0000950170-22-004614 | 10-K | XBRL Viewer

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jan. 02, 2022	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 385,293	$ 29,143
Deferred contract costs	4,554	2,955
Prepaid expenses and other current assets	8,274	946
Total current assets	398,121	33,044
Property and equipment, net	76,613	31,290
Operating lease, right-of-use assets	6,669	0
Deferred contract costs, non-current		495
Other assets, non-current	1,162	135
Total assets	482,565	64,964
Current liabilities:
Accounts payable	3,144	2,083
Accrued expenses	7,109	1,999
Accrued compensation	4,101	1,268
Deferred revenue	5,575	5,410
Other liabilities	707	108
Total current liabilities	20,636	10,868
Deferred rent, non-current		1,567
Warrant liability	124,260	15,995
Operating lease liabilities, non-current	9,071	0
Deferred revenue, non-current	2,290	85
Other liabilities, non-current	191	233
Total liabilities	156,448	28,748
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 152,272,287 and 100,016,559 as of January 2, 2022 and December 31, 2020, respectively	15	10
Preferred stock, $0.0001 par value; authorized shares of 10,000,000 and 0 as of January 2, 2022 and December 31, 2020; none issued and outstanding shares as of January 2, 2022 and December 31, 2020, respectively	0	0
Additional paid-in-capital	659,254	243,484
Accumulated deficit	(333,152)	(207,278)
Total stockholders’ equity	326,117	36,216
Total liabilities, convertible preferred stock and stockholders’ equity	$ 482,565	$ 64,964

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jan. 02, 2022	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	152,272,287	100,016,559
Common stock, shares outstanding	152,272,287	100,016,559
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	0
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Operating expenses:
Cost of revenue	$ 1,967	$ 3,375
Research and development	37,850	14,442
Selling, general and administrative	29,705	5,713
Total operating expenses	69,522	23,530
Loss from operations	(69,522)	(23,530)
Other income (expense):
Change in fair value of convertible preferred stock warrants and common stock warrants	(56,141)	(13,789)
Issuance of convertible preferred stock warrants	0	(1,476)
Change in fair value of convertible promissory notes	0	(2,422)
Gain on extinguishment of paycheck protection program loan	0	1,628
Interest expense, net	(187)	(107)
Other income (expense), net	(24)	46
Total other income (expense), net	(56,352)	(16,120)
Net loss	$ (125,874)	$ (39,650)
Net loss per share, basic and diluted	$ (1.07)	$ (0.49)
Weighted average number of common shares outstanding, basic and diluted	117,218,893	80,367,324

Consolidated Statement of Shareholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Cumulative Effect Period Of Adoption Adjustment [Member]	Cumulative Effect Period Of Adoption Adjusted Balance [Member]	Series P2 Convertible Preferred Stock [Member]	Previously Reported [Member]	Preferred Stock [Member] Convertible Preferred Stock [Member] Cumulative Effect Period Of Adoption Adjustment [Member]	Preferred Stock [Member] Previously Reported [Member] Convertible Preferred Stock [Member]	Common Stock [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 P2 Convertible Preferred Stock [Member]	Common Stock [Member] Previously Reported [Member]	Additional Paid in Capital [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 P2 Convertible Preferred Stock [Member]	Additional Paid in Capital [Member] Previously Reported [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Cumulative Effect Period Of Adoption Adjusted Balance [Member]	Accumulated Deficit [Member] Previously Reported [Member]
Beginning balance at Dec. 31, 2019		$ 129,921	$ 2,978		$ (126,943)	$ (129,921)	$ 129,921		$ (53)	$ 6		$ 59		$ 129,974	$ 170,600		$ 40,626		$ (167,628)	$ (167,628)
Beginning balance, Shares at Dec. 31, 2019						(153,758,348)	153,758,348		(1,992,064)	63,204,426		65,196,490
Issuance of common stock upon exercise of stock options	$ 66							$ 1					$ 65
Issuance of common stock upon exercise of stock options, Shares	5,318,139							5,318,139
Vesting of early exercised stock options	$ 21												21
Issuance of series P-2 Preferred stock Number of shares issued											27,989,240
Issuance of Series P-2 convertible preferred stock				$ 63,932							$ 3					$ 63,929
Repurchase of unvested restricted common stock, Shares								(3,230)
Conversion of promissory notes to Series P-2 convertible preferred stock				$ 8,203												$ 8,203
Conversion of promissory notes to Series P-2 convertible preferred stock, Shares											3,507,984
Stock-based compensation	666												666
Net loss	(39,650)																	$ (39,650)
Ending balance at Dec. 31, 2020	$ 36,216							$ 10					243,484					(207,278)
Ending balance, Shares at Dec. 31, 2020	100,016,559							100,016,559
Issuance of common stock upon exercise of stock options	$ 62												62
Issuance of common stock upon exercise of stock options, Shares	2,180,168							2,180,168
Vesting of early exercised stock options	$ 111												111
Repurchase of unvested restricted common stock, Shares								(433,359)
Issuance of Series D convertible preferred stock upon exercise of warrants	20,877												20,877
Issuance of Series D convertible preferred stock upon exercise of warrants, Shares								2,020,034
Business combination, net of redemptions and equity issuance costs and PIPE financing, net	300,745							$ 4					300,741
Business combination, net of redemptions and equity issuance costs and PIPE financing, net, Shares								41,249,985
Issuance of common stock upon exercise of common stock warrants, value	82,546							$ 1					82,545
Issuance of common stock upon exercise of common stock warrants, shares								7,177,885
Vesting of restricted stock units								61,015
Stock-based compensation	11,434												11,434
Net loss	(125,874)																	(125,874)
Ending balance at Jan. 02, 2022	$ 326,117							$ 15					$ 659,254					$ (333,152)
Ending balance, Shares at Jan. 02, 2022	152,272,287							152,272,287

Consolidated Statements of Cash Flows $ in Thousands	12 Months Ended
Consolidated Statements of Cash Flows $ in Thousands	Jan. 02, 2022 USD ($)	Dec. 31, 2020 USD ($)
Cash flows from operating activities:
Net loss	$ (125,874)	$ (39,650)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	995	579
Amortization of right-of-use assets	520	0
Stock-based compensation expense	10,711	666
Changes in fair value of convertible preferred stock warrants and common stock warrants	56,141	13,789
Issuance of convertible preferred stock warrants (non-cash)	0	1,476
Change in fair value of convertible promissory notes	0	2,422
Loss (gain) on early debt extinguishment	60	(1,628)
Interest expense (non-cash)	0	107
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(2,497)	(577)
Deferred contract costs	(967)	(2,482)
Accounts payable	1,523	1,826
Accrued expenses and compensation	5,193	2,617
Deferred revenue	2,370	185
Deferred rent	0	681
Other liabilities	519	(61)
Net cash used in operating activities	(51,306)	(20,050)
Cash flows from investing activities:
Purchase of property and equipment	(43,584)	(26,953)
Net cash used in investing activities	(43,584)	(26,953)
Cash flows from financing activities:
Proceeds from Business Combination and PIPE financing	405,155	0
Payments of transaction costs related to Business Combination and PIPE financing	(31,410)	0
Proceeds from issuance of convertible preferred stock, net	0	63,932
Proceeds from exercise of common stock warrants	77,170	0
Proceeds from secured promissory notes, converted promissory notes and paycheck protection program loan	15,000	0
Proceeds from paycheck protection program loan	0	1,628
Repayment of secured promissory note	(15,000)	0
Payment of debt issuance costs	(90)	0
Proceeds from Exercise of Convertible Preferred Stock Warrants	102	0
Proceeds from the exercise of stock options	190	360
Repurchase of unvested restricted common stock	(27)	0
Net cash provided by financing activities	451,090	65,920
Change in cash, cash equivalents, and restricted cash	356,200	18,917
Cash and cash equivalents and restricted cash, beginning of period	29,218
Cash and cash equivalents, and restricted cash, end of period	385,418	29,218
Supplemental cash flow data (Non-cash):
Net liabilities assumed from Business Combination	(73,400)	0
Accrued purchase of property and equipment	5,488	3,181
Conversion of promissory notes to convertible preferred stock	0	8,073
Settlement of accrued interest expense through conversion of promissory notes to convertible preferred stock	0	130
Issuance of convertible preferred stock warrants	0	1,476
Gain on extinguishment of the paycheck protection program loan	$ 0	$ 1,628

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Jan. 02, 2022	Dec. 31, 2020
Statement Of Cash Flows [Abstract]
Cash and cash equivalents	$ 385,293	$ 29,143
Restricted cash included in prepaid expenses and other current assets	125	75
Total cash, cash equivalents, and restricted cash	$ 385,418	$ 29,218

Organization and Basis of Presentation

12 Months Ended

Jan. 02, 2022

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 January 2, 2022, the Company has not generated product revenue from its planned principal business activities.

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 made the fiscal year change on a prospective basis and did not adjust operating results for prior periods. The Company’s current fiscal year was ended 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.

Summary of Significant Accounting Policies

12 Months Ended

Jan. 02, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The 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 value. 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, were 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 January 2, 2022 and expects to incur operating losses for the foreseeable future. As of January 2, 2022, the Company had a working capital of $377.5 million and an accumulated deficit of $333.2 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 proceeds from the exercise of the Public Warrants, as well as the 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. If the Company is unsuccessful in its efforts to raise additional financing, the Company could be required to significantly reduce operating expenses and reduce its future commercialization efforts and sell unsecured assets, or a combination of the above, any of which may have a material adverse effect on the Company’s business, results of operations, financial condition and/or its ability to fund its scheduled obligations on a timely basis or at all.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the consolidated financial statements and accompanying notes as well as reported amounts of expenses 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. Actual results could differ from those estimates.

In the preparation of the Company's 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 consolidated financial statements. The Company will continue to evaluate the nature and extent of the potential impacts to its business and its consolidated financial statements.

Summary of Significant Accounting Policies

Segment Reporting

The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company level. As a pre-production revenue business with no commercial operations, the Company’s activities to date have been limited and were conducted primarily in the United States (“U.S.”). The Company does not have material activity or assets located outside of the U.S.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities from the date of purchase of 90 days or less to be cash equivalents. Restricted cash as of both January 2, 2022 and December 31, 2020 is comprised of a $0.1 million minimum cash balance required by the Company’s credit card merchant that can be cancelled with thirty days’ notice and is classified within Prepaid expenses and other current assets.

Property and Equipment

Property and equipment are stated at the Company’s original cost, net of accumulated depreciation. Construction in progress is related to the construction or development of property and equipment that have not yet been placed in service for their intended use. Depreciation is calculated using the straight-line method over the estimated useful lives of the following assets below. Leasehold improvements at the leased locations are amortized over the shorter of its lease term or its estimated useful lives.


	Useful Life (Years)
Process equipment	5
Office equipment	5
Furniture and fixtures	5
Leasehold improvements	Shorter of the economic life or the remaining lease term

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the Consolidated Statement of Operations in the period of disposition. Maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense in the period incurred.

Capitalized Software Costs for Internal Use

The Company capitalizes direct costs associated with developing or obtaining internal use software, including enterprise-wide business software, that are incurred during the application development stage. These capitalized costs are recorded as capitalized software within property and equipment. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Once the software is ready for its intended use, amounts capitalized are amortized over an estimated useful life of up to five years, generally on a straight-line basis. Capitalized software costs for internal use is included in office equipment category of the property and equipment on the Consolidated Balance Sheet.

Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets when indicators of impairment exist. The carrying value of a long-lived asset is considered impaired when the estimated separately identifiable, undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented above.

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company early adopted the ASU 2016-02 on January 1, 2021. Results and disclosure requirements for reporting periods beginning after January 1, 2021 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with the legacy lease accounting guidance Topic 840, Leases. See more discussion under “Recent Adopted Accounting Pronouncements.”

Topic 842

Under Topic 842, the Company determines if an arrangement contains a lease and its lease classification at inception. For arrangements, with lease terms greater than 12 months and the Company is the lessee, right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Currently, the Company only has operating leases.

ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate the lease when the Company is reasonably certain that the option will be exercised. The Company combines the lease and non-lease components in determining the operating lease ROU assets and liabilities. Lease expense is recognized on a straight-line basis over the lease term. The lease agreements may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes or other costs. Such variable lease costs are expensed as incurred on the Consolidated Statement of Operations. See Note 6 “Leases” for more information.

Legacy Topic 840

Rent expense for non-cancelable operating leases, including rent escalation clauses, tenant improvement allowances, and rent-free periods when applicable, is 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. The lease term begins on the commencement date as defined in the lease agreement or when the Company takes possession of or begins to control the physical use of the property, whichever is earlier.

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.

Convertible Promissory Notes

In December 2019, the Company issued promissory notes that were convertible into preferred stock which were recorded at fair value at issuance and subject to re-measurement to fair value at each reporting date, with any change in fair value recognized as a separate line item within other income (expense) in the Consolidated Statement of Operations. See Note 4 “Fair Value Measurement and Fair Value of Financial Instruments” and Note 7 “Debt” for more information.

Convertible Preferred Stock Warrants

The Company evaluated whether its warrants for shares of convertible preferred stock are freestanding financial instruments. The warrants were separately exercisable as the exercise of the warrants did not settle or extinguish the related convertible preferred stock. Additionally, the warrants were legally detachable from the related convertible preferred stock because the warrants might be transferred to another unaffiliated party without also transferring the related convertible preferred stock. As the warrants were freestanding financial instruments, they were liability classified.

The warrants were recorded at fair value upon issuance as a non-current liability with a corresponding expense recorded as a change in the fair value of convertible preferred warrants in the Consolidated Statement of Operations. The warrants are subject to re-measurement at each balance sheet date until the earlier of the exercise or expiration, the completion of a deemed liquidation event, or the completion of an initial public offering or sale of the Company. Any change in fair value is recognized in the change in fair of convertible preferred stock warrants in the Consolidated Statement of Operations. See Note 9 “Common Stock, Convertible Preferred Stock and Warrants” for more information on preferred stock warrants.

Convertible Preferred Stock

The Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The convertible preferred stock was recorded outside of stockholders’ equity (deficit) because, in the event of certain deemed liquidation events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock would become redeemable at the option of the holders. In the event of a change of control of the Company, proceeds received from the sale of such shares would be distributed in accordance with the liquidation preferences set forth in the Company’s Amended and Restated Certificate of Incorporation. The Company did not adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such an event would occur. See Note 9 “Common Stock, Convertible Preferred Stock and Warrants” for more information on convertible preferred stock.

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 (the “Private Placement Warrants”) and the remaining warrants are held by other third-party investors (the “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 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 Sheet at fair value, with subsequent changes in fair value recognized in the Consolidated Statement of Operations at each reporting date.

Fair Value of Financial Instruments

The Company’s assets and liabilities, which require fair value measurement on a recurring basis, consist of Private Placement Warrants, convertible preferred stock warrants and convertible promissory notes recorded at fair value. Fair value principles require disclosures regarding the manner in which fair value is determined for assets and liabilities and establishes a three-tiered fair value hierarchy into which these assets and liabilities must be grouped, based upon significant levels of inputs as follows:

•

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; and

•

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 lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

As of January 2, 2022 and December 31, 2020, the carrying values of cash and cash equivalents, accounts payable, accrued liabilities, and the convertible promissory notes approximated the fair value based on the short maturity of those instruments. As of December 31, 2020, convertible preferred stock warrants and convertible promissory notes were carried at fair value and were categorized as Level 3 measurements within the fair value hierarchy. As of January 2, 2022, Private Placement Warrants were carried at fair value and were categorized as Level 3 measurements. See Note 4 “Fair Value Measurement and Fair Value of Financial Instruments” for more information.

Concentrations of Credit Risk and Major Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash and cash equivalent balances in checking, savings, and money market accounts at financial institutions. Amounts held in these accounts may exceed federally insured limits. As of January 2, 2022 and December 31, 2020, the Company has not experienced any losses on such deposits. For the fiscal years ended 2021 and 2020, one individual customer represented 64% and 91%, respectively, of the Company’s total deferred revenue.

Revenue Recognition

Effective January 1, 2019, the Company adopted ASC Topic 606, Revenue from Contracts with Customers. This standard applies to all contracts with customers except for contracts that are within the scope of other accounting standards.

Overall

The Company generates revenue from payments received from its customers based on executed engineering revenue contracts (the “Service Revenue”) for the development of silicon-anode lithium-ion battery technology. The Company has not commenced commercial manufacturing of its product, and thus, no product revenue has been generated to date.

Service Revenue contracts generally include the design and development efforts to conform the Company’s existing battery technology with the customer’s required specifications. Consideration for Service Revenue contracts generally becomes payable when the Company meets specific contractual milestones, which include the design and approval of custom cells, procurement of fabrication tooling to meet the customer’s specifications, and fabrication and delivery of custom cells from the Company's pilot production line. Within the existing Service Revenue contracts, the amount of consideration is fixed, the contracts contain a single performance obligation, and revenue is recognized at the point in time the final milestone is met (i.e., a final working prototype meeting all required specifications) and the customer obtains control of the deliverable. For the fiscal years 2021 and 2020, the Company did not recognize any Service Revenue as final milestones were not yet met.

The Company does not recognize Service Revenue over-time because: (a) the customer does not simultaneously receive and consume the benefits of the Company’s efforts (only once the final prototype is delivered does the customer consume the benefits); (b) the Company’s performance does not create or enhance an asset that the customer controls as the asset is created or enhanced (because the customer does not have rights to the intellectual property); and (c) the Company’s performance creates an asset with an alternative use to the Company, as the Company could repurpose the work performed for other similar customers with little incremental effort. The amount and timing of revenue recognized is intended to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following steps:

Identify the contract with the customer

The Company determines a contract with a customer to exist when (i) the contract is approved by the parties to the contract, (ii) each party’s rights regarding the goods or services to be transferred can be identified, (iii) the payment terms for the goods or services can be identified, (iv) the Company has been determined its customer has the intent and ability to pay, and (v) the contract has commercial substance (its expected future cash flows are expected to change as a result of the contract). The term of the Service Revenue contracts generally last from one to three years beginning at the effective date of the contract.

Identify the performance obligations in the contract

A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

Service Revenue contracts generally contain promises, which include (a) designing battery prototypes to customer specifications (b) status updates (c) testing (d) prototype milestones, and (e) delivery of final battery protypes per the customers specifications. Generally, the Company will own all intellectual property that is developed and directed toward the Company’s silicon-anode lithium-ion battery technology. Accordingly, the customer will only receive prototype units of the Company’s battery technology as well as any design reports that are submitted to them as part of the contract. Prototype units that are delivered throughout the term of the contract provide marginal value to the customers as they are contractually limited in their ability to derive benefit from the prototype units should the contract be terminated. The Company concludes that its performance obligation is the delivery of final protype units, which meet the ultimate specifications set forth by the customer.

Determine the transaction price

Transaction price is determined based on the amount of consideration to which the Company expects to be entitled in exchange for the promised goods or services. Service Revenue contracts are for a fixed amount that will be paid to the Company assuming it fulfills milestone obligations under the contract. Generally, there is no consideration within the Service Revenue contracts that are variable.

Allocate the transaction price to the performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. As the Service Revenue contracts only contains a single performance obligation, the Company will allocate 100% of the contract consideration to the single performance obligation.

Recognize revenue when, or as, a performance obligation is satisfied

Service Revenue is recognized when control of the goods or services is transferred to the customer. For Service Revenue contracts, control transfers upon the shipment of the final production ready prototype unit. Although the Company is entitled to milestone payments as it meets each milestone and such payments are non-refundable, the delivery of the Company’s defined performance obligation does not occur until the final milestone of the contract is met and the final product is accepted by the customer. At that point in time, the Company has generally met all five of the control transfer indicators. Any proceeds received prior to completing the final deliverable are recorded as deferred revenue.

Sales and Transaction Taxes

Sales and other taxes collected from customers and remitted to governmental authorities on revenue-producing transactions are reported on a net basis and are therefore excluded from revenues in the Consolidated Statement of Operations.

Deferred Revenue

Deferred revenue represents situations where the Company has the contractual right to invoice, or cash is collected, but the related revenue has not yet been recognized. Revenue is subsequently recognized when the revenue recognition criteria are met. Service Revenue is generally invoiced based on pre-defined milestones and Service Revenue per the contract is generally recognized upon completion of the final milestone. At this time, the Company has not commenced commercial manufacturing. As of January 2, 2022 and December 31, 2020, total deferred revenue was $7.9 million and $5.5 million, respectively.

Costs to Fulfill a Customer Contract

The revenue recognition standard requires capitalization of certain costs to fulfil a customer contract, such as certain employee compensation for design and development services that specifically relate to customer contracts. Costs are recognized as an asset if they relate directly to a customer contract, generate or enhance resources of the entity that will be used in satisfying future performance obligations, and are expected to be recovered. If these three criteria are not met, the costs are expensed in the period incurred. Deferred costs are recognized as cost of revenue in the period when the related revenue is recognized. As of January 2, 2022 and December 31, 2020, total deferred contract costs were $4.6 million and $3.5 million, respectively.

Cost of Revenues

Cost of revenues includes materials, labor, allocated depreciation expense, and other direct costs related to Service Revenue contracts. Labor consists of personnel-related expenses such as salaries, benefits, and stock-based compensation. Cost of revenue represents costs incurred on certain Service Revenue contracts that was in excess of the amount expected to be recovered.

Research and Development Costs

Research and development costs consist of engineering services, allocated facilities costs, depreciation, development expenses, materials, labor and stock-based compensation related primarily to the Company’s (i) technology development, (ii) design, construction, and testing of preproduction prototypes and models, and (iii) certain costs related to the design, construction, and operation of its pilot plant that is not of a scale economically feasible to the Company for commercial production. Research and development costs are expensed as incurred.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of personnel-related expenses, marketing expenses, allocated facilities expenses, depreciation expenses, executive management travel, and professional services expenses, including legal, human resources, audit, accounting and tax-related services. Personnel related costs consist of salaries, benefits and stock-based compensation. Facilities costs consist of rent and maintenance of facilities.

Merger Transaction Costs

During the year ended January 2, 2022, the Company incurred significant direct and incremental transaction costs related to the recently completed merger with RSVAC. These transaction costs were first deferred and capitalized to the deferred transaction costs, non-current line item in the Consolidated Balance Sheet. After the completion of the Business Combination, these costs were reclassed to and recorded as a reduction of additional paid-in capital. Cash payments for the transaction costs related to the Business Combination and PIPE financing are classified in the Consolidated Statement of Cash Flows as a financing activity. See Note 3 “Business Combination” for more information.

Government Grant

In September 2020, the Company entered into a financial assistance agreement totaling $6.5 million with the Office of Energy Efficiency and Renewable Energy (“EERE”), an office within the U.S. Department of Energy. Under the agreement, the Company will perform research and development under a joint project with the EERE, and the EERE will reimbursee the Company for 49.8% of allowable project costs. The remaining 50.2% in costs would be incurred by the Company. The Company accounts for funds which are probable of being received in the same period in which the costs were incurred as an offset to the related expense (Research and development) or capitalized asset (Property and equipment, net). As of January 2, 2022 and December 31, 2020, the Company had a reimbursement receivable from the assistance agreement of $0.3 million and $0.2 million, which is included in Prepaid expenses and other current assets.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, issued by FASB. Under the asset and liability method specified by ASC 740, deferred tax assets and liabilities are recognized for the future consequences of differences between the carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

In addition, ASC 740 provides comprehensive guidance on the recognition and measurement of tax positions in previously filed tax returns or positions expected to be taken in future tax returns. The benefit from an uncertain tax position must meet a more-likely-than-not recognition threshold and is measured at the largest amount of benefit greater than 50% determined by cumulative probability of being realized upon ultimate settlement with the taxing authority. The Company’s policy is to recognize interest and penalties expense, if any, related to uncertain tax positions as a component of income tax expense.

Stock-Based Compensation

The Company issues stock-based compensation to employees and non-employees in the form of stock options or restricted stock units (“RSUs”).

Restricted Stock Units

Starting in fiscal year 2021, the Company began to grant RSUs to its employees and non-employees and these RSUs generally have a service vesting condition over four or five years. The Company uses its common stock price, which is the last reported sales price on the grant date to value its RSUs. Stock-based compensation expense is recognized using the straight-line attribution method. Forfeitures are recorded when they occur.

Stock options

Generally, the stock options have a maximum contractual term up to 10 years. The fair value of stock options is based on the date of the grant using the Black-Scholes valuation method. The awards are accounted for by recognizing the fair value of the related award over the period during which services are provided in exchange for the award (referred to as the requisite service period, which typically equals the vesting period of the award). The vesting period is generally four or five years. No stock awards have been issued with a market condition or other performance vesting condition. In accordance with ASU 2018-07 Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the measurement of equity-classified non-employee awards is fixed at the grant date. Stock-based compensation expense is recognized using the straight-line attribution method. Forfeitures are recorded when they occur.

Fair Value of Common Stock and Stock Option

Prior to the completion of the Business Combination, the fair value of the Company’s common stock underlying stock options was determined by the Company’s board of directors. Given the absence of a public trading market, the board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each board of directors meeting in which stock awards were approved. These factors included, but were not limited to: (i) contemporaneous third-party valuations of common stock; (ii) the rights, preferences, and privileges of convertible preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) stage and development of the Company’s business; (v) general economic conditions; and (vi) the likelihood of achieving a liquidity event, such as an initial public offering, or sale of the Company, given prevailing market conditions.

Based on the valuation reports from the third-party and the relevant factors as discussed above, the Company determined the fair value per share of the underlying common stock of the stock options.

The following assumptions are used in the Black-Scholes valuation model for the fair value of stock options per share.

•

Expected Term — The expected term of the options represents the average period the share options are expected to remain outstanding. As the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior, the expected term of options granted is derived from the average midpoint between the weighted average vesting and the contractual term, also known as the simplified method. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option.

•

Risk-Free Interest Rate — The risk-free interest rate is based on the yield of U.S. Treasury notes as of the grant date with terms commensurate with the expected term of the option.

•

Dividend Yield — The expected dividends assumption is based on the Company’s expectation of not paying dividends in the foreseeable future, as well as the Company did not pay any dividends in the past.

•

Volatility — Prior to the Business Combination, Legacy Enovix was a private company and did not have any trading history for its ordinary shares, the expected volatility was based on the historical volatilities of the common stock of comparable publicly traded companies that Legacy Enovix selected with comparable characteristics, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the Legacy Enovix’s stock options.

Net Loss per Share of Common Stock

Basic net loss per share of common stock is calculated using the two-class method under which earnings are allocated to both common shares and participating securities. The Company considers participating securities including outstanding stock options, outstanding RSUs, estimated ESPP shares and convertible preferred stocks. 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. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss is not allocated to the convertible preferred stock as the holders of the convertible preferred stock do not have a contractual obligation to share in any losses.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Unvested early exercised stock options are not considered outstanding for purposes of the weighted average outstanding share calculation until they vest.

Diluted earnings per share (“EPS”) attributable to common stockholders adjusts basic EPS for the potentially dilutive impact of the participating securities. As the Company has reported losses for the periods presented, all potentially dilutive securities including convertible preferred stock, stock options and warrants, are generally antidilutive and accordingly, basic net loss per share equals diluted net loss per share, except when there were changes in fair value of the Private Placement Warrants recorded in earnings. With changes in fair value recorded in earnings, an adjustment would be made to both the diluted EPS numerator and denominator to eliminate such effects.

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, and ASC 606, Revenue from Contracts with Customers, 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 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 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 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.

Recent Accounting Pronouncement Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Additionally, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 in April 2019 and ASU 2019-05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU No. 2019-10, which defers the effective date of ASU No. 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of these amendments on its financial statements and related disclosures.

Business Combination

12 Months Ended

Jan. 02, 2022

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 approximately 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 approximately 0.1846. All fractional shares were rounded.

The Business Combination was accounted for as a reverse recapitalization in accordance with 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 Measurement and Fair Value of Financial Instruments

12 Months Ended

Jan. 02, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement and Fair Value of Financial Instruments

Note 4. Fair Value Measurement and Fair Value of Financial Instruments

The fair value of the Company’s financial assets and liabilities are determined in accordance with the fair value hierarchy established in ASC 820, Fair Value Measurements, issued by the FASB. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly

transaction between market participants on the measurement date. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:


Level 1:	Observable inputs, such as quoted prices (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.

Our financial instruments consist primarily of cash and cash equivalents, accounts payable and the warrant liabilities.

Cash and cash equivalents are reported at their respective fair values on our balance sheets. Where quoted prices are available in an active market, securities are classified as Level 1. The Company classifies money market funds as Level 1. When quoted market prices are not available for the specific security, then the Company estimates fair value by using quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, reported trades and broker/dealer quotes. Where applicable the market approach utilizes prices and information from market transactions for similar or identical assets. The Company will classify commercial paper, corporate debt securities and asset-backed securities as Level 2. As of January 2, 2022 and December 31, 2020, the Company did not have short-term and long-term investments that are classified available-for-sale. As of January 2, 2022 and December 31, 2020, the Company had cash and cash equivalents of $385.3 million and $29.1 million, respectively.

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 January 2, 2022 and December 31, 2020 (in thousands).


	Fair Value Measurement using
	Level 1		Level 2		Level 3		Total Fair Value
As of January 2, 2022
Liabilities:
Private Placement Warrants	$	—	$	—	$	124,260	$	124,260

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

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 January 2, 2022, the fair value of the Private Placement Warrant was $20.71 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		51,360		4,781
Fair value as of January 2, 2022	$	124,260	$	—


	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			13,789
Fair value as of December 31, 2020	$	—		$	15,995

As discussed further in Note 7 “Debt,” the Company elected to measure the convertible promissory notes at fair value in accordance with the fair value option. The convertible promissory notes are each a debt host financial instrument containing embedded features and/or options which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging. See Note 7 “Debt” for additional information.

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 January 2, 2022	Private Placement Warrants acquired on July 14, 2021	Convertible preferred stock warrants exercised on February 22, 2021	Convertible preferred stock warrants outstanding as of December 31, 2020
Expected term (in years)	4.5	5.0	2.5 - 4.1	2.6 - 4.2
Expected volatility	77.5%	50.0%	75.0%	63.6%
Risk-free interest rate	1.2%	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

Property and Equipment

12 Months Ended

Jan. 02, 2022

Property Plant And Equipment [Abstract]

Property and Equipment

Note 5. Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Property and equipment as of January 2, 2022 and December 31, 2020, consisted of the following (in thousands):


	January 2, 2022			December 31, 2020
Process equipment	$	6,636		$	4,085
Office equipment		918			369
Furniture and fixtures		639			65
Leasehold improvements		1,878			921
Construction in progress		71,133			29,568
Total property and equipment		81,204			35,008
Less: Accumulated depreciation		(4,591	)		(3,718	)
Property and equipment, net	$	76,613		$	31,290

Depreciation and amortization expenses related to property and equipment for fiscal years 2021 and 2020 were $1.0 million and $0.6 million, respectively.

Leases

12 Months Ended

Jan. 02, 2022

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):


	Year Ended January 2, 2022
Operating lease cost	$	1,535

Supplemental lease information:


Operating leases		January 2, 2022
Weighted-average remaining lease term		8.7 years
Weighted-average discount rate		6.8%

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


	Year Ended January 2, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,418
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 January 2, 2022 (in thousands).


	Operating lease
2022	$	1,366
2023		1,406
2024		1,449
2025		1,492
2026		1,491
Thereafter		5,774
Total		12,978
Less: imputed interest		(3,375	)
Present value of lease liabilities	$	9,603

Prior Year Lease Disclosure under ASC 840

Under the legacy accounting guidance ASC 840, rent expense for the fiscal year 2020 was $1.4 million.

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

Debt

12 Months Ended

Jan. 02, 2022

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 year ended January 2, 2022. As of January 2, 2022, 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 Consolidated Statement of Operations for the fiscal year 2020. As of January 2, 2022 and December 31, 2020, the Company had no outstanding convertible promissory notes.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

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

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1I
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

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

+ Details

Commitments and Contingencies

12 Months Ended

Jan. 02, 2022

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8. Commitments and Contingencies

Purchase Commitments

As of January 2, 2022, the Company’s commitments included an estimated amount of approximately $17.4 million relating to the Company’s open purchase orders and contractual obligations that occurred in the ordinary course of business, including commitments with contract manufacturers and suppliers for which the Company has not received the goods or services, commitments for capital expenditures and construction-related activities for which the Company has not received the services. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to cancel, reschedule, and adjust its requirements based on its business needs prior to the delivery of goods or performance of services. For lease obligations, please refer to Note 6 “Leases” for more details.

Litigations

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. The plaintiff sought, among other things, unspecified monetary damages, attorney’s fees and costs and injunctive relief, including enjoining the Business Combination. The 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. The plaintiff sought, among other things, unspecified monetary damages, attorney’s fees and costs and injunctive relief, including enjoining the Business Combination. The case was voluntarily dismissed on October 19, 2021. After the dismissal and on December 3, 2021, the plaintiff filed a motion for attorneys’ fees and costs, which is pending before the court.

Sopheap Prak et al. v. Enovix Corporation et al., 22CV005846, Superior Court of California, Alameda County

On January 21, 2022, two former machine operator employees filed a putative wage and hour class action lawsuit against Enovix and co-defendant Legendary Staffing, Inc. in the Superior Court of California, County of Alameda. The case is captioned Sopheak Prak & Ricardo Pimentel v Enovix Corporation and Legendary Staffing, Inc., 22CV005846. The Prak complaint alleges, among other things, on a putative class-wide basis, that the defendants failed to pay all overtime wages and committed meal period, rest period and wage statement violations under the California Labor Code and applicable Wage Orders. The plaintiffs are seeking unpaid wages, statutory penalties and interest, and reasonable costs and attorney fees.

From time to time, the Company may become, involved in various legal proceedings arising in the ordinary course of its business. The Company is not currently a party to any other potentially material legal proceedings, and the Company is not aware of any pending or threatened legal proceeding against the Company that the Company believes could have a material adverse effect on the Company's 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.

Common Stock, Convertible Preferred Stock and Warrants

12 Months Ended

Jan. 02, 2022

Stockholders' Equity Note [Abstract]

Common Stock, Convertible Preferred Stock and Warrants

Note 9. Common Stock, Convertible Preferred Stock and Warrants

As of January 2, 2022, 1,000,000,000 shares of common stock, $0.0001 par value per share and 10,000,000 shares of convertible preferred stock, $0.0001 par value per share are authorized.

Common Stock

The Company had authorized 1,000,000,000 shares of common stock, par value $0.0001 and issued and outstanding of 152,272,287 shares as of January 2, 2022. Each holder of a share of common stock is entitled to one vote for each share held and is entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to preferential rights of holders of other classes of stock outstanding. Such dividends shall be payable only when, as and if declared by the board of directors and shall be non-cumulative.

Convertible Preferred Stock

The Company had authorized 10,000,000 shares of convertible preferred stock, par value $0.0001 and there was no share issued and outstanding as of January 2, 2022.

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 December 31, 2020, 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		47,855,805		84,927		85,100
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		324,370,424	$	202,056	$	205,372

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 January 2, 2022, there was no convertible preferred stock outstanding.

For the year ended December 31, 2020, the Company issued 151,610,261 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 $63.9 million cash proceeds, net of $1.5 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.

The conversion, liquidation preference, dividend, voting terms of the convertible preferred stock Series A, Series B, Series C, Series D, Series E, Series E-2, Series F, and Series P-2, as of December 31, 2020 are discussed below.

Conversion

Any shares of convertible preferred stock may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of common stock. The number of shares of common stock to which a holder of convertible preferred stock shall be entitled upon conversion shall be the product obtained by multiplying the Series Preferred Conversion Rate (defined below) then in effect for such series by the number of shares of Series Preferred being converted.

The conversion rate in effect at any time for conversion of any series of Series Preferred (the “Series Preferred Conversion Rate”) shall be the quotient obtained by dividing the original issue price of such series of convertible preferred stock by the applicable Series Preferred Conversion Price (define below).

The Series Preferred Conversion Price for Series A shall initially be $0.3333, Series B shall initially be $0.7541, Series C shall be $1.0829, Series D shall be $1.6411, Series E shall be $1.00, Series E-2 shall be $1.00, Series F shall be $0.2850, and Series P-2 shall be $0.4317.

Liquidation Preference

In a liquidation event, after payments in satisfaction of creditors and the management incentive plan, the proceeds would be distributed first, to the holders of the Series P-2 who shall be entitled to receive an amount equal to the greater of their (i) original purchase price per share plus any declared but unpaid dividends or (ii) the amount per share calculated by dividing the net proceeds into the total fully diluted shares outstanding on an as-if-converted to common stock basis.

After the payment of full liquidation preference of the Series P-2, the holders of Series E and Series F (the “Senior Preferred”) would be entitled to be paid on a pari passu basis an amount per share equal to the applicable original purchase price per share plus all declared and unpaid dividends.

After the payment of full liquidation preference of Series P-2 and Senior Preferred set forth above, the holders of the Series F shall be entitled to receive an amount per share equal to the legal proceeds multiplied by the Series F percentage. After the payment of full liquidation preference of the Series P-2, Senior Preferred, and Series F, the holders of Series A, Series B, Series C, Series D, and Series E-2 (the “Junior Preferred”) would be entitled to be paid on a pari passu basis an amount per share equal to the applicable original purchase price per share plus all declared and unpaid dividends.

After the payment of the full liquidation preference of the Series P-2, the Senior Preferred, the Series F and the Junior Preferred, the assets available for distribution shall be distributed ratably to the holders of the common stock, Senior Preferred and Junior Preferred on an as-if-converted to common stock basis, until such time as when, (i) the holders of the Series A have received an aggregate amount per share of Series A equal to three times their applicable original issue price; and (ii) the holders of Series B, the Series C, Series D, Series E and Series E-2 have received an aggregate amount per share of the Series A, Series B, Series C, Series D, Series E and Series E-2, as the case may be, equal to two times the respective original issue price; thereafter, the remaining assets available for distribution shall be ratably distributed to the holders of common stock, on a per share basis and Series F on an as-if converted to common stock basis.

Dividends

Holders of convertible preferred stock, in preference to the holders of the common stock, shall be entitled to receive, when, as and if declared by the board of directors, but only out of funds that are legally available therefor, cash dividends at the rate of 8% of the original series share issue price per annum on each outstanding share of convertible preferred stock, respectively. Such dividends shall be payable only when, as and if declared by the board of directors and shall be non-cumulative. As of January 2, 2022 and December 31, 2020, the Company had not declared any dividends.

Voting

Each holder of convertible preferred stock is entitled to the number of votes equal to the number of shares of common stock into which such shares of convertible preferred stock could be converted.

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.

Detail related to warrant activity for the year ended December 31, 2020, is as follows:


Convertible Preferred Stock Warrants	Number of Warrants			Weighted Average Exercise Price
Balances as of January 1, 2020		3,342,780		$	0.07
Granted		7,000,000			0.01
Exercised		—			—
Cancelled		(181,844	)		1.10
Balances as of December 31, 2020		10,160,936		$	0.01

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 convertible preferred stock to the holders of such warrants, for a total of $0.1 million. As of January 2, 2022, 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 January 2, 2022, the Company had 4,322,106 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 became 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 expired five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company 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 used 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 was forfeited unless the Public Warrants were exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a Public Warrant had no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

If the Company called the Common Stock Warrants for redemption as described above, management would 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 exercised its option to require all holders to exercise the Common Stock Warrants on a “cashless basis” depended on a variety

of factors including the price of its Common Stock at the time the Common Stock Warrants were 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 would not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices.

On December 7, 2021, the Company delivered the notice of redemption to the holders of the outstanding Public Warrants to redeem all of its outstanding Public Warrants. The holders of the Public Warrants had until January 7, 2022 to exercise their Public Warrants. Any pubic warrants that remained unexercised after 5:00 pm, New York City Time, on January 7, 2022 were voided and were no longer exercisable, and the holders of the Public Warrants would be entitled to receive $0.01 per warrant.

Detail related to Public Warrant activity for the year ended January 2, 2022, is as follows:


Public Warrants	Number of Warrants			Weighted Average Exercise Price
Balances as of January 1, 2021		—		$	—
Assumed through the Business Combination		11,499,991			11.50
Exercised		(7,177,885	)		11.50
Balances as of January 2, 2022		4,322,106		$	11.50

For the fiscal year 2021, 7,177,855 Public Warrants were exercised with the gross proceeds of $82.5 million, of which the Company received payments of $77.2 million and the remaining $5.3 million was considered as other receivable included in Prepaid and Other Current Assets of the Consolidated Balance Sheet as of January 2, 2022. See Note 15 “Subsequent Events" for more information on exercises of the Public Warrants after January 2, 2022.

Private Placement Warrant

The 6,000,000 Private Placement Warrants were 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 became 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 January 2, 2022, 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 and Fair Value of Financial Instruments” for further details of the Private Placement Warrants.

As of January 2, 2022, the remaining contractual term for the outstanding Private Placement Warrants to purchase our common stock is 4.5 years.

Stock-based Compensation

12 Months Ended

Jan. 02, 2022

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

Note 10. Stock-based Compensation

Equity Incentive Plans

As of January 2, 2022, the Company's equity compensation plans include the 2021 Equity Incentive Plan (the “2021 Plan”) and 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

2021 Equity Incentive Plan

The 2021 Plan was approved by the Company's stockholders in July 2021. The 2021 Plan is intended as the successor to and continuation of the 2016 Equity Incentive Plan (the “2016 Plan”). Under the 2021 Plan, employees, directors and consultants of the

Company (“Participants”), are eligible for grants of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and performance awards, collectively referred to as “Stock Awards”. Incentive stock and non-statutory stock options are collectively referred to as “Option(s).”

Under the 2021 Plan, the maximum number of shares of common stock that may be issued is 16,850,000 shares. The number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1st each year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 4% of the total number of shares of the Company’s common stock outstanding on December 31st of the immediately preceding fiscal year or (b) a lesser number determined by the Company’s board of directors prior to the applicable January 1st.

2016 Equity Incentive Plan

The 2016 Plan was terminated when 2021 Plan became effective in July 2021. The 2016 Plan was originally adopted by its board of directors on April 6, 2016 and was most recently amended by its board of directors on December 17, 2020. The 2016 Plan is intended as the successor to and continuation of the Company’s 2006 Equity Incentive Plan.

2021 Employee Stock Purchase Plan

The 2021 ESPP was adopted by the Company's board of directors in June 2021 and approved by the Company's stockholders in July 2021. Under the 2021 ESPP, 5,625,000 shares of common stock was reserved for future issuance. The number of shares reserved for issuance under the 2021 ESPP will automatically increase on January 1st each year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 1% of the total number of shares of the Company's common stock outstanding on December 31st of the preceding calendar year, (b) 2,000,000 shares of the Registrant’s common stock or (c) a lesser number determined by the Company’s board of directors.

The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock at a 15% discount through periodic payroll deductions of up to 15% of base compensation, subject to individual purchase limits in any single purchase date or in one calendar year. The 2021 ESPP provides 18-month offering periods with three 6-month purchase periods with the purchase periods ending on May 7, 2022, November 4, 2022 and May 4, 2023. A new 18-month offering period will commence every six months thereafter. The purchase price for the Company’s common stock under the ESPP is 85% of the lower of the fair market value of the shares at (1) on the offering period or (2) on the purchase date. As of January 2, 2022, the Company did not issue any shares under the 2021 ESPP.

Common stock

The following shares of common stock had been reserved for future issuance as of January 2, 2022:


Exercise of outstanding common stock options			5,753,005
Options and RSUs available for future grants			15,846,770
Outstanding restricted stock units for future vesting			535,449
Common stock employee purchase plan			5,625,000
			27,760,224

Early Exercise of Options

The terms of the 2016 Plan and the 2021 Plan permit the exercise of options granted prior to vesting, subject to required approvals. The unvested shares are subject to the Company’s repurchase right, upon termination of employment, at the lower of (i) the fair market value of the shares of common stock on the date of repurchase or (ii) their original exercise price. The repurchase right lapses 90 days after the termination of the employee’s employment. Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules. Cash received for early exercised stock options is recorded as other current and non-current liabilities on the Consolidated Balance Sheets and is reclassified to common stock and additional paid in capital as such shares vest.

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 January 2, 2022 and December 31, 2020, 5,086,572 and 5,383,935 shares, respectively, 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 both January 2, 2022 and December 31, 2020 were $0.3 million, which was recorded in other current and non-current liabilities in the Consolidated Balance Sheets.

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. Stock-based compensation expense is recognized using the straight-line attribution method. The Company records forfeitures as they occur. The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the Consolidated Statements of Operations for the periods presented below (in thousands).


	Fiscal Years
	2021		2020
Cost of revenue	$	274	$	102
Research and development		6,175		485
Selling, general and administrative		4,262		79
Total stock-based compensation expense	$	10,711	$	666

For the fiscal year 2021, the Company capitalized $0.7 million of stock-based compensation as deferred contract costs and property and equipment, net in the Consolidated Balance Sheet. For the fiscal year 2020, the Company capitalized immaterial amounts of stock-based compensation as deferred contract costs and property and equipment, net in the Consolidated Balance Sheet. As of January 2, 2022, there was approximately $48.2 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 3.6 years.

There was no recognized tax benefit related to stock-based compensation expense for the fiscal years 2021 and 2020.

Stock Option Activity

Options granted under the 2021 Plan and the 2016 Plan to employees generally have a service vesting condition over four or five years. Other vesting terms are permitted and are determined by the Company’s board of directors. Options have a term of no more than ten years from the date of grant and vested options are generally cancelled three months after termination of employment if unexercised.

The following table summarized stock option activities for the fiscal years 2021 and 2020 (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) (2)
Balances as of January 1, 2021		1,428,980		$	0.11
Granted		6,817,420			7.86
Exercised		(2,180,168	)		0.09			$	1,963
Forfeited		(313,227	)		7.77
Balances as of January 2, 2022		5,753,005		$	8.88		9.1	$	105,898
Vested and expected to vest at January 2, 2022		10,839,577		$	4.74		9.0	$	244,342
Vested and exercisable at January 2, 2022		716,777		$	5.23		7.9	$	15,806
Unvested and exercisable at January 2, 2022		4,630,961		$	8.75		9.3	$	85,790


	Number of Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value(1) (2)
Balances as of January 1, 2020		971,332		$	0.16
Granted		5,779,591			0.06
Exercised		(5,318,139	)		0.07			$	6,889
Forfeited/expired		(3,804	)		0.59
Balances as of December 31, 2020		1,428,980		$	0.11		8.8	$	4,042
Vested and expected to vest at December 31, 2020		6,812,915		$	0.07		9.5	$	11,190
Vested and exercisable at December 31, 2020		251,492		$	0.34		5.8	$	2,028
Unvested and exercisable at December 31, 2020		1,024,478		$	0.06		9.8	$	494


(1)	The aggregate intrinsic value of options exercised is based upon the value of the Company’s stock at exercise.
(2)	The aggregate intrinsic value of the stock options outstanding as of December 31, 2021 represents the value of the Company’s closing stock price at $27.28 on December 31, 2021 in excess of the exercise price multiplied by the number of options outstanding.

The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of stock options with the following assumptions for the fiscal years 2021 and 2020.


	Fiscal Years
	2021			2020
Risk-free interest rate	0.5% - 1.3%				0.5	%
Expected term (years)	5.0 - 6.9				6.0
Dividend yield		—	%		—	%
Volatility	48.1% - 49.8%				37.8	%

The estimated weighted-average grant date fair value of stock options granted to employees during the fiscal years 2021 and 2020 were $4.43, and $0.59 per share, respectively. The fair value of stock options that vested during the fiscal years 2021 and 2020 were $6.6 million and $0.3 million, respectively.

Restricted Stock Unit Activity

Since September 2021, the Company primarily grants RSUs to its employees and non-employee directors. The Company generally grants RSUs with requisite service vesting condition over four or five years. Each RSU is not considered issued and outstanding and does not have voting rights until it is converted into one share of the Company's common stock upon vesting. The following table summarized RSUs activities for the fiscal year 2021 (in thousands, except share and per share amount).


	Number of Shares Outstanding			Weighted Average Grant Date Fair Value
Non-vested RSUs Balances as of January 1, 2021		—		$	—
Granted		608,168			23.12
Vested		(61,015	)		21.26
Forfeited		(11,704	)		20.56
Non-vested RSUs outstanding as of January 2, 2022		535,449		$	23.38

The total fair value of RSUs vested during the fiscal year 2021 was $1.8 million.

Employee Stock Purchase Plan Activity

2021 ESPP was approved by the stockholders on July 12, 2021. The first offering date of the 2021 ESPP was in November 2021 and the first purchase date will be in May 2022. The Company uses the Black-Scholes option-pricing model to determine the fair value of estimated shares under the 2021 ESPP with the following assumptions for the fiscal year 2021.


	2021
Risk-free interest rate		0.1	%
Expected term (years)		0.5
Dividend yield		—	%
Volatility		71.5	%

Net Loss Per Share

12 Months Ended

Jan. 02, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Note 12. 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.

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):


	Fiscal Years
	2021			2020

Numerator:
Net loss attributable to common stockholders - basic and diluted	$	(125,874	)	$	(39,650	)

Denominator:
Weighted-average shares outstanding used in computing net loss per share of common stock, basic and diluted		117,218,893			80,367,324

Net loss per share of common stock:
Basic and diluted	$	(1.07	)	$	(0.49	)

The following table discloses shares of the securities as of January 2, 2022 and December 31, 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
	January 2, 2022		December 31, 2020
Stock options outstanding		5,753,005		1,428,980
Restricted stock units		535,449		—
Private Placement Warrants		6,000,000		—
Public Warrants		4,322,106		—
Employee stock purchase plan estimated shares		47,379		—

401(k) Savings Plan

12 Months Ended

Jan. 02, 2022

Text Block [Abstract]

401(k) Savings Plan

Note 11. 401(k) Savings Plan

The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan allows participants to defer a portion of their annual compensation on a pre-tax basis. Additionally, the Company provides a match for employees who contribute. The Company’s matching contributions were $0.5 million and $0.1 million for the fiscal years 2021 and 2020, respectively.

Income Tax

12 Months Ended

Jan. 02, 2022

Income Tax Disclosure [Abstract]

Income Tax

Note 13. Income Tax

The following table discloses net loss before income taxes is attributable to the following geographic locations for the fiscal years 2021 and 2020 (in thousands).


	Fiscal Years
	2021			2020
United States	$	(125,797	)	$	(39,637	)
Foreign		(77	)		(13	)
Net loss before income taxes	$	(125,874	)	$	(39,650	)

During the fiscal years 2021, and 2020, there was no provision for income taxes recorded as the Company generated net operating losses. The difference between the effective tax rate and the U.S. federal statutory tax rate for the fiscal years 2021, and 2020 are as follows:


	Fiscal Years
	2021			2020
Federal statutory tax rate		21.0	%		21.0	%
State and local income taxes, net of federal benefit		3.7	%		4.3	%
Change in fair value of convertible promissory notes		—	%		(1.3	%)
Non-deductible convertible preferred stock warrant expense		(9.4	%)		(8.1	%)
Federal tax credits		0.3	%		0.5	%
Share-based compensation		(0.8	%)		(0.3	%)
Extinguishment of PPP Loan		—	%		0.9	%
Impact of changes in valuation allowance		(14.6	%)		(16.9	%)
Other		(0.2	%)		(0.1	%)
Effective tax rate		—	%		—	%

Deferred tax assets (liabilities) as of January 2, 2022 and December 31, 2020 consist of the following:



	January 2, 2022			December 31, 2020
Gross deferred tax assets:
Deferred rent	$	—		$	442
Lease liabilities		2,687			—
Deferred revenue		2,201			1,538
Share-based compensation		1,769			346
Federal and state credit carryovers		4,604			3,994
Federal and state net operating losses		63,522			48,934
Transaction costs		1,656			—
Depreciation and amortization		250			—
Total gross deferred tax assets		76,689			55,254
Valuation allowance		(74,823	)		(54,734	)
Total deferred tax assets, net of valuation allowance		1,866			520
Deferred tax liabilities:
Depreciation and amortization		—			(520	)
Right-of-use asset		(1,866	)		—
Total deferred tax liabilities		(1,866	)		(520	)
Net deferred tax assets	$	—		$	—

As of January 2, 2022, the Company had $226.3 million of state and $227.2 million of federal loss carryovers that could be utilized to reduce the tax liabilities of future years. The tax-effected loss carryovers were $20.0 million for state before federal effect, and $47.7 million for federal as of January 2, 2022. The Company also had $4.2 million of state research and development (“R&D”) tax credit carryovers and $5.9 million of federal R&D tax credit carryovers as of January 2, 2022.

The state losses expire between 2028 and 2041. Approximately $127.9 million of the federal losses expire between 2026 and 2037 and the remainder do not expire. The federal credit carryovers expire between 2027 and 2041. The state credit carryovers do not expire. Utilization of net operating losses and tax credit carryforwards are subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended, in the event of a change in the Company’s ownership, as defined in current income tax regulations.

Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. Significant judgement is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event the Company changes its determination as to the amount of deferred tax assets that can be realized, it will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

As of January 2, 2022, the Company recognized a full valuation allowance against its U.S. federal and state net deferred tax assets, including operating loss carryovers and credit carryovers. The Company evaluated the realizability of its net deferred tax assets based on all available evidence, both positive and negative, which existed as of January 2, 2022. The Company’s conclusion to maintain a full valuation allowance against its net deferred tax assets was based upon the assessment of its ability to generate sufficient future taxable income in future periods.

The activity related to unrecognized tax benefits for the fiscal years 2021, and 2020 are as follows:


	Fiscal Years
	2021		2020
Balance at beginning of fiscal year	$	4,368	$	3,974
Increases related to current year tax positions		537		394
Increases related to the prior year tax positions		143		—
Balance at end of fiscal year	$	5,048	$	4,368

As of January 2, 2022 and December 31, 2020, none of the amounts of unrecognized tax benefits would favorably affect the effective income tax rate in future periods if recognized, since the tax benefits would increase a deferred tax asset that is currently offset by a full valuation allowance.

As of January 2, 2022, the Company has not identified any unrecognized that benefits where it is reasonably possible that it will recognize a decrease within the next 12 months. If the Company does recognize such a decrease, the net impact on the Consolidated Statement of Operations would not be material.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense on the Consolidated Statement of Operations. For the fiscal years 2021, and 2020, no interest expense was recognized relating to income tax liabilities. There were no accrued interest or penalties related to income tax liabilities as of January 2, 2022 and December 31, 2020.

The Company files income tax returns in the U.S. federal jurisdiction and in the California state jurisdiction. In the normal course of business, the Company is subject to examination by taxing authorities in the U.S. The Company is not currently under examination by any taxing authority.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party

12 Months Ended

Jan. 02, 2022

Related Party

Note 14. 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, which had no impact to the consolidated financial statements.

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.

Employment Relationship

The Company employs a family member of the Company's Chief Executive Officer as an equipment engineer in Fremont.

Subsequent Events

12 Months Ended

Jan. 02, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 15. Subsequent Events

Public Warrant Redemptions

During the period from January 3, 2022 through January 7, 2022, there were 4,126,466 shares of the Public Warrants exercised with gross proceeds of $47.5 million. As of January 7, 2022 after 5:00 pm New York City time, there were 195,640 warrant remained unexercised, which were voided and were no longer exercisable. Pursuant to the warrant agreement, the holders of the Public Warrants were entitled to receive $0.01 per warrant from the Company. On January 19, 2022, the Company received net proceeds of $52.8 million from the warrant exercises, including the $5.3 million of other receivable included in Prepaids and other current assets on the Consolidated Balance Sheet as of January 2, 2022.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jan. 02, 2022

Accounting Policies [Abstract]

Business Combination

Change in Fiscal Year

Basis of Presentation and Consolidation

Liquidity and Capital Resources

Use of Estimates

Segment Reporting

Cash, Cash Equivalents and Restricted Cash

Property and Equipment


	Useful Life (Years)
Process equipment	5
Office equipment	5
Furniture and fixtures	5
Leasehold improvements	Shorter of the economic life or the remaining lease term

Capitalized Software Costs for Internal Use

Impairment of Long-Lived Assets

Leases

Topic 842

Legacy Topic 840

Debt

Convertible Promissory Notes

Convertible Preferred Stock Warrants

Convertible Preferred Stock

Common Stock Warrants

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

Fair Value of Financial Instruments

•

Level 1 — Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date;

•

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.

Concentrations of Credit Risk and Major Customers

Revenue Recognition

Overall

Identify the contract with the customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations in the contract

Recognize revenue when, or as, a performance obligation is satisfied

Sales and Transaction Taxes

Deferred Revenue

Costs to Fulfill a Customer Contract

Cost of Revenues

Research and Development Costs

Selling, General and Administrative Expenses

Merger Transaction Costs

Government Grant

Income Taxes

Stock-Based Compensation

The Company issues stock-based compensation to employees and non-employees in the form of stock options or restricted stock units (“RSUs”).

Restricted Stock Units

Stock options

Fair Value of Common Stock and Stock Option

Based on the valuation reports from the third-party and the relevant factors as discussed above, the Company determined the fair value per share of the underlying common stock of the stock options.

The following assumptions are used in the Black-Scholes valuation model for the fair value of stock options per share.

•

Risk-Free Interest Rate — The risk-free interest rate is based on the yield of U.S. Treasury notes as of the grant date with terms commensurate with the expected term of the option.

•

Net Loss per Share of Common Stock

Emerging Growth Company Status

Recently Adopted Accounting Pronouncements

The effect of the adoption of ASC 842 on the 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

Recent Accounting Pronouncement Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 02, 2022

Accounting Policies [Abstract]

Schedule of property and equipment estimated useful life


	Useful Life (Years)
Process equipment	5
Office equipment	5
Furniture and fixtures	5
Leasehold improvements	Shorter of the economic life or the remaining lease term

Effect of adoption of ASC 842

The effect of the adoption of ASC 842 on the 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

Business Combination (Tables)

12 Months Ended

Jan. 02, 2022

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

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

Fair Value Measurement and Fair Value of Financial Instruments (Tables)

12 Months Ended

Jan. 02, 2022

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis


	Fair Value Measurement using
	Level 1		Level 2		Level 3		Total Fair Value
As of January 2, 2022
Liabilities:
Private Placement Warrants	$	—	$	—	$	124,260	$	124,260

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

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 January 2, 2022	Private Placement Warrants acquired on July 14, 2021	Convertible preferred stock warrants exercised on February 22, 2021	Convertible preferred stock warrants outstanding as of December 31, 2020
Expected term (in years)	4.5	5.0	2.5 - 4.1	2.6 - 4.2
Expected volatility	77.5%	50.0%	75.0%	63.6%
Risk-free interest rate	1.2%	0.8%	0.2% - 0.4%	0.2% - 0.3%
Expected dividend rate	0.0%	0.0%	0.0%	0.0%

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		51,360		4,781
Fair value as of January 2, 2022	$	124,260	$	—


	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			13,789
Fair value as of December 31, 2020	$	—		$	15,995

Property and Equipment (Tables)

12 Months Ended

Jan. 02, 2022

Property Plant And Equipment [Abstract]

Schedule of property and equipment

Property and equipment as of January 2, 2022 and December 31, 2020, consisted of the following (in thousands):


	January 2, 2022			December 31, 2020
Process equipment	$	6,636		$	4,085
Office equipment		918			369
Furniture and fixtures		639			65
Leasehold improvements		1,878			921
Construction in progress		71,133			29,568
Total property and equipment		81,204			35,008
Less: Accumulated depreciation		(4,591	)		(3,718	)
Property and equipment, net	$	76,613		$	31,290

Depreciation and amortization expenses related to property and equipment for fiscal years 2021 and 2020 were $1.0 million and $0.6 million, respectively.

Leases (Tables)

12 Months Ended

Jan. 02, 2022

Leases [Abstract]

Summary of Lease Costs

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


	Year Ended January 2, 2022
Operating lease cost	$	1,535

Supplemental lease

Supplemental lease information:


Operating leases		January 2, 2022
Weighted-average remaining lease term		8.7 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):


	Year Ended January 2, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,418
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 January 2, 2022 (in thousands).


	Operating lease
2022	$	1,366
2023		1,406
2024		1,449
2025		1,492
2026		1,491
Thereafter		5,774
Total		12,978
Less: imputed interest		(3,375	)
Present value of lease liabilities	$	9,603

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

Common Stock, Convertible Preferred Stock and Warrants (Tables)

12 Months Ended

Jan. 02, 2022

Class of Stock [Line Items]

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

Details related to Legacy Enovix's convertible preferred shares, as of December 31, 2020, 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		47,855,805		84,927		85,100
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		324,370,424	$	202,056	$	205,372

Public Warrants [Member]

Class of Stock [Line Items]

Schedule of Warrant Activity

Detail related to Public Warrant activity for the year ended January 2, 2022, is as follows:


Public Warrants	Number of Warrants			Weighted Average Exercise Price
Balances as of January 1, 2021		—		$	—
Assumed through the Business Combination		11,499,991			11.50
Exercised		(7,177,885	)		11.50
Balances as of January 2, 2022		4,322,106		$	11.50

Convertible Preferred Stock [Member] | Warrant [Member]

Class of Stock [Line Items]

Schedule of Warrant Activity

Detail related to warrant activity for the year ended December 31, 2020, is as follows:


Convertible Preferred Stock Warrants	Number of Warrants			Weighted Average Exercise Price
Balances as of January 1, 2020		3,342,780		$	0.07
Granted		7,000,000			0.01
Exercised		—			—
Cancelled		(181,844	)		1.10
Balances as of December 31, 2020		10,160,936		$	0.01

Stock-based Compensation (Tables)

12 Months Ended

Jan. 02, 2022

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

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 Consolidated Statements of Operations for the periods presented below (in thousands).


	Fiscal Years
	2021		2020
Cost of revenue	$	274	$	102
Research and development		6,175		485
Selling, general and administrative		4,262		79
Total stock-based compensation expense	$	10,711	$	666

Summary of fair value assumptions used to determine fair value of estimated shares

The Company uses the Black-Scholes option-pricing model to determine the fair value of estimated shares under the 2021 ESPP with the following assumptions for the fiscal year 2021.


	2021
Risk-free interest rate		0.1	%
Expected term (years)		0.5
Dividend yield		—	%
Volatility		71.5	%

Schedule of common stock reserved for future issuance

The following shares of common stock had been reserved for future issuance as of January 2, 2022:


Exercise of outstanding common stock options			5,753,005
Options and RSUs available for future grants			15,846,770
Outstanding restricted stock units for future vesting			535,449
Common stock employee purchase plan			5,625,000
			27,760,224

Summary of Stock Option Activity

The following table summarized stock option activities for the fiscal years 2021 and 2020 (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) (2)
Balances as of January 1, 2021		1,428,980		$	0.11
Granted		6,817,420			7.86
Exercised		(2,180,168	)		0.09			$	1,963
Forfeited		(313,227	)		7.77
Balances as of January 2, 2022		5,753,005		$	8.88		9.1	$	105,898
Vested and expected to vest at January 2, 2022		10,839,577		$	4.74		9.0	$	244,342
Vested and exercisable at January 2, 2022		716,777		$	5.23		7.9	$	15,806
Unvested and exercisable at January 2, 2022		4,630,961		$	8.75		9.3	$	85,790


	Number of Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value(1) (2)
Balances as of January 1, 2020		971,332		$	0.16
Granted		5,779,591			0.06
Exercised		(5,318,139	)		0.07			$	6,889
Forfeited/expired		(3,804	)		0.59
Balances as of December 31, 2020		1,428,980		$	0.11		8.8	$	4,042
Vested and expected to vest at December 31, 2020		6,812,915		$	0.07		9.5	$	11,190
Vested and exercisable at December 31, 2020		251,492		$	0.34		5.8	$	2,028
Unvested and exercisable at December 31, 2020		1,024,478		$	0.06		9.8	$	494


(1)	The aggregate intrinsic value of options exercised is based upon the value of the Company’s stock at exercise.
(2)	The aggregate intrinsic value of the stock options outstanding as of December 31, 2021 represents the value of the Company’s closing stock price at $27.28 on December 31, 2021 in excess of the exercise price multiplied by the number of options outstanding.

Summary of The Black-Scholes Option Pricing Model to Estimate The Fair Value of Stock Option Granted

The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of stock options with the following assumptions for the fiscal years 2021 and 2020.


	Fiscal Years
	2021			2020
Risk-free interest rate	0.5% - 1.3%				0.5	%
Expected term (years)	5.0 - 6.9				6.0
Dividend yield		—	%		—	%
Volatility	48.1% - 49.8%				37.8	%

Restricted Stock Units [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of common stock reserved for future issuance

The following table summarized RSUs activities for the fiscal year 2021 (in thousands, except share and per share amount).


	Number of Shares Outstanding			Weighted Average Grant Date Fair Value
Non-vested RSUs Balances as of January 1, 2021		—		$	—
Granted		608,168			23.12
Vested		(61,015	)		21.26
Forfeited		(11,704	)		20.56
Non-vested RSUs outstanding as of January 2, 2022		535,449		$	23.38

Net Loss Per Share (Tables)

12 Months Ended

Jan. 02, 2022

Earnings Per Share [Abstract]

Reconciliation of net loss per common share


	Fiscal Years
	2021			2020

Numerator:
Net loss attributable to common stockholders - basic and diluted	$	(125,874	)	$	(39,650	)

Denominator:
Weighted-average shares outstanding used in computing net loss per share of common stock, basic and diluted		117,218,893			80,367,324

Net loss per share of common stock:
Basic and diluted	$	(1.07	)	$	(0.49	)

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
	January 2, 2022		December 31, 2020
Stock options outstanding		5,753,005		1,428,980
Restricted stock units		535,449		—
Private Placement Warrants		6,000,000		—
Public Warrants		4,322,106		—
Employee stock purchase plan estimated shares		47,379		—

Income Tax (Tables)

12 Months Ended

Jan. 02, 2022

Income Tax Disclosure [Abstract]

Schedule of income before income tax domestic and foreign

The following table discloses net loss before income taxes is attributable to the following geographic locations for the fiscal years 2021 and 2020 (in thousands).


	Fiscal Years
	2021			2020
United States	$	(125,797	)	$	(39,637	)
Foreign		(77	)		(13	)
Net loss before income taxes	$	(125,874	)	$	(39,650	)

Schedule of effective income tax rate

The difference between the effective tax rate and the U.S. federal statutory tax rate for the fiscal years 2021, and 2020 are as follows:


	Fiscal Years
	2021			2020
Federal statutory tax rate		21.0	%		21.0	%
State and local income taxes, net of federal benefit		3.7	%		4.3	%
Change in fair value of convertible promissory notes		—	%		(1.3	%)
Non-deductible convertible preferred stock warrant expense		(9.4	%)		(8.1	%)
Federal tax credits		0.3	%		0.5	%
Share-based compensation		(0.8	%)		(0.3	%)
Extinguishment of PPP Loan		—	%		0.9	%
Impact of changes in valuation allowance		(14.6	%)		(16.9	%)
Other		(0.2	%)		(0.1	%)
Effective tax rate		—	%		—	%

Schedule of deferred tax assets (liabilities)

Deferred tax assets (liabilities) as of January 2, 2022 and December 31, 2020 consist of the following:



	January 2, 2022			December 31, 2020
Gross deferred tax assets:
Deferred rent	$	—		$	442
Lease liabilities		2,687			—
Deferred revenue		2,201			1,538
Share-based compensation		1,769			346
Federal and state credit carryovers		4,604			3,994
Federal and state net operating losses		63,522			48,934
Transaction costs		1,656			—
Depreciation and amortization		250			—
Total gross deferred tax assets		76,689			55,254
Valuation allowance		(74,823	)		(54,734	)
Total deferred tax assets, net of valuation allowance		1,866			520
Deferred tax liabilities:
Depreciation and amortization		—			(520	)
Right-of-use asset		(1,866	)		—
Total deferred tax liabilities		(1,866	)		(520	)
Net deferred tax assets	$	—		$	—

Schedule of unrecognized tax benefits

The activity related to unrecognized tax benefits for the fiscal years 2021, and 2020 are as follows:


	Fiscal Years
	2021		2020
Balance at beginning of fiscal year	$	4,368	$	3,974
Increases related to current year tax positions		537		394
Increases related to the prior year tax positions		143		—
Balance at end of fiscal year	$	5,048	$	4,368

Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands		1 Months Ended		12 Months Ended
	Jul. 14, 2021 USD ($)	Sep. 30, 2020 USD ($)	Feb. 29, 2016	Jan. 02, 2022 USD ($) Segment $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Class Of Warrant Or Right [Line Items]
Working capital				$ 377,500
Accumulated deficit				(333,152)	$ (207,278)
Proceeds from business acquisition	$ 373,745			$ 373,700
Number of operating segments \| Segment				1
Impairment charges				$ 0
Common stock, shares issued \| shares				152,272,287	100,016,559
Common stock, shares outstanding \| shares				152,272,287	100,016,559
Common stock, par value \| $ / shares				$ 0.0001	$ 0.0001
Allocation of transaction price to the performance obligations, percentage				100.00%
Financial assistance agreement		$ 6,500
Description of financial assistance agreement				Under the agreement, the Company will perform research and development under a joint project with the EERE, and the EERE will reimbursee the Company for 49.8% of allowable project costs. The remaining 50.2% in costs would be incurred by the Company.
Vesting period				5 years
Deferred Revenue				$ 7,900	$ 5,500
Deferred contract costs				4,600	3,500
ASU term description			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.
Minimum [Member]
Class Of Warrant Or Right [Line Items]
Restricted cash				$ 100	$ 100
Term of service revenue contracts				1 year
Maximum [Member]
Class Of Warrant Or Right [Line Items]
Term of service revenue contracts				3 years
Maximum [Member] \| Capitalized Software Costs for Internal Use [Member]
Class Of Warrant Or Right [Line Items]
Property and equipment, estimated useful life				5 years
Deferred Revenue [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Class Of Warrant Or Right [Line Items]
Concentration risk, percentage				64.00%	91.00%
Prepaid Expense and Other Assets [Member]
Class Of Warrant Or Right [Line Items]
Reimbursement receivable				$ 300	$ 200
Stock Options [Member] \| Maximum [Member]
Class Of Warrant Or Right [Line Items]
Contractual term				10 years
Common Stock Warrants [Member]
Class Of Warrant Or Right [Line Items]
Common stock, shares issued \| shares				17,500,000
Common stock, shares outstanding \| shares				17,500,000
Common stock, par value \| $ / shares				$ 11.50
Contractual term				5 years
Warrant exercisable date				Dec. 05, 2021
Outstanding public warrant redemption price \| $ / shares				$ 0.01
Common Stock Warrants [Member] \| Minimum [Member]
Class Of Warrant Or Right [Line Items]
Warrant redemption condition minimum share price \| $ / shares				$ 18.00

Summary of Significant Accounting Policies - Schedule of property and equipment estimated useful life (Details) - Minimum [Member]	12 Months Ended
	Jan. 02, 2022
Process Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	5 years
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	5 years

Summary of Significant Accounting Policies - Schedule of effect of adoption of ASC 842 (Details) - USD ($) $ in Thousands	Jan. 02, 2022	Jan. 01, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Operating lease, right-of-use assets	$ 6,669	$ 6,873	$ 0
Other liabilities		0	14
Deferred rent, non-current		0	1,567
Operating lease liabilities, non-current	$ 9,071	$ 8,551	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
Other liabilities			(14)
Deferred rent, non-current			(1,567)
Operating lease liabilities, non-current			$ 8,551

Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions	Jul. 14, 2021 USD ($) $ / shares shares	Jan. 02, 2022 $ / shares 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		152,272,287	100,016,559
Common stock remain reserved for outstanding		27,760,224
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	0
Subscription Agreement [Member] \| Switchback [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 \| $ / shares	$ 14.00
Issuance of Series P-2 convertible preferred stock \| $	$ 175.0
Legacy Enovix
Business Acquisition [Line Items]
Common stock, par value \| $ / shares	$ 0.0001
Stockholders equity exchange ratio	0.1846
Common stock, shares authorized	1,000,000,000
Preferred stock, par value \| $ / shares	$ 0.0001
Preferred stock, shares authorized	10,000,000
RSVAC [Member]
Business Acquisition [Line Items]
Liability assumed \| $	$ 73.4
Common Stock [Member] \| Legacy Enovix
Business Acquisition [Line Items]
Business acquisition, share price \| shares \| $ / shares	$ 10.00
Common stock, shares issued	103,995,643
Common stock remain reserved for outstanding	5,547,327

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 approximately 0.1846. All fractional shares were rounded.

Business Combination - Summary of Number of Shares of Common Stock Issued in Consummation of Merger (Parenthetical) (Details)	Jul. 14, 2021 shares	Jan. 02, 2022 shares	Dec. 31, 2020 shares
Business Acquisition [Line Items]
Common stock, shares outstanding		152,272,287	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

Business Combination - Summary of Net Cash Proceed from Business Combination (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 14, 2021	Jan. 02, 2022
Business Combinations [Abstract]
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	$ 373,700

Fair Value Measurement and Fair Value of Financial Instruments - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Jan. 02, 2022	Dec. 31, 2020
Private Placement [Member]
Liabilities:
Warrant Liability	$ 124,260
Convertible Preferred Stock Warrants [Member]
Liabilities:
Warrant Liability		$ 15,995
Level 1 [Member] \| Private Placement [Member]
Liabilities:
Warrant Liability
Level 1 [Member] \| Convertible Preferred Stock Warrants [Member]
Liabilities:
Warrant Liability
Level 2 [Member] \| Private Placement [Member]
Liabilities:
Warrant Liability
Level 2 [Member] \| Convertible Preferred Stock Warrants [Member]
Liabilities:
Warrant Liability
Level 3 [Member] \| Private Placement [Member]
Liabilities:
Warrant Liability	$ 124,260
Level 3 [Member] \| Convertible Preferred Stock Warrants [Member]
Liabilities:
Warrant Liability		$ 15,995

Fair Value Measurement and Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 02, 2022	Dec. 31, 2020
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Cash and cash equivalents	$ 385,293	$ 29,143
Long-term investments available-for-sale	0	0
Short-term investments available-for-sale	$ 0	$ 0
Private Placement Warrants [Member]
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Fair value of warrant per share	$ 20.71
Fair value of exercise price	$ 11.50

Fair Value Measurement and Fair Value of Financial Instruments - Level 3 Fair Value Measurements Inputs (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Convertible Promissory Notes [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities at beginning of period	$ 0	$ 5,651
Acquired from the Business Combination		0
Additions		0
Settlements		(8,073)
Change in fair value		2,422
Warrant liabilities at end of period		0
Private Placement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities at beginning of period	0
Acquired from the Business Combination	72,900
Additions	72,900
Settlements	0
Change in fair value	(51,360)
Warrant liabilities at end of period	124,260	0
Convertible Preferred Stock Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities at beginning of period	15,995	730
Acquired from the Business Combination	0	1,476
Additions	0	1,476
Settlements	(20,776)	0
Change in fair value	4,781	13,789
Warrant liabilities at end of period	$ 0	$ 15,995

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Jan. 02, 2022	Dec. 31, 2020
Property Plant And Equipment [Abstract]
Process equipment	$ 6,636	$ 4,085
Office equipment	918	369
Furniture and fixtures	639	65
Leasehold improvements	1,878	921
Construction in progress	71,133	29,568
Total property and equipment	81,204	35,008
Less: Accumulated depreciation	(4,591)	(3,718)
Property and equipment, net	$ 76,613	$ 31,290

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 02, 2021	Dec. 31, 2020
Property Plant And Equipment [Abstract]
Depreciation and amortization expense	$ 1.0	$ 0.6

Leases (Additional Information) (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Period for option to extend leases	5 years
Lessee operating lease option to extend	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
Lease and rental expense		$ 1.4
Lease Agreements [Member]
Lessee, Lease, Description [Line Items]
Lease expiration date	Apr. 30, 2026

Leases - Summary of Lease Costs (Details) $ in Thousands	12 Months Ended
Leases - Summary of Lease Costs (Details) $ in Thousands	Jan. 02, 2022 USD ($)
Leases [Abstract]
Operating lease cost	$ 1,535

Leases - Supplemental lease (Details)	Jan. 02, 2022
Leases [Abstract]
Weighted-average remaining lease term	8 years 8 months 12 days
Weighted-average discount rate	6.80%

Leases - Summary of supplemental cash flow information (Details) $ in Thousands	12 Months Ended
	Jan. 02, 2022 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 1,418
Operating leases	$ 8,763

Leases - Schedule of Maturity of Lease Liabilities (Details) $ in Thousands	Jan. 02, 2022 USD ($)
Leases [Abstract]
2022	$ 1,366
2023	1,406
2024	1,449
2025	1,492
2026	1,491
Thereafter	5,774
Total	12,978
Less: imputed interest	3,375
Present value of lease liabilities	$ 9,603

Leases - Schedule of Minimum Commitments 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	$ 13,969

Debt - Additional Information (Details) - USD ($)					1 Months Ended	12 Months Ended
Debt - Additional Information (Details) - USD ($)	Jul. 14, 2021	May 24, 2021	Mar. 25, 2020	Dec. 13, 2019	Apr. 30, 2020	Jan. 02, 2022	Dec. 31, 2020
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						$ 200,000
Debt outstanding						0
Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Debt outstanding						$ 0	$ 0
Accrued Interest			$ 100,000
Discounts rate			30.00%
Change in the fair value of the promissory notes			$ 2,400,000
Convertible Promissory Notes [Member] \| Series P-2 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

Commitments and Contingencies - Additional Information (Details) $ in Millions	Jan. 02, 2022 USD ($)
Purchase Commitment Excluding Longterm Commitment [Line Items]
Contractual obligation	$ 17.4

Common Stock, Convertible Preferred Stock and Warrants (Additional Information) (Details) $ / shares in Units, $ in Thousands		1 Months Ended		12 Months Ended
	Feb. 22, 2021 USD ($) $ / shares shares	Mar. 31, 2020 $ / shares shares	Aug. 31, 2016 $ / shares shares	Jan. 02, 2022 USD ($) $ / shares shares	Jan. 02, 2022 USD ($) d $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 07, 2021 $ / shares	Dec. 05, 2021 $ / shares	Jul. 14, 2021 shares
Class of Stock [Line Items]
Common stock, shares authorized				1,000,000,000	1,000,000,000	1,000,000,000
Common stock, par value \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized				10,000,000	10,000,000	0
Preferred Stock Par Or Stated Value Per Share \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued				152,272,287	152,272,287	100,016,559
Common Stock, Voting Rights					one
Common stock, shares outstanding				152,272,287	152,272,287	100,016,559
Preferred Stock Shares Outstanding				0	0	0
Preferred Stock Shares Issued				0	0	0
Proceeds From Issuance Of Convertible Preferred Stock \| $					$ 0	$ 63,932
Convertible preferred stock, shares issued upon conversion				19,001,815	19,001,815
Preferred stock, dividends declared \| $ / shares					$ 0	$ 0
Prepaid Expense And Other Assets Current \| $				$ 8,274	$ 8,274	$ 946
Proceeds From Warrant Exercises \| $					$ 77,170	$ 0
Weighted-average remaining contractual term for outstanding warrants					9 years 1 month 6 days	8 years 9 months 18 days
Warrant [Member]
Class of Stock [Line Items]
Exercise price of warrants \| $ / shares							$ 0.01
Public Warrant [Member]
Class of Stock [Line Items]
Prepaid Expense And Other Assets Current \| $				$ 5,300	$ 5,300
Warrants outstanding, shares				7,177,855	7,177,855
Proceeds From Warrant Exercises \| $				$ 82,500
Proceeds From Warrant Exercised, Net \| $				$ 77,200
Private Placement Warrant [Member]
Class of Stock [Line Items]
Weighted-average remaining contractual term for outstanding warrants					4 years 6 months
Series F [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						82,233,867
Preferred stock, additional shares issued				119,728,123	119,728,123
Preferred Stock Shares Outstanding						82,233,867
Preferred Stock Shares Issued						82,233,867
Preferred Conversion Price \| $ / shares				$ 0.2850	$ 0.2850
Series P2 [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						170,612,076
Preferred Stock Par Or Stated Value Per Share \| $ / shares						$ 0.43
Preferred Stock Shares Outstanding						170,612,076
Preferred Stock Shares Issued						170,612,076
Proceeds From Issuance Of Convertible Preferred Stock \| $						$ 63,900
Payments Of Stock Issuance Costs \| $						$ 1,500
Preferred Conversion Price \| $ / shares				0.4317	0.4317
Series A [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						705,000
Preferred Stock Shares Outstanding						705,000
Preferred Stock Shares Issued						705,000
Preferred Conversion Price \| $ / shares				0.3333	0.3333
Series B [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						66,300
Preferred Stock Shares Outstanding						66,300
Preferred Stock Shares Issued						66,300
Preferred Conversion Price \| $ / shares				0.7541	0.7541
Series C [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						181,844
Preferred Stock Shares Outstanding						0
Preferred Stock Shares Issued						0
Preferred Conversion Price \| $ / shares				1.0829	1.0829
Series D [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						58,016,741
Preferred Stock Shares Outstanding						47,855,805
Preferred Stock Shares Issued						47,855,805
Preferred Conversion Price \| $ / shares				1.6411	1.6411
Series E [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						4,862,376
Preferred Stock Shares Outstanding						4,862,376
Preferred Stock Shares Issued						4,862,376
Preferred Conversion Price \| $ / shares				1.00	1.00
Series E-2 [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						18,035,000
Preferred Stock Shares Outstanding						18,035,000
Preferred Stock Shares Issued						18,035,000
Preferred Conversion Price \| $ / shares				$ 1.00	$ 1.00
Legacy Enovix Series D Convertible Preferred Stock [Member] \| Warrant [Member]
Class of Stock [Line Items]
Class of warrant or right issued		7,000,000	3,160,936
Exercise price of warrants \| $ / shares	$ 0.01	$ 0.01	$ 0.01
Expected term (in years)		5 years	7 years
Warrants outstanding, shares	10,160,936					10,941,986
Stock conversion ratio						1.08
Proceeds From Warrant Exercises \| $	$ 100
Legacy Enovix Series P-2 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock Shares Issued						151,610,261
Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				10,000,000	10,000,000
Preferred Stock Par Or Stated Value Per Share \| $ / shares				$ 0.0001	$ 0.0001
Common Stock, Voting Rights					Each holder of convertible preferred stock is entitled to the number of votes equal to the number of shares of common stock into which such shares of convertible preferred stock could be converted
Preferred Stock Shares Outstanding				0	0
Preferred Stock Shares Issued				0	0
Preferred stock, dividend rate, percentage						8.00%
Convertible Preferred Stock [Member] \| Warrant [Member]
Class of Stock [Line Items]
Warrants outstanding, shares	0
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized				1,000,000,000	1,000,000,000
Common stock, par value \| $ / shares				$ 0.0001	$ 0.0001
Common Stock [Member] \| Warrant [Member]
Class of Stock [Line Items]
Warrants outstanding, shares				17,500,000	17,500,000
Common Stock [Member] \| Public Warrant [Member]
Class of Stock [Line Items]
Exercise price of warrants \| $ / shares				$ 11.50	$ 11.50
Expected term (in years)				5 years	5 years
Warrants outstanding, shares				4,322,106	4,322,106				11,500,000
Warrant Exercise Period After Completion Of Business Combination					30 days
Warrant exercise period after completion of initial public offering					12 months
Common Stock [Member] \| Public Warrant [Member] \| Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds Eighteen [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
Common Stock [Member] \| Private Placement Warrant [Member]
Class of Stock [Line Items]
Exercise price of warrants \| $ / shares								$ 11.50
Warrants outstanding, shares				6,000,000	6,000,000				6,000,000
Common Stock [Member] \| Private Placement Warrant [Member] \| I P O [Member]
Class of Stock [Line Items]
Class of warrant or right issued					6,000,000

Common Stock, Convertible Preferred Stock and Warrants - Summary of Legacy Enovix Convertible Preferred Stock (Details) - USD ($) $ in Thousands	Jan. 02, 2022	Dec. 31, 2020
Class of Stock [Line Items]
Preferred Stock Shares Authorized	10,000,000	0
Preferred Stock, Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Preferred Stock, Carrying Value	$ 0	$ 0
Series A Preferred Stock [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
Preferred Stock, Aggregate Liquidation Preference		$ 235
Series B Preferred Stock [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
Preferred Stock, Aggregate Liquidation Preference		$ 50
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock Shares Authorized		181,844
Preferred Stock, Shares Issued		0
Preferred Stock Shares Outstanding		0
Preferred Stock, Carrying Value		$ 0
Preferred Stock, Aggregate Liquidation Preference		$ 0
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock Shares Authorized		58,016,741
Preferred Stock, Shares Issued		47,855,805
Preferred Stock Shares Outstanding		47,855,805
Preferred Stock, Carrying Value		$ 84,927
Preferred Stock, Aggregate Liquidation Preference		$ 85,100
Series E Preferred Stock [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
Preferred Stock, Aggregate Liquidation Preference		$ 4,862
Series E2 Preferred Stock [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
Preferred Stock, Aggregate Liquidation Preference		$ 18,035
Series F Preferred Stock [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
Preferred Stock, Aggregate Liquidation Preference		$ 23,437
Series P2 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock Shares Authorized		170,612,076
Preferred Stock, Shares Issued		170,612,076
Preferred Stock Shares Outstanding		170,612,076
Preferred Stock, Carrying Value		$ 72,135
Preferred Stock, Aggregate Liquidation Preference		$ 73,653
Legacy Enovix Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock Shares Authorized		334,713,204
Preferred Stock, Shares Issued		324,370,424
Preferred Stock Shares Outstanding		324,370,424
Preferred Stock, Carrying Value		$ 202,056
Preferred Stock, Aggregate Liquidation Preference		$ 205,372

Common Stock, Convertible Preferred Stock and Warrants - Summary of Warrant Activity (Details) - $ / shares	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Class Of Warrant Or Right [Line Items]
Number of Options Outstanding, Beginning Balance	1,428,980	971,332
Number of Options Outstanding, Granted	6,817,420	5,779,591
Exercised	2,180,168	5,318,139
Number of Options Outstanding, Ending Balance	5,753,005	1,428,980
Weighted Average Exercise Price, Beginning Balance	$ 0.11	$ 0.16
Weighted Average Exercise Price, Granted	7.86	0.06
Weighted Average Exercise Price, Ending Balance	$ 8.88	$ 0.11
Convertible Preferred Stock [Member] \| Warrant [Member]
Class Of Warrant Or Right [Line Items]
Number of Options Outstanding, Beginning Balance	10,160,936	3,342,780
Number of Options Outstanding, Granted		7,000,000
Exercised		0
Cancelled		(181,844)
Number of Options Outstanding, Ending Balance		10,160,936
Weighted Average Exercise Price, Beginning Balance	$ 0.01	$ 0.07
Weighted Average Exercise Price, Granted		0.01
Weighted average exercise price, Cancelled		1.10
Weighted Average Exercise Price, Ending Balance		$ 0.01

Common Stock, Convertible Preferred Stock and Warrants - Summary of Public Warrant Activity (Details) - $ / shares	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Class Of Warrant Or Right [Line Items]
Number of Options Outstanding, Beginning Balance	1,428,980	971,332
Number of Options Outstanding, Granted	6,817,420	5,779,591
Exercised	(2,180,168)	(5,318,139)
Number of Options Outstanding, Ending Balance	5,753,005	1,428,980
Weighted Average Exercise Price, Beginning Balance	$ 0.11	$ 0.16
Weighted Average Exercise Price, Granted	7.86	0.06
Weighted Average Exercise Price, Exercised	0.09	0.07
Weighted Average Exercise Price, Ending Balance	$ 8.88	$ 0.11
Public Warrants [Member]
Class Of Warrant Or Right [Line Items]
Number of Options Outstanding, Beginning Balance	0
Number of Options Outstanding, Granted	11,499,991
Exercised	(7,177,885)
Number of Options Outstanding, Ending Balance	4,322,106	0
Weighted Average Exercise Price, Beginning Balance	$ 0
Weighted Average Exercise Price, Granted	11.50
Weighted Average Exercise Price, Exercised	11.50
Weighted Average Exercise Price, Ending Balance	$ 11.50	$ 0

Net Loss Per Share - Reconciliation of Net Loss per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Numerator:
Net loss attributable to common stockholders – Basic	$ (125,874)	$ (39,650)
Denominator:
Weighted-average shares outstanding used in computing net loss per share of common stock, basic and diluted	117,218,893	80,367,324
Net loss per share of common stock:
Net loss per share, basic and diluted	$ (1.07)	$ (0.49)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Net Loss Per Share - Summary of potentially dilutive securities excluded from computation of diluted net loss per share (Details) - shares	Jan. 02, 2022	Dec. 31, 2020
Stock Options Outstanding [Member]
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities	5,753,005	1,428,980
Restricted Stock Units [Member]
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities	535,449	0
Private Placement Warrants [Member]
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities	6,000,000	0
Public Warrants [Member]
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities	4,322,106	0
Employee stock purchase plan estimated shares [Member]
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities	47,379	0

Stock-based Compensation - Summary of total stock-based compensation expense, by operating expense category (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 10,711	$ 666
Cost of Revenue [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	274	102
Research and Development [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	6,175	485
Selling, General and Administrative [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 4,262	$ 79

Stock-based Compensation - Additional Information (Details) - USD ($)	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense, tax benefit	$ 0	$ 0
Common stock, shares outstanding	152,272,287	100,016,559
Common stock options available for future grants	27,760,224
Stock repurchase rights lapses description	The repurchase right lapses 90 days after the termination of the employee’s employment
Shares remained subject to right of repurchase	5,086,572	5,383,935
Early exercised liability	$ 300,000	$ 300,000
Share-based Payment Arrangement, Amount Capitalized	700,000
Unrecognized stock-based compensation expenses	$ 48,200,000
Weighted average period of recognition for unrecognized stock-based compensation	3 years 7 months 6 days
Weighted Average Grant Date Fair Value, Granted	$ 4.43	$ 0.59
Vested fair value of stock options	$ 6,600,000	$ 300,000
Stock purchase plan approval date	Jul. 12, 2021
Stock purchase plan offering date	Nov. 30, 2021
Stock purchase plan first purchase date	May 30, 2022
Options and RSUs available for future grants	6,817,420	5,779,591
Equity Plan [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Shares reserves for future issuance	16,850,000
Equity Incentive Plan, Description	The number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1st each year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 4% of the total number of shares of the Company’s common stock outstanding on December 31st of the immediately preceding fiscal year or (b) a lesser number determined by the Company’s board of directors prior to the applicable January 1st.
Lesser rate	4.00%
Employee Stock Purchase Plan [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Equity Incentive Plan, Description	The number of shares reserved for issuance under the 2021 ESPP will automatically increase on January 1st each year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 1% of the total number of shares of the Company's common stock outstanding on December 31st of the preceding calendar year, (b) 2,000,000 shares of the Registrant’s common stock or (c) a lesser number determined by the Company’s board of directors.
Registrants common stock, shares	2,000,000
Lesser rate	1.00%
Discount rate	15.00%
Base compensation rate	15.00%
Fair market rate	85.00%
Offering periods, Description	The 2021 ESPP provides 18-month offering periods with three 6-month purchase periods with the purchase periods ending on May 7, 2022, November 4, 2022 and May 4, 2023. A new 18-month offering period will commence every six months thereafter.
Common stock options available for future grants	5,625,000
Share Reserve Available For Issuance	5,625,000
Restricted Stock Units [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Weighted Average Grant Date Fair Value, Granted	$ 23.12
Vested fair value of stock options	$ 1,800,000
Options and RSUs available for future grants	608,168

Stock-based Compensation - Common stock reserved for future issuance (Details) - shares	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020	Dec. 31, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Exercise of outstanding common stock options	5,753,005	1,428,980	971,332
Options and RSUs available for future grants	15,846,770
Outstanding restricted stock units for future vesting	535,449
Common stock options available for future grants	27,760,224
Employee Stock Purchase Plan [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Common stock options available for future grants	5,625,000

Stock-based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 02, 2022	Jan. 02, 2022	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Roll Forward]
Number of Options Outstanding, Beginning Balance		1,428,980	971,332
Number of Options Outstanding, Granted		6,817,420	5,779,591
Number of Options Outstanding, Exercised		(2,180,168)	(5,318,139)
Number of Options Outstanding, Forfeited		(313,227)	(3,804)
Number of Options Outstanding, Ending Balance	5,753,005	5,753,005	1,428,980
Number of Options Outstanding, Vested and expected to vest	10,839,577	10,839,577	6,812,915
Number of Options Outstanding, Vested and exercisable	716,777	716,777	251,492
Number of Options Outstanding , Unvested and exercisable	4,630,961	4,630,961	1,024,478
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted Average Exercise Price, Beginning Balance		$ 0.11	$ 0.16
Weighted Average Exercise Price, Granted		7.86	0.06
Weighted Average Exercise Price, Exercised		0.09	0.07
Weighted Average Exercise Price, Forfeited		7.77	0.59
Weighted Average Exercise Price, Ending Balance	$ 8.88	8.88	0.11
Weighted Average Exercise Price, Vested and expected to vest	4.74	4.74	0.07
Weighted Average Exercise Price, Vested and exercisable	5.23	5.23	0.34
Weighted Average Exercise Price, Unvested and exercisable	$ 8.75	$ 8.75	$ 0.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted Average Remaining Contractual Life (Years), Ending Balance		9 years 1 month 6 days	8 years 9 months 18 days
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest		9 years	9 years 6 months
Weighted Average Remaining Contractual Life (Years), Vested and exercisable		7 years 10 months 24 days	5 years 9 months 18 days
Weighted Average Remaining Contractual Life (Years), Unvested and exercisable	9 years 3 months 18 days		9 years 9 months 18 days
Aggregate Intrinsic Value, Exercised		$ 1,963	$ 6,889
Aggregate Intrinsic Value, Ending Balance	$ 105,898	105,898	4,042
Aggregate Intrinsic Value, Vested and expected to vest	244,342	244,342	11,190
Aggregate Intrinsic Value, Vested and exercisable	15,806	15,806	2,028
Aggregate Intrinsic Value, Unvested and exercisable	$ 85,790	$ 85,790	$ 494

Stock-based Compensation - Summary of stock option activity (Parenthetical) (Details)	Dec. 31, 2021 $ / shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Common stock closing price	$ 27.28

Stock-based Compensation - Schedule of stock options, valuation assumptions (Details)	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate		0.50%
Expected term (years)		6 years
Dividend yield	0.00%	0.00%
Volatility		37.80%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.30%
Expected term (years)	6 years 10 months 24 days
Volatility	49.80%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.50%
Expected term (years)	5 years
Volatility	48.10%
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.10%
Expected term (years)	6 months
Dividend yield	0.00%
Volatility	71.50%

Stock-Based Compensation -Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Roll Forward]
Number of Options Outstanding, Beginning Balance	1,428,980	971,332
Number of Options Outstanding, Granted	6,817,420	5,779,591
Number of Options Outstanding, Forfeited	(313,227)	(3,804)
Unexercised warrants	5,753,005	1,428,980
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value, Granted	$ 4.43	$ 0.59
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life (Years), Ending Balance	9 years 1 month 6 days	8 years 9 months 18 days
Aggregate Intrinsic Value, Ending Balance	$ 105,898	$ 4,042
Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Roll Forward]
Number of Options Outstanding, Beginning Balance	0
Number of Options Outstanding, Granted	608,168
Number of Options Outstanding, Vested	(61,015)
Number of Options Outstanding, Forfeited	(11,704)
Unexercised warrants	535,449	0
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value, Beginning Balance	$ 0
Weighted Average Grant Date Fair Value, Granted	23.12
Weighted Average Grant Date Fair Value, Vested	21.26
Weighted Average Grant Date Fair Value, Forfeited	20.56
Weighted Average Grant Date Fair Value, Ending Balance	$ 23.38	$ 0

Stock-Based Compensation - Summary of The Black-Scholes Option Pricing Model to Estimate The Fair Value of Stock Option Granted (Details)	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate		0.50%
Expected term (years)		6 years
Dividend yield	0.00%	0.00%
Volatility		37.80%
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.10%
Expected term (years)	6 months
Dividend yield	0.00%
Volatility	71.50%

401(k) Savings Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Compensation And Retirement Disclosure [Abstract]
Defined contribution plan, employer contribution amount	$ 0.5	$ 0.1

Income Tax - Schedule of income before income tax domestic and foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ (125,797)	$ (39,637)
Foreign	(77)	(13)
Loss before income taxes	$ (125,874)	$ (39,650)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Tax - Additional Information (Details) - USD ($)	12 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Jan. 02, 2022	Jan. 02, 2022	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Provision for income tax		$ 0	$ 0
Tax effected, loss carryovers, state	$ 20,000,000.0	20,000,000.0
Tax effected, loss carryovers, federal	47,700,000	47,700,000
Unrecognized tax benefits, period increase (decrease)		0
Interest expense		0	0
Accrued interest or penalties		0	$ 0
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	226,300,000	226,300,000
Tax Credit Carryforwards Research	4,200,000	$ 4,200,000
State [Member] \| Minimum [Member]
Operating Loss Carryforwards [Line Items]
Loss carryforwards, expiration year		2028
State [Member] \| Maximum [Member]
Operating Loss Carryforwards [Line Items]
Loss carryforwards, expiration year		2041
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	227,200,000	$ 227,200,000
Tax Credit Carryforwards Research	5,900,000	$ 5,900,000
Deferred federal losses expired	$ 127,900,000
Federal [Member] \| Minimum [Member]
Operating Loss Carryforwards [Line Items]
Loss carryforwards, expiration year		2026
Tax credit carryforward expiration year		2027
Federal [Member] \| Maximum [Member]
Operating Loss Carryforwards [Line Items]
Loss carryforwards, expiration year		2037
Tax credit carryforward expiration year		2041

Income Tax - Schedule of effective income tax rate (Details)	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory tax rate	21.00%	21.00%
State and local income taxes, net of federal benefit	3.70%	4.30%
Change in fair value of convertible promissory notes	0.00%	(1.30%)
Non-deductible convertible preferred stock warrant expense	(9.40%)	(8.10%)
Federal tax credits	0.30%	0.50%
Share-based compensation	(0.80%)	(0.30%)
Estinguishment of PPP Loan	0.00%	0.90%
Impact of changes in valuation allowance	(14.60%)	(16.90%)
Other	(0.20%)	(0.10%)
Effective tax rate	0.00%	0.00%

Income Tax - Schedule of deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands	Jan. 02, 2022	Dec. 31, 2020
Gross deferred tax assets:
Deferred rent	$ 0	$ 442
Lease liabilities	2,687	0
Deferred revenue	2,201	1,538
Share-based compensation	1,769	346
Federal and state credit carryovers	4,604	3,994
Federal and state net operating losses	63,522	48,934
Transaction costs	1,656	0
Deferred Tax Assets Depreciation And Amortization	250	0
Total gross deferred tax assets	76,689	55,254
Valuation allowance	(74,823)	(54,734)
Total deferred tax assets, net of valuation allowance	1,866	520
Deferred tax liabilities:
Depreciation and amortization	0	(520)
Deferred Tax Liabilites Right-of-use asset	(1,866)	0
Total deferred tax liabilities	(1,866)	(520)
Net deferred tax assets	$ 0	$ 0

Income Tax - Schedule of unrecognized tax benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 02, 2022	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Balance at beginning of fiscal year	$ 4,368	$ 3,974
Increases related to current year tax positions	537	394
Increases related to the prior year tax positions	143	0
Balance at end of fiscal year	$ 5,048	$ 4,368

Related Party - Additional Information (Details) - USD ($)				12 Months Ended
	Jul. 14, 2021	Sep. 24, 2020	Mar. 25, 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				$ 63,932,000
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]
Convertible Share			19,001,815
Common Stock [Member] \| Series P-2 Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Number of shares issued				27,989,240
Issuance of common stock upon exercise of stock options				$ 3,000
Founder Shares [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]
Convertible Share			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

Subsequent Events (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Jan. 07, 2022	Jan. 07, 2022	Jan. 02, 2022	Jan. 02, 2022	Dec. 31, 2020	Dec. 31, 2019
Subsequent Event [Line Items]
Exercised				2,180,168	5,318,139
Unexercised warrants			5,753,005	5,753,005	1,428,980	971,332
Proceeds From Warrant Exercises				$ 77,170	$ 0
Proceeds from other receivables			$ 5,300
Public Warrants [Member]
Subsequent Event [Line Items]
Exercised				7,177,885
Unexercised warrants			4,322,106	4,322,106	0
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds From Warrant Exercises	$ 52,800	$ 47,500
Subsequent Event [Member] \| Public Warrants [Member]
Subsequent Event [Line Items]
Exercised		4,126,466
Unexercised warrants	195,640	195,640
Outstanding public warrant redemption price	$ 0.01	$ 0.01

Fair Value Measurement and Fair Value of Financial Instruments - Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants (Details)	Jan. 02, 2022	Jul. 14, 2021	Feb. 22, 2021	Dec. 31, 2020
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 6 months
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 \| 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 Exercised \| 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 Outstanding [Member] \| Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term				2 years 7 months 6 days
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 2 months 12 days
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	77.5
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
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
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	1.2
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 \| 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 Exercised \| 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 Outstanding [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
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
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