible assets recorded.

In connection with the Business Combination in July 2021, the Company assumed $73.4 million of net liabilities from RSVAC. The following table shows the net cash proceeds from the Business Combination (in thousands):


	Recapitalization
Cash - RSVAC Trust and cash, net of redemptions	$	230,155
Cash - PIPE Financing		175,000
Less: transaction costs and PIPE financing fees		(31,410	)
Net cash contributions from Business Combination	$	373,745

Fair Value Measurements (Tables)

9 Months Ended

Oct. 03, 2021

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

The following table details the fair value measurements of assets and liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement, as of October 3, 2021 and December 31, 2020 (in thousands).


	Fair Value Measurement using
	Level 1		Level 2		Level 3		Total Fair Value
As of October 3, 2021
Liabilities:
Private Placement Warrants	$	—	$	—	$	64,440	$	64,440

As of December 31, 2020
Liabilities:
Convertible preferred stock warrants	$	—	$	—	$	15,995	$	15,995


Level 1:	Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
Level 2:	Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Schedule of Changes in Fair Value for Level 3

The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows (in thousands):


	Private Placement Warrants			Convertible Preferred Stock Warrants
Fair value as of December 31, 2020	$	—		$	15,995
Acquired from the Business Combination		72,900			—
Settlements		—			(20,776	)
Change in fair value		(8,460	)		4,781
Fair value as of October 3, 2021	$	64,440		$	—


	Convertible Promissory Notes			Convertible Preferred Stock Warrants
Fair value as of December 31, 2019	$	5,651		$	730
Additions		—			1,476
Settlements		(8,073	)		—
Change in fair value		2,422			6,756
Fair value as of September 30, 2020	$	—		$	8,962

Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants

The following table summarizes the key assumptions used for determining the fair value of convertible preferred stock warrants and common stock warrants.


	Private Placement Warrants outstanding as of October 3, 2021	Private Placement Warrants acquired on July 14, 2021	Convertible preferred stock warrants exercised on February 22, 2021	Convertible preferred stock warrants outstanding as of September 30, 2020
Expected term (in years)	4.8	5.0	2.5 - 4.1	2.9 - 4.5
Expected volatility	50.0%	50.0%	75.0%	63.6%
Risk-free interest rate	0.9%	0.8%	0.2% - 0.4%	0.2% - 0.3%
Expected dividend rate	0.0%	0.0%	0.0%	0.0%

Business Combination (Tables)

9 Months Ended

Oct. 03, 2021

Business Combinations [Abstract]

Summary of Number of Shares Of Common Stock Issued in Consummation of Merger

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was:


RSVAC common stock shares outstanding prior to the Business Combination	28,750,000
Less redemption of RSVAC common stock shares	(15	)
RSVAC common stock shares	28,749,985
PIPE Shares issued	12,500,000
RSVAC common stock shares and PIPE Shares	41,249,985
Legacy Enovix common shares (1)	103,995,643
Total shares of Common Stock immediately after the Business Combination	145,245,628


(1)	The number of Legacy Enovix common shares was determined from the 563,316,738 shares of Legacy Enovix common stock outstanding immediately prior to the closing of the Business Combination converted at the exchange ratio of 0.1846. All fractional shares were rounded.

Summary of Net Cash Proceed from Business Combination


	Recapitalization
Cash - RSVAC Trust and cash, net of redemptions	$	230,155
Cash - PIPE Financing		175,000
Less: transaction costs and PIPE financing fees		(31,410	)
Net cash contributions from Business Combination	$	373,745

Related Party Transactions - Additional Information (Details) - USD ($)				3 Months Ended			12 Months Ended
	Jul. 14, 2021	Sep. 24, 2020	Mar. 25, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2020	May 31, 2021	Dec. 13, 2019
Series P-2 Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Issuance of common stock upon exercise of stock options				$ 19,062,000	$ 10,201,000	$ 29,012,000
Series P-2 Convertible Preferred Stock [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares issued				8,300,550	4,538,706	12,488,024
Issuance of common stock upon exercise of stock options				$ 1,000		$ 1,000
Convertible Promissory Notes [Member]
Related Party Transaction [Line Items]
Accrued Interest			$ 100,000
Convertible Promissory Notes [Member] \| Series P-2 Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Aggregate original principal balance and accrued interest converted into shares			19,001,815
Founder Shares [Member] \| Sponsor, Rodgers Capital LLC [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares issued		5,750,000
Issuance of common stock upon exercise of stock options		$ 25,000
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination		$ 14.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Related Party Loans [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Repayment of debt	$ 15,200,000
Board of Directors [Member] \| Convertible Promissory Notes [Member]
Related Party Transaction [Line Items]
Debt principal amount									$ 5,700,000
Interest rate payable monthly									6.00%
Board of Directors [Member] \| Related Party Loans [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Debt principal amount								$ 15,000,000.0
Interest rate payable monthly								7.50%
Board of Directors [Member] \| Related Party Loans [Member] \| Series P-2 Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Aggregate original principal balance and accrued interest converted into shares							19,001,815
Board of Directors [Member] \| Related Party Loans [Member] \| Convertible Promissory Notes [Member]
Related Party Transaction [Line Items]
Debt principal amount							$ 5,700,000
Accrued Interest							$ 100,000

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Oct. 03, 2021	Sep. 30, 2020
Statement Of Cash Flows [Abstract]
Cash and cash equivalents	$ 338,746	$ 35,682
Restricted cash included in prepaid expenses and other current assets	125	75
Total cash, cash equivalents, and restricted cash	$ 338,871	$ 35,757

Convertible Preferred Stock and Warrants (Tables)

9 Months Ended

Oct. 03, 2021

Stockholders' Equity Note [Abstract]

Schedule of Preferred Stock Shares Authorized, Shares Issued and Outstanding, Carrying Price and Liquidation Preference

Details related to Legacy Enovix's convertible preferred shares, as of June 30, 2021, prior to the Business Combination were as follows:


Series	Authorized		Issued and Outstanding		Carrying Value		Aggregate Liquidation Preference
Series A		705,000		705,000	$	226	$	235
Series B		66,300		66,300		50		50
Series C		181,844		—		—		—
Series D		58,016,741		58,016,741		105,804		102,527
Series E		4,862,376		4,862,376		4,783		4,862
Series E-2		18,035,000		18,035,000		17,063		18,035
Series F		82,233,867		82,233,867		22,872		23,437
Series P-2		170,612,076		170,612,076		72,135		73,653
Total Legacy Enovix convertible preferred stock		334,713,204		334,531,360	$	222,933	$	222,799

Summary of Significant Accounting Policies - Schedule of effect of adoption of ASC 842 (Details) - USD ($)	Oct. 03, 2021	Jan. 01, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Operating lease, right-of-use assets	$ 6,796,000	$ 6,873,000	$ 0
Other liabilities		0	14,000
Deferred rent, non-current		0	1,567,000
Operating lease liabilities, non-current	$ 9,263,000	$ 8,551,000	0
Adjustments from adoption of ASC 842 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Operating lease, right-of-use assets			6,873,000
Other liabilities			(14,000)
Deferred rent, non-current			(1,567,000)
Operating lease liabilities, non-current			$ 8,551,000

Debt - Additional Information (Details) - USD ($)							12 Months Ended	21 Months Ended
Debt - Additional Information (Details) - USD ($)	Oct. 03, 2021	Jul. 14, 2021	May 24, 2021	Apr. 30, 2020	Mar. 25, 2020	Dec. 13, 2019	Dec. 31, 2020	Oct. 03, 2021
2020 Paycheck Protection Program Loan CARES Act [Member]
Debt Instrument [Line Items]
Loan Proceeds				$ 1,600,000
Secured Promissory Note [Member]
Debt Instrument [Line Items]
Repayment of debt		$ 15,200,000
Debt Securities, Gain (Loss)		$ (100,000)
Interest Paid								$ 0.2
Debt Outstanding	$ 0
Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Debt Outstanding	$ 0						$ 0
Accrued Interest					$ 100,000
Change in the fair value of the promissory notes					$ 2,400,000
Discounts rate					30.00%
Convertible Promissory Notes [Member] \| Series P2 Convertible Preferred Stock [Member]
Debt Instrument [Line Items]
Convertible Share					19,001,815
Board of Directors [Member] \| Secured Promissory Note [Member]
Debt Instrument [Line Items]
Debt principal amount			$ 15,000,000.0
Interest rate payable monthly			7.50%
Debt instrument, description			All unpaid interest and principal was due and payable upon request by the holders on or after the earlier of (i) the closing of the Merger Agreement and (ii) October 25, 2021.
Board of Directors [Member] \| Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Debt principal amount						$ 5,700,000
Interest rate payable monthly						6.00%
Debt Instrument, Maturity Date						Dec. 13, 2020

Stock-based Compensation - Summary of stock option activity (Details) - USD ($)
$ / shares in Units, $ in Thousands

9 Months Ended

Oct. 03, 2021

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]

Number of Options Outstanding, Beginning Balance

1,428,980

Number of Options Outstanding, Granted

6,737,344

Number of Options Outstanding, Exercised

(2,121,815)

Number of Options Outstanding, Forfeited

(191,750)

Number of Options Outstanding, Ending Balance

5,852,759

Number of Options Outstanding, Vested and exercisable

610,069

Number of Options Outstanding , Unvested and exercisable

4,871,693

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]

Weighted Average Exercise Price, Beginning Balance

$ 0.11

Weighted Average Exercise Price, Granted

7.69

Weighted Average Exercise Price, Exercised

0.08

Weighted Average Exercise Price, Forfeited

5.47

Weighted Average Exercise Price, Ending Balance

8.67

Weighted Average Exercise Price, Vested and exercisable

4.14

Weighted Average Exercise Price, Unvested and exercisable

$ 8.72

Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]

Weighted Average Remaining Contractual Life (Years), Ending Balance

9 years 4 months 24 days

Weighted Average Remaining Contractual Life (Years), Vested and exercisable

7 years 8 months 12 days

Weighted Average Remaining Contractual Life (Years), Unvested and exercisable

9 years 6 months

Aggregate Intrinsic Value, Exercised

^[1]

$ 183

Aggregate Intrinsic Value, Ending Balance

^[1]

59,419

Aggregate Intrinsic Value, Vested and exercisable

^[1]

8,955

Aggregate Intrinsic Value, Unvested and exercisable

^[1]

$ 49,218

[1]	The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise.

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Oct. 03, 2021	Jun. 30, 2021	Dec. 31, 2020
Common stock, par value	$ 0.0001		$ 0.0001
Common stock, shares authorized	1,000,000,000		1,000,000,000
Common stock, shares issued	145,185,904		100,016,559
Common stock, shares outstanding	145,185,904		100,016,559
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	10,000,000	334,713,204	0
Preferred stock, shares issued	0	334,531,360	0
Preferred stock, shares outstanding	0	334,531,360	0

Net Loss Per Share (Tables)

9 Months Ended

Oct. 03, 2021

Earnings Per Share [Abstract]

Reconciliation of net loss per common share

The following table sets forth the computation of the Company’s basic and diluted net loss per share of common stock for the periods presented below (in thousands, except share and per share amount):


	Quarter Ended October 3, 2021			Three Months Ended September 30, 2020			39-Week Period Ended October 3, 2021			Nine Months Ended September 30, 2020

Numerator:
Net loss attributable to common stockholders - Basic	$	(10,838	)	$	(13,476	)	$	(41,306	)	$	(26,308	)
Increase in fair value of Private Placement Warrants		(8,460	)		—			(8,460	)		—
Net loss attributable to common stockholders - Diluted	$	(19,298	)	$	(13,476	)	$	(49,766	)	$	(26,308	)

Denominator:
Weighted-average shares outstanding used in computing net loss per share of common stock, basic		133,492,216			85,637,835			109,317,614			76,167,628
Incremental common shares from assumed exercise of Private Placement Warrants		1,559,912			—			536,926			—
Weighted-average shares outstanding used in computing net loss per share of common stock, Diluted		135,052,128			85,637,835			109,854,540			76,167,628

Net loss per share of common stock:
Basic	$	(0.08	)	$	(0.16	)	$	(0.38	)	$	(0.35	)
Diluted	$	(0.14	)	$	(0.16	)	$	(0.45	)	$	(0.35	)

Schedule of anti-dilutive securities excluded from computation of diluted earning per share

As the Company reported losses for the periods presented, all of these potentially dilutive securities were anti-dilutive and are excluded in the computation of diluted net loss per share. Accordingly, the diluted net loss per share equals to the basic net loss per share.


	As of
	October 3, 2021		September 30, 2020
Stock options outstanding		5,852,759		1,098,663
Restricted stock units		117,611		—
Public Warrants		11,500,000		—

Property and Equipment (Tables)

9 Months Ended

Oct. 03, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment as of October 3, 2021 and December 31, 2020, consisted of the following (in thousands):


	October 3, 2021			December 31, 2020
Process equipment	$	6,275		$	4,085
Office equipment		402			369
Furniture and fixtures		639			65
Leasehold improvements		1,878			921
Construction in progress		56,673			29,568
Total property and equipment		65,867			35,008
Less: Accumulated depreciation		(4,271	)		(3,718	)
Property and equipment, net	$	61,596		$	31,290

The Company capitalizes certain internal and external costs associated with the development of the first high volume production line ("Fab-1") in property and equipment, net. For the quarter ended and 39-week period ended October 3, 2021, the Company capitalized $1.0 million and $2.0 million of the development costs as property and equipment, net, respectively.

Summary of depreciation expenses

Depreciation expenses related to the property and equipment were as follows (in thousands):


	Quarter Ended October 3, 2021		Three Months Ended September 30, 2020		39-Week Period Ended October 3, 2021		Nine Months Ended September 30, 2020
Depreciation expense	$	299	$	147	$	674	$	436

Leases - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Leases [Abstract]
2021	$ 1,267
2022	1,305
2023	1,344
2024	1,384
2025	1,426
Thereafter	7,243
Total minimum rental commitments	$ 13,969

Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 03, 2021	Oct. 03, 2021
Leases [Abstract]
Operating lease cost	$ 531	$ 1,273

Property and Equipment - Summary of Depreciation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 03, 2021	Sep. 30, 2020	Oct. 03, 2021	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 299	$ 147	$ 674	$ 436

Fair Value Measurements

9 Months Ended

Oct. 03, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 4. Fair Value Measurement


	Fair Value Measurement using
	Level 1		Level 2		Level 3		Total Fair Value
As of October 3, 2021
Liabilities:
Private Placement Warrants	$	—	$	—	$	64,440	$	64,440

As of December 31, 2020
Liabilities:
Convertible preferred stock warrants	$	—	$	—	$	15,995	$	15,995


Level 1:	Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
Level 2:	Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3:	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s liabilities are measured at fair value on a non-recurring basis, including its Private Placement Warrants. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. As of October 3, 2021, the fair value of the Private Placement Warrant was $10.74 per share with an exercise price of $11.50. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows (in thousands):


	Private Placement Warrants			Convertible Preferred Stock Warrants
Fair value as of December 31, 2020	$	—		$	15,995
Acquired from the Business Combination		72,900			—
Settlements		—			(20,776	)
Change in fair value		(8,460	)		4,781
Fair value as of October 3, 2021	$	64,440		$	—


	Convertible Promissory Notes			Convertible Preferred Stock Warrants
Fair value as of December 31, 2019	$	5,651		$	730
Additions		—			1,476
Settlements		(8,073	)		—
Change in fair value		2,422			6,756
Fair value as of September 30, 2020	$	—		$	8,962

The following table summarizes the key assumptions used for determining the fair value of convertible preferred stock warrants and common stock warrants.


	Private Placement Warrants outstanding as of October 3, 2021	Private Placement Warrants acquired on July 14, 2021	Convertible preferred stock warrants exercised on February 22, 2021	Convertible preferred stock warrants outstanding as of September 30, 2020
Expected term (in years)	4.8	5.0	2.5 - 4.1	2.9 - 4.5
Expected volatility	50.0%	50.0%	75.0%	63.6%
Risk-free interest rate	0.9%	0.8%	0.2% - 0.4%	0.2% - 0.3%
Expected dividend rate	0.0%	0.0%	0.0%	0.0%

- 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

Stock-based Compensation

9 Months Ended

Oct. 03, 2021

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

Note 11. Stock-based Compensation

The Company issues stock-based compensation to employees and non-employees in the form of stock options and restricted stock units (“RSUs”). The Company uses Black-Scholes option pricing model to value its stock options granted and use its common stock price, which is the last reported sales price on the grant date to value its RSUs. The Company records forfeitures as they occur. The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the condensed consolidated statements of operations for the periods presented below (in thousands).



	Quarter Ended October 3, 2021		Three Months Ended September 30, 2020		For the 39-Week Period Ended October 3,		Nine Months Ended September 30, 2020
Cost of revenue	$	—	$	21	$	274	$	51
Research and development		1,290		52		4,197		123
Selling, general and administrative		1,752		8		2,246		23
Total stock-based compensation expense	$	3,042	$	81	$	6,717	$	197

As of October 3, 2021, and December 31, 2020, the Company capitalized an immaterial amount of stock-based compensation as deferred contract costs and property and equipment, net in the condensed consolidated balance sheet. There was no recognized tax benefit related to stock-based compensation expense for the quarter ended and 39-week period ended October 3, 2021 and three and nine months ended September 30, 2020.

As of October 3, 2021, there was approximately $41.3 million of total unrecognized stock-based compensation expense related to unvested equity awards, which are expected to be recognized over a weighted-average period of 3.7 years.

Stock Option Activity

The following table summarized stock option activities for the 39-week period ended October 3, 2021 (in thousands, except share and per share amount).


	Number of Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value(1)
Balances as of January 1, 2021		1,428,980		$	0.11
Granted		6,737,344			7.69
Exercised		(2,121,815	)		0.08			$	183
Forfeited		(191,750	)		5.47
Balances as of October 3, 2021		5,852,759		$	8.67		9.4	$	59,419
Vested and exercisable at October 3, 2021		610,069		$	4.14		7.7	$	8,955
Unvested and exercisable at October 3, 2021		4,871,693		$	8.72		9.5	$	49,218


(1)	The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise.

Unvested early exercised stock options which are subject to repurchase by the Company are not considered participating securities as those shares do not have non-forfeitable rights to dividends or dividend equivalents. Unvested early exercised stock options are not considered outstanding for purposes of the weighted average outstanding share calculation until they vest.

As of October 3, 2021, 5,823,232 shares remained subject to the Company’s right of repurchase as a result of early exercised stock options. The remaining liability related to early exercised shares as of October 3, 2021 was $0.4 million and was recorded in other current and non-current liabilities in the condensed consolidated balance sheets.

Restricted Stock Unit Activity

During the quarter ended October 3, 2021, the Company awarded 117,611 shares of restricted stock units under the 2021 equity incentive plan.

Net Loss Per Share - Summary of potentially dilutive securities excluded from computation of diluted net loss per share (Details) - shares	9 Months Ended
	Oct. 03, 2021	Sep. 30, 2020
Stock Options Outstanding [Member]
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities attributable to warrants (in shares)	5,852,759	1,098,663
Restricted Stock Units [Member]
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities attributable to warrants (in shares)	117,611	0
Public Warrants [Member]
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities attributable to warrants (in shares)	11,500,000

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Oct. 03, 2021

Accounting Policies [Abstract]

Business Combination

On July 14, 2021 (the “Closing Date”), Enovix Corporation, a Delaware Corporation (“Legacy Enovix”), Rodgers Silicon Valley Acquisition Corp. (“RSVAC”), and RSVAC Merger Sub Inc., a Delaware Corporation and wholly owned subsidiary of RSVAC (“Merger Sub”), consummated the closing of the transactions contemplated by the Agreement and Plan of Merger, dated February 22, 2021 (the “Business Combination”), by and among RSVAC, Merger Sub and Legacy Enovix (the “Merger Agreement”), following the approval at a special meeting of the stockholders of RSVAC held on July 12, 2021 (the “Special Meeting”). Following the consummation of the Business Combination on the Closing Date, Legacy Enovix changed its name to Enovix Operations Inc., and RSVAC changed its name from Rodgers Silicon Valley Acquisition Corp. to Enovix Corporation. Please refer to Note 3 “Business Combination” for further details of the Business Combination.

Change in Fiscal Year

On September 28, 2021, the audit committee of the Board of Directors of the Company approved a change in the fiscal year end from a year ending on December 31 to a fiscal year calendar typically consisting of four 13-week quarters, with the change to be effective for the Company’s third quarter beginning on July 1, 2021 and ending on October 3, 2021. The Company’s current fiscal year will end on January 2, 2022. The Company’s 2022 fiscal year will be comprised of four fiscal quarters ending on April 3, 2022, July 3, 2022, October 2, 2022 and January 1, 2023, respectively. The updated calendar will occasionally include a 14-week fourth quarter, which will first occur in fiscal year 2025, starting on September 29, 2024 and ending on January 5, 2025. Enovix is making the fiscal year change on a prospective basis and will not adjust operating results for prior periods.

Basis of Presentation and Consolidation

Liquidity and Capital Resources

Unaudited Interim Condensed Consolidated Financial Statements

Use of Estimates

Summary of Significant Accounting Policies

Debt

instruments pursuant to Accounting Standards Codification (“ASC”), Topic 815, Derivatives and Hedging (“ASC 815”). See Note 7 “Debt” for more information.

Common Stock Warrants

The Company accounts for the warrants in accordance with ASC Topic 815, Derivative and Hedging.

Emerging Growth Company Status

Recently Adopted Accounting Pronouncements

The effect of the adoption of ASC 842 on the condensed consolidated balance sheet as of January 1, 2021 was as follows (in thousands):


	December 31, 2020		Adjustments from Adoption of ASC 842			January 1, 2021
Operating lease, right-of-use assets	$	—	$	6,873		$	6,873
Other liabilities		14		(14	)		—
Deferred rent, non-current		1,567		(1,567	)		—
Operating lease liabilities, non-current		—		8,551			8,551

Condensed Statement of Shareholders' Equity (Unaudited) - USD ($)	Total	Previously Reported [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Convertible Preferred Stock [Member] Previously Reported [Member]	Convertible Preferred Stock [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Series P-2 Convertible Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Previously Reported [Member]	Common Stock [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Common Stock [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Common Stock [Member] Series P-2 Convertible Preferred Stock [Member]	Additional Paid in Capital [Member]	Additional Paid in Capital [Member] Previously Reported [Member]	Additional Paid in Capital [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Additional Paid in Capital [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Additional Paid in Capital [Member] Series P-2 Convertible Preferred Stock [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Previously Reported [Member]	Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Accumulated Deficit [Member] Series P-2 Convertible Preferred Stock [Member]
Beginning balance at Dec. 31, 2019		$ (126,943,000)	$ 129,921,000	$ 2,978,000	$ 129,921,000	$ (129,921,000)			$ 59,000	$ (53,000)	$ 6,000			$ 40,626,000	$ 129,974,000	$ 170,600,000			$ (167,628,000)	$ 0	$ (167,628,000)
Beginning balance, Shares at Dec. 31, 2019					153,758,348	(153,758,348)			65,196,490	(1,992,064)	63,204,426
Issuance of common stock upon exercise of stock options Shares								5,260
Vesting of early exercised stock options	$ 6,000												$ 6,000					$ 0
Issuance of series P-2 Preferred stock							$ 29,012,000					$ 1,000					$ 29,011,000					$ 0
Issuance of series P-2 Preferred stock Number of shares issued												12,488,024
Conversion of promissory notes to Series P-2 convertible preferred stock												3,507,984
Conversion of promissory notes to Series P-2 convertible preferred stock Shares							8,203,000										8,203,000
Stock-based compensation	58,000												58,000					0
Net loss	(7,682,000)																	(7,682,000)
Ending balance at Mar. 31, 2020	32,575,000							$ 7,000					207,878,000					(175,310,000)
Ending balance, Shares at Mar. 31, 2020								79,205,694
Beginning balance at Dec. 31, 2019		(126,943,000)	129,921,000	2,978,000	$ 129,921,000	$ (129,921,000)			$ 59,000	$ (53,000)	$ 6,000			40,626,000	129,974,000	170,600,000			(167,628,000)	$ 0	(167,628,000)
Beginning balance, Shares at Dec. 31, 2019					153,758,348	(153,758,348)			65,196,490	(1,992,064)	63,204,426
Net loss	(26,308,000)
Ending balance at Sep. 30, 2020	43,361,000							$ 9,000					237,288,000					(193,936,000)
Ending balance, Shares at Sep. 30, 2020								92,160,168
Beginning balance at Mar. 31, 2020	32,575,000							$ 7,000					207,878,000					(175,310,000)
Beginning balance, Shares at Mar. 31, 2020								79,205,694
Vesting of early exercised stock options	6,000												6,000					0
Issuance of series P-2 Preferred stock							10,201,000										10,200,000					0
Issuance of series P-2 Preferred stock Number of shares issued												4,538,706
Stock-based compensation	58,000												58,000					0
Net loss	(5,150,000)																	(5,150,000)
Ending balance at Jun. 30, 2020	37,690,000							$ 8,000					218,142,000					(180,460,000)
Ending balance, Shares at Jun. 30, 2020								83,744,400
Issuance of common stock upon exercise of stock options Shares								118,448
Vesting of early exercised stock options	4,000												4,000					0
Issuance of series P-2 Preferred stock							$ 19,062,000					$ 1,000					$ 19,061,000					$ 0
Issuance of series P-2 Preferred stock Number of shares issued												8,300,550
Repurchase of unvested restricted common stock, Shares								(3,230)
Stock-based compensation	81,000												81,000					0
Net loss	(13,476,000)																	(13,476,000)
Ending balance at Sep. 30, 2020	43,361,000							$ 9,000					237,288,000					(193,936,000)
Ending balance, Shares at Sep. 30, 2020								92,160,168
Beginning balance at Dec. 31, 2020	$ 36,216,000	(165,840,000)	202,056,000	36,216,000	$ 202,056,000	$ (202,056,000)			$ 65,000	$ (55,000)	$ 10,000			41,373,000	202,111,000	243,484,000			(207,278,000)		(207,278,000)
Beginning balance, Shares at Dec. 31, 2020	100,016,559				324,370,424	324,370,424			93,986,381	6,030,178	100,016,559
Issuance of common stock upon exercise of stock options Value	$ 30,000												30,000
Issuance of common stock upon exercise of stock options Shares								2,112,373
Vesting of early exercised stock options	24,000												24,000
Repurchase of unvested restricted common stock, Shares								(87,768)
Issuance of Series D convertible preferred stock upon exercise of warrants	20,877,000												20,877,000
Issuance of Series D convertible preferred stock upon exercise of warrants Shares								2,020,034
Stock-based compensation	1,555,000												1,555,000
Net loss	(16,165,000)																	(16,165,000)
Ending balance at Mar. 31, 2021	42,537,000							$ 10,000					265,970,000					(223,443,000)
Ending balance, Shares at Mar. 31, 2021								104,061,198
Beginning balance at Dec. 31, 2020	$ 36,216,000	$ (165,840,000)	$ 202,056,000	$ 36,216,000	$ 202,056,000	$ (202,056,000)			$ 65,000	$ (55,000)	$ 10,000			$ 41,373,000	$ 202,111,000	$ 243,484,000			$ (207,278,000)		$ (207,278,000)
Beginning balance, Shares at Dec. 31, 2020	100,016,559				324,370,424	324,370,424			93,986,381	6,030,178	100,016,559
Issuance of common stock upon exercise of stock options Shares	2,121,815
Net loss	$ (41,306,000)
Ending balance at Oct. 03, 2021	$ 323,706,000							$ 14,000					572,276,000					(248,584,000)
Ending balance, Shares at Oct. 03, 2021	145,185,904							145,185,904
Beginning balance at Mar. 31, 2021	$ 42,537,000							$ 10,000					265,970,000					(223,443,000)
Beginning balance, Shares at Mar. 31, 2021								104,061,198
Issuance of common stock upon exercise of stock options Value	4,000												4
Issuance of common stock upon exercise of stock options Shares								9,442
Vesting of early exercised stock options	29,000												29,000
Repurchase of unvested restricted common stock, Shares								(75,111)
Stock-based compensation	2,353,000												2,353,000
Net loss	(14,303,000)																	(14,303,000)
Ending balance at Jun. 30, 2021	30,620,000							$ 10,000					268,356,000					(237,746,000)
Ending balance, Shares at Jun. 30, 2021								103,995,529
Business combination, net of redemptions and equity issuance costs and PIPE financing, net	300,745,000							$ 4,000					300,741,000
Business combination, net of redemptions and equity issuance costs and PIPE financing, net. shares								41,249,985
Vesting of early exercised stock options	29,000												29,000
Repurchase of unvested restricted common stock, Shares								(59,610)
Stock-based compensation	3,150,000												3,150,000
Net loss	(10,838,000)																	(10,838,000)
Ending balance at Oct. 03, 2021	$ 323,706,000							$ 14,000					$ 572,276,000					$ (248,584,000)
Ending balance, Shares at Oct. 03, 2021	145,185,904							145,185,904

Lease (Tables)

9 Months Ended

Oct. 03, 2021

Leases [Abstract]

Summary of Lease Costs

The components of lease costs were as follows (in thousands):


	Quarter Ended October 3, 2021		39-Week Period Ended October 3, 2021
Operating lease cost	$	531	$	1,273

Supplemental lease

Supplemental lease information:


Operating leases		October 3, 2021
Weighted-average remaining lease term		8.8 years
Weighted-average discount rate		6.8%

Summary of supplemental cash flow information

Supplemental cash flow information related to leases are as follows (in thousands):


	39-Week Period Ended October 3, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,084
Lease liabilities arising from obtaining ROU assets:
Operating leases		8,763

Schedule of Maturity of Lease Liabilities

The following is a schedule of maturities of lease liabilities as of October 3, 2021 (in thousands).


	Operating lease
2021 (remaining three months)	$	333
2022		1,366
2023		1,406
2024		1,449
2025		1,492
Thereafter		7,265
Total		13,311
Less: imputed interest		(3,539	)
Present value of lease liabilities	$	9,772

Schedule of Minimum Commitments Under Non-Cancelable Operating Leases

Minimum commitments under noncancelable operating lease agreements as of December 31, 2020 is as follows (in thousands):


	Operating lease
2021	$	1,267
2022		1,305
2023		1,344
2024		1,384
2025		1,426
Thereafter		7,243
Total	$	13,969

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Oct. 03, 2021	Nov. 09, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 03, 2021
Entity Registrant Name	Enovix Corporation
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 Common Stock, Shares Outstanding		145,245,628
Entity Shell Company	false
Entity Central Index Key	0001828318
Current Fiscal Year End Date	--01-02
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity File Number	001-39753
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3174357
Entity Address, Address Line One	3501 W Warren Avenue
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	510
Local Phone Number	695-2350
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ENVX
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	ENVXW
Security Exchange Name	NASDAQ

Net Loss Per Share

9 Months Ended

Oct. 03, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

Note 10. Net Loss per Share

The Company computes net loss per share of common stock using the two-class method. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, diluted net loss per share of common stock is the same as basic net loss per share of common stock. In connection with the Business Combination, shares of the Company's common stock and all potentially dilutive securities have been retroactively adjusted based on the exchange ratio established in the Business Combination. Please refer to Note 3 “Business Combination” for further details of the Business Combination.


	Quarter Ended October 3, 2021			Three Months Ended September 30, 2020			39-Week Period Ended October 3, 2021			Nine Months Ended September 30, 2020

Numerator:
Net loss attributable to common stockholders - Basic	$	(10,838	)	$	(13,476	)	$	(41,306	)	$	(26,308	)
Increase in fair value of Private Placement Warrants		(8,460	)		—			(8,460	)		—
Net loss attributable to common stockholders - Diluted	$	(19,298	)	$	(13,476	)	$	(49,766	)	$	(26,308	)

Denominator:
Weighted-average shares outstanding used in computing net loss per share of common stock, basic		133,492,216			85,637,835			109,317,614			76,167,628
Incremental common shares from assumed exercise of Private Placement Warrants		1,559,912			—			536,926			—
Weighted-average shares outstanding used in computing net loss per share of common stock, Diluted		135,052,128			85,637,835			109,854,540			76,167,628

Net loss per share of common stock:
Basic	$	(0.08	)	$	(0.16	)	$	(0.38	)	$	(0.35	)
Diluted	$	(0.14	)	$	(0.16	)	$	(0.45	)	$	(0.35	)

The following table discloses shares of the securities as of October 3, 2021 and September 30, 2020 that could potentially have a dilutive effect to the basic earnings per share of common stock in the future. As the Company reported losses for the periods presented, all of these potentially dilutive securities were anti-dilutive and are excluded in the computation of diluted net loss per share. Accordingly, the diluted net loss per share equals to the basic net loss per share.


	As of
	October 3, 2021		September 30, 2020
Stock options outstanding		5,852,759		1,098,663
Restricted stock units		117,611		—
Public Warrants		11,500,000		—

Related Party Transactions

9 Months Ended

Oct. 03, 2021

Related Party Transactions

Note 12. Related Party

Founder Shares

On September 24, 2020, RSVAC issued an aggregate of 5,750,000 shares of common stock (the “Founder Shares”) to the Sponsor, Rodgers Capital LLC, for an aggregate purchase price of $25,000 in cash. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds

$14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. On September 8, 2021, the Sponsor made an in-kind distribution of a portion of its Founder Shares to certain members of Rodgers Capital LLC.

Related Party Loans

In 2019, existing shareholders, which included members of the board of directors and members of management purchased the convertible promissory notes as disclosed in Note 7 “Debt”. In 2020, these convertible promissory notes with an aggregate original principal balance of $5.7 million and accrued interest of $0.1 million converted into 19,001,815 shares of Series P-2 convertible preferred stock.

In May 2021, the Company issued the Secured Promissory Note with an aggregate principal balance of $15.0 million and an interest at a rate of 7.5% per annum, payable monthly and on the maturity date. On July 14, 2021, the Company repaid all amounts outstanding under the Secured Promissory Note, which totaled $15.2 million in principal and interest. See Note 7 “Debt” for more detailed discussion.

Organization and Basis of Presentation

9 Months Ended

Oct. 03, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Basis of Presentation

Note 1. Organization and Basis of Presentation

Organization

Enovix Corporation ("Enovix" or the “Company”) was incorporated in Delaware in 2006. The Company designs, develops, and manufactures an advanced silicon-anode lithium-ion battery using proprietary 3D cell architecture that increases energy density and maintains a high cycle life. The Company is headquartered in Fremont, California.

The Company is focused on the development and commercialization of its silicon-anode lithium-ion batteries. Planned principal operations of commercial manufacturing have not yet commenced. As of October 3, 2021, the Company has not generated product revenue from its planned principal business activities.

Business Combination

Change in Fiscal Year

Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Oct. 03, 2021	Dec. 31, 2020
Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 64,440
Convertible Preferred Stock Warrants [Member]
Liabilities:
Warrant Liability		$ 15,995
Level 1 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability
Level 1 [Member] \| Convertible Preferred Stock Warrants [Member]
Liabilities:
Warrant Liability
Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability	64,440
Level 3 [Member] \| Convertible Preferred Stock Warrants [Member]
Liabilities:
Warrant Liability		15,995
Level 2 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant Liability
Level 2 [Member] \| Convertible Preferred Stock Warrants [Member]
Liabilities:
Warrant Liability

Debt

9 Months Ended

Oct. 03, 2021

Debt Disclosure [Abstract]

Debt

Note 7. Debt

Secured Promissory Note

On May 24, 2021, the Company issued to a member of the board of directors a secured promissory note (the “Secured Promissory Note”) with an aggregate principal balance of $15.0 million, which was funded at that time. The Secured Promissory Note bore interest at a rate of 7.5% per annum, payable monthly and on the maturity date. All unpaid interest and principal was due and payable upon request by the holders on or after the earlier of (i) the closing of the Merger Agreement and (ii) October 25, 2021. The Company granted a security interest in all of the Company’s personal property, then existing or thereafter arising, including all accounts, inventory, equipment, general intangibles, financial assets, investment property, securities, deposit accounts, and the proceeds thereof, but which did not include the intellectual property.

On July 14, 2021, the Company repaid all amounts outstanding under the Secured Promissory Note, which totaled $15.2 million in principal and interest. In the connection with the note repayment, the Company incurred $0.1 million of loss on early debt extinguishment related to the write-off of unamortized debt issuance costs in the third quarter of 2021. The Company paid $0.2 million of interest for the 39-week period ended October 3, 2021. As of October 3, 2021, the Company had no outstanding debt.

2020 Paycheck Protection Program Loan

In April 2020, the Company entered into a loan agreement with the Small Business Administration (“SBA”) pursuant to the Paycheck Protection Program Loan (the “PPP Loan”) established under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The Company received loan proceeds of $1.6 million. During 2020, the Company used all PPP Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities and was approved for loan forgiveness prior to December 31, 2020. As the entirety of the PPP Loan was forgiven in 2020, the outstanding obligation was extinguished and a gain on extinguishment was recognized in other income in the consolidated statement of operations for the year ended December 31, 2020.

2019 Convertible Promissory Notes

On December 13, 2019, the Company issued, to existing shareholders which included members of the board of directors and members of management, convertible promissory notes with an aggregate original principal balance of $5.7 million, an interest rate of 6% per annum compounded annually, and a maturity date of December 13, 2020. The Company elected to measure the convertible promissory notes at fair value in accordance with the fair value option. As such, the promissory notes were initially recognized at fair value (i.e., the principal amount) with any changes in fair value recognized in other income, net.

On March 25, 2020, all outstanding principal and accrued interest of $0.1 million were converted into 19,001,815 shares of Series P-2 preferred stock at a conversion price equal to the cash price paid per shares and a 30% discount. Upon conversion, the Company recorded a change in the fair value of the promissory notes of $2.4 million, which is included in other income, net in the condensed consolidated statement of operations for the nine months ended September 30, 2020. As of October 3, 2021 and December 31, 2020, the Company had no outstanding convertible promissory notes.

Property and Equipment

9 Months Ended

Oct. 03, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5. Property and Equipment

Property and equipment as of October 3, 2021 and December 31, 2020, consisted of the following (in thousands):


	October 3, 2021			December 31, 2020
Process equipment	$	6,275		$	4,085
Office equipment		402			369
Furniture and fixtures		639			65
Leasehold improvements		1,878			921
Construction in progress		56,673			29,568
Total property and equipment		65,867			35,008
Less: Accumulated depreciation		(4,271	)		(3,718	)
Property and equipment, net	$	61,596		$	31,290

Depreciation expenses related to the property and equipment were as follows (in thousands):


	Quarter Ended October 3, 2021		Three Months Ended September 30, 2020		39-Week Period Ended October 3, 2021		Nine Months Ended September 30, 2020
Depreciation expense	$	299	$	147	$	674	$	436

Leases

9 Months Ended

Oct. 03, 2021

Leases [Abstract]

Leases

Note 6. Leases

The Company leases its headquarters, engineering and manufacturing space in Fremont, California under a single non-cancelable operating lease, right of use asset with an expiration date of August 31, 2030. In March 2021, the Company entered into a new agreement to lease office space in Fremont, California under a noncancelable operating lease that expires in April 2026 with an option to extend for five years.

The components of lease costs were as follows (in thousands):


	Quarter Ended October 3, 2021		39-Week Period Ended October 3, 2021
Operating lease cost	$	531	$	1,273

Supplemental lease information:


Operating leases		October 3, 2021
Weighted-average remaining lease term		8.8 years
Weighted-average discount rate		6.8%

Supplemental cash flow information related to leases are as follows (in thousands):


	39-Week Period Ended October 3, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,084
Lease liabilities arising from obtaining ROU assets:
Operating leases		8,763

Maturities of Lease Liabilities

The following is a schedule of maturities of lease liabilities as of October 3, 2021 (in thousands).


	Operating lease
2021 (remaining three months)	$	333
2022		1,366
2023		1,406
2024		1,449
2025		1,492
Thereafter		7,265
Total		13,311
Less: imputed interest		(3,539	)
Present value of lease liabilities	$	9,772

Prior Year Lease Disclosure under ASC 840

Under the legacy accounting guidance ASC 840, rent expense for the three and nine months ended September 30, 2020 were $0.3 million and $1.0 million, respectively.

Minimum commitments under noncancelable operating lease agreements as of December 31, 2020 is as follows (in thousands):


	Operating lease
2021	$	1,267
2022		1,305
2023		1,344
2024		1,384
2025		1,426
Thereafter		7,243
Total	$	13,969

Convertible Preferred Stock and Warrants - Additional Information (Details) $ / shares in Units, $ in Thousands				1 Months Ended	9 Months Ended
	Feb. 22, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares	Aug. 31, 2016 $ / shares shares	Mar. 31, 2020 shares	Oct. 03, 2021 d $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Dec. 04, 2021 $ / shares	Sep. 30, 2021 shares	Jun. 30, 2021 shares	May 25, 2020 $ / shares
Class Of Stock [Line Items]
Preferred stock, par value \| $ / shares		$ 0.0001			$ 0.0001
Preferred stock, shares issued		0			0				334,531,360
Preferred stock, shares outstanding		0			0				334,531,360
Proceeds from issuance of convertible preferred stock, net \| $						$ 58,275
Convertible preferred stock, shares issued upon conversion								19,001,815
Series F [Member]
Class Of Stock [Line Items]
Preferred stock, shares issued									82,233,867
Preferred stock, shares outstanding									82,233,867
Preferred stock, additional shares issued					119,728,123
Series P-2 [Member]
Class Of Stock [Line Items]
Preferred stock, par value \| $ / shares						$ 0.43
Preferred stock, shares issued						137,191,132			170,612,076
Preferred stock, shares outstanding									170,612,076
Equity issuance costs \| $						$ 1,000
Proceeds from issuance of convertible preferred stock, net \| $						$ 58,300
Public Warrants [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Warrant exercise period after completion of business combination					30 days
Warrant exercise period after completion of initial public offering					12 months
Public warrants expiration term					5 years
Exercise price of warrants \| $ / shares					$ 11.50
Warrants outstanding, shares					11,500,000
Public Warrants [Member] \| Common Stock [Member] \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member]
Class Of Stock [Line Items]
Warrants redemption price \| $ / shares					$ 0.01
Warrant notice of redemption period					30 days
Warrant redemption condition minimum share price \| $ / shares					$ 18.00
Threshold trading days for redemption of public warrants \| d					20
Threshold consecutive trading days for redemption of public warrants \| d					30
Private Placement Warrants [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Warrants outstanding, shares					6,000,000
Private Placement Warrants [Member] \| Common Stock [Member] \| Subsequent Event [Member]
Class Of Stock [Line Items]
Exercise price of warrants \| $ / shares							$ 11.50
Private Placement Warrants [Member] \| Common Stock [Member] \| Initial Public Offering [Member]
Class Of Stock [Line Items]
Class of warrant or right issued					6,000,000
Warrants [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Warrants outstanding, shares					17,500,000
Warrants [Member] \| Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Warrants outstanding, shares					0
Warrants [Member] \| Legacy Enovix Series D Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Public warrants expiration term			7 years							5 years
Exercise price of warrants \| $ / shares	$ 0.01		$ 0.01							$ 0.01
Warrants outstanding, shares	10,160,936	10,941,986
Stock conversion ratio		1.08
Class of warrant or right issued			3,160,936	7,000,000
Proceeds from exercise of convertible preferred stock warrants \| $	$ 100

Condensed Statement of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 03, 2021	Sep. 30, 2020	Oct. 03, 2021	Sep. 30, 2020
Operating Expenses:
Cost of revenue	$ 104	$ 1,153	$ 1,847	$ 2,382
Research and development	10,301	3,807	25,413	9,442
Selling, general and administrative	8,791	1,486	17,500	3,766
Total operating expenses	19,196	6,446	44,760	15,590
Loss from operations	(19,196)	(6,446)	(44,760)	(15,590)
Other income (expense):
Changes in fair value of convertible preferred stock warrants and common stock warrants	8,460	(7,031)	3,679	(6,756)
Issuance of convertible preferred stock warrants (non-cash)	0	0	0	(1,476)
Change in fair value of convertible promissory notes	0	0	0	(2,422)
Interest expense, net	(52)	0	(187)	(107)
Other (expense) income, net	(50)	1	(38)	43
Total other (expense) income, net	8,358	(7,030)	3,454	(10,718)
Net loss	$ (10,838)	$ (13,476)	$ (41,306)	$ (26,308)
Net loss per share, basic	$ (0.08)	$ (0.16)	$ (0.38)	$ (0.35)
Weighted average number of common shares outstanding, basic	133,492,216	85,637,835	109,317,614	76,167,628
Net loss per share, diluted	$ (0.14)	$ (0.16)	$ (0.45)	$ (0.35)
Weighted average number of common shares outstanding, diluted	135,052,128	85,637,835	109,854,540	76,167,628

Business Combination - Summary of Number of Shares of Common Stock Issued in Consummation of Merger (Details)

Jul. 14, 2021

Business Acquisition [Line Items]

RSVAC common stock shares outstanding prior to the Business Combination

28,750,000

Less redemption of RSVAC common stock shares

(15)

RSVAC [Member]

Business Acquisition [Line Items]

RSVAC common stock shares

28,749,985

RSVAC common stock shares and PIPE Shares

41,249,985

Legacy Enovix common shares

103,995,643

^[1]

Total shares of Common Stock immediately after the Business Combination

145,245,628

RSVAC [Member] | PIPE Financing [Member]

Business Acquisition [Line Items]

PIPE Shares issued

12,500,000

[1]	The number of Legacy Enovix common shares was determined from the 563,316,738 shares of Legacy Enovix common stock outstanding immediately prior to the closing of the Business Combination converted at the exchange ratio of 0.1846. All fractional shares were rounded

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Oct. 03, 2021

Accounting Policies [Abstract]

Effect of adoption of ASC 842

The effect of the adoption of ASC 842 on the condensed consolidated balance sheet as of January 1, 2021 was as follows (in thousands):


	December 31, 2020		Adjustments from Adoption of ASC 842			January 1, 2021
Operating lease, right-of-use assets	$	—	$	6,873		$	6,873
Other liabilities		14		(14	)		—
Deferred rent, non-current		1,567		(1,567	)		—
Operating lease liabilities, non-current		—		8,551			8,551

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Oct. 03, 2021	Sep. 30, 2020
Lessee, Lease, Description [Line Items]
Period for option to extend leases		5 years
Option to extend description		In March 2021, the Company entered into a new agreement to lease office space in Fremont, California under a noncancelable operating lease that expires in April 2026 with an option to extend for five years.
Lease expiration date		Aug. 31, 2030
Rent expense	$ 0.3		$ 1.0

Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions	Jul. 14, 2021 USD ($) $ / shares shares	Oct. 03, 2021 $ / shares shares	Jun. 30, 2021 shares	Dec. 31, 2020 $ / shares shares
Business Acquisition [Line Items]
Common stock, par value \| $ / shares		$ 0.0001		$ 0.0001
Stockholders equity exchange ratio	0.1846
Common stock, shares issued		145,185,904		100,016,559
Common stock, shares authorized		1,000,000,000		1,000,000,000
Preferred stock, par value \| $ / shares		$ 0.0001		$ 0.0001
Preferred stock, shares authorized		10,000,000	334,713,204	0
Switchback [Member] \| Subscription Agreement [Member] \| PIPE Financing [Member]
Business Acquisition [Line Items]
Issuance of series P-2 Preferred stock Number of shares issued	12,500,000
Share price \| $ / shares	$ 14.00
Issuance of series P-2 Preferred stock \| $	$ 175.0
Legacy Enovix [Member]
Business Acquisition [Line Items]
Common stock, par value \| $ / shares	$ 0.0001
Stockholders equity exchange ratio	1,846
Common stock, shares authorized	1,000,000,000
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	10,000,000
Legacy Enovix [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Business acquisition, share price \| $ / shares	$ 10.00
Common stock, shares issued	103,995,643
Common stock remain reserved for outstanding	5,547,327
RSVAC [Member]
Business Acquisition [Line Items]
Liability assumed \| $	$ 73.4

Commitments and Contingencies

9 Months Ended

Oct. 03, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8. Commitments and Contingencies

Purchase Commitments

The Company did not enter into noncancelable purchase obligations and, therefore, the Company did not have any purchase commitments as of October 3, 2021 and December 31, 2020.

Litigation

Michael Costello v. Rodgers Silicon Valley Acquisition Corp., et al., 21-CV-01536, Superior Court of California, San Mateo County

On March 22, 2021, Michael Costello filed a complaint in the Superior Court of California, San Mateo County, against RSVAC and RSVAC’s board of directors. The plaintiff alleges, among other things, that the RSVAC directors breached their fiduciary duties in connection with the terms of a proposed transaction, and that the disclosures in RSVAC’s registration statement regarding the proposed transaction were materially deficient. This case was voluntarily dismissed on August 24, 2021.

Derek Boxhorn v. Rodgers Silicon Valley Acquisition Corp., et al., 1:21-cv-02900 (SDNY)

On April 5, 2021, Derek Boxhorn filed a complaint in the United States District Court for the Southern District of New York against RSVAC and RSVAC’s board of directors. The plaintiff alleges, among other things, that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and that the individual defendants breached their fiduciary duties, in connection with the terms of the Business Combination, and that RSVAC’s registration statement contained materially incomplete and misleading information regarding the Business Combination. This case was voluntarily dismissed on October 19, 2021.

From time to time, we may become, involved in various legal proceedings arising in the ordinary course of our business. We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results or financial condition.

Guarantees and Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

The Company also has indemnification obligations to its officers and directors for specified events or occurrences, subject to some limits, while they are serving at the Company’s request in such capacities. There have been no claims to date and the Company has

director and officer insurance that may enable the Company to recover a portion of any amounts paid for future potential claims. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities relating to these obligations for the period presented.

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Oct. 03, 2021	Oct. 03, 2021
Property, Plant and Equipment [Abstract]
Capitalization of development costs	$ 1.0	$ 2.0

Leases - Supplemental Cash Flow Information Related To Leases (Details) $ in Thousands	9 Months Ended
	Oct. 03, 2021 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 1,084
Operating leases	$ 8,763

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Oct. 03, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Process equipment	$ 6,275	$ 4,085
Office equipment	402	369
Furniture and fixtures	639	65
Leasehold improvements	1,878	921
Construction in progress	56,673	29,568
Total property and equipment	65,867	35,008
Less: Accumulated depreciation	4,271	3,718
Property, Plant and Equipment, Net, Total	$ 61,596	$ 31,290

Stock-based Compensation (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 03, 2021	Sep. 30, 2020	Oct. 03, 2021	Sep. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense, tax benefit	$ 0	$ 0	$ 0	$ 0
Unrecognized stock-based compensation expenses	41,300		$ 41,300
Weighted average period of recognition for unrecognized stock-based compensation			3 years 8 months 12 days
Shares remained subject to right of repurchase			5,823,232
Early exercised liability	$ 400		$ 400
RSU shares awarded			6,737,344
Restricted Stock Units (RSUs) [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
RSU shares awarded	117,611

Fair Value Measurements - Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants (Details)	Oct. 03, 2021	Jul. 14, 2021	Feb. 22, 2021	Sep. 30, 2020
Risk-Free Interest Rate [Member] \| Common Stock Warrants Outstanding [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input	0.9
Risk-Free Interest Rate [Member] \| Common Stock Warrants Acquired [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input		0.8
Risk-Free Interest Rate [Member] \| Convertible Preferred Stock Warrants Exercised [Member] \| Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input			0.4
Risk-Free Interest Rate [Member] \| Convertible Preferred Stock Warrants Exercised [Member] \| Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input			0.2
Risk-Free Interest Rate [Member] \| Convertible Preferred Stock Warrants Outstanding [Member] \| Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input				0.3
Risk-Free Interest Rate [Member] \| Convertible Preferred Stock Warrants Outstanding [Member] \| Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input				0.2
Expected Volatility [Member] \| Common Stock Warrants Outstanding [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input	50.0
Expected Volatility [Member] \| Common Stock Warrants Acquired [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input		50.0
Expected Volatility [Member] \| Convertible Preferred Stock Warrants Exercised [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input			75.0
Expected Volatility [Member] \| Convertible Preferred Stock Warrants Outstanding [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input				63.6
Expected Term (Years) [Member] \| Common Stock Warrants Outstanding [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term	4 years 9 months 18 days
Expected Term (Years) [Member] \| Common Stock Warrants Acquired [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term		5 years
Expected Term (Years) [Member] \| Convertible Preferred Stock Warrants Exercised [Member] \| Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term			4 years 1 month 6 days
Expected Term (Years) [Member] \| Convertible Preferred Stock Warrants Exercised [Member] \| Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term			2 years 6 months
Expected Term (Years) [Member] \| Convertible Preferred Stock Warrants Outstanding [Member] \| Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term				4 years 6 months
Expected Term (Years) [Member] \| Convertible Preferred Stock Warrants Outstanding [Member] \| Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term				2 years 10 months 24 days
Expected Dividend Rate [Member] \| Common Stock Warrants Outstanding [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input	0.0
Expected Dividend Rate [Member] \| Common Stock Warrants Acquired [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input		0.0
Expected Dividend Rate [Member] \| Convertible Preferred Stock Warrants Exercised [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input			0.0
Expected Dividend Rate [Member] \| Convertible Preferred Stock Warrants Outstanding [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liabilities, Measurement input				0.0