0001828318-23-000071 | 10-K | XBRL Viewer

Accrued Expenses

12 Months Ended

Jan. 01, 2023

Accrued ExpensesAccrued expenses consists of the following components (in thousands).


	As of
	January 1, 2023		January 2, 2022
Accrued expenses	$	4,550	$	6,668
Accrued duty and taxes	2,539		441

Accrued expenses	$	7,089	$	7,109

Related Party	12 Months Ended
Related Party	Jan. 01, 2023
Related Party Transactions [Abstract]
Related Party	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. On November 3, 2022, the Sponsor made an in-kind distribution of a portion of its Founder Shares to certain members of Rodgers Capital LLC, following which the Sponsor held no Founder Shares. Related Party Loans 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 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. 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 fiscal year 2021. As of January 1, 2023 and January 2, 2022, the Company had no outstanding debt. See Note 9 “Debt” for more detailed discussion. Employment Relationship As of January 1, 2023, the Company employed two family members of the Company’s former Chief Executive Officer, who perform engineering work in the Fremont facility.

Leases

12 Months Ended

Jan. 01, 2023

Leases [Abstract]

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 non-cancelable operating lease that expires in April 2026 with an option to extend for 5 years.

The following table summarizes the components of lease costs (in thousands).


	Fiscal Years
		2022		2021
Operating lease cost		$	1,682	$	1,535

The following table shows supplemental lease information.

As of

Operating leases

January 1, 2023

January 2,
2022

Weighted-average remaining lease term

7.7 years

8.7 years

Weighted-average discount rate

6.8%

The following table shows supplemental cash flow information related to leases (in thousands).


	Fiscal Years
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,366	$	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 1, 2023 (in thousands).


	Operating lease
2023	$	1,406
2024	1,449
2025	1,492
2026	1,491
2027	1,513
Thereafter	4,262
Total	11,613
Less: imputed interest	(2,756)
Present value of lease liabilities	$	8,857

Prior Year Lease Disclosure under ASC 840

Under the legacy accounting guidance ASC 840, rent expense for the year ended December 31, 2020 was $1.4 million.

Business Combination

12 Months Ended

Jan. 01, 2023

Reverse Recapitalization [Abstract]

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 following table shows the number of shares of Common Stock issued immediately following the consummation of the Business Combination.


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

Warrants - Summary of Warrant Activity (Details) - $ / shares	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Number of Options Outstanding
Beginning balance (in shares)	5,753,005
Exercised (in shares)	(381,497)
Ending balance (in shares)	5,034,282	5,753,005
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 8.88
Exercised (in dollars per share)	6.24
Ending balance (in dollars per share)	$ 9.07	$ 8.88
Public Warrants
Number of Options Outstanding
Beginning balance (in shares)	4,322,106	0
Assumed through the Business Combination (in shares)		11,499,991
Exercised (in shares)		(7,177,885)
Ending balance (in shares)		4,322,106
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 11.50	$ 0
Assumed through the Business Combination (in dollars per share)		11.50
Exercised (in dollars per share)		11.50
Ending balance (in dollars per share)		$ 11.50

Property and Equipment

12 Months Ended

Jan. 01, 2023

Property, Plant and Equipment [Abstract]

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 consists of the following categories (in thousands).


	January 1, 2023		January 2, 2022
Machinery and equipment	$	55,694	$	6,636
Office equipment and software	1,586		918
Furniture and fixtures	771		639
Leasehold improvements	24,565		1,878
Construction in process	33,268		71,133
Total property and equipment	115,884		81,204
Less: accumulated depreciation	(12,016)		(4,591)
Property and equipment, net	$	103,868	$	76,613

In the second quarter of 2022, the Company placed its leasehold improvement and machinery and equipment into service for the Company's first production line and transferred the amount that was previously capitalized as construction in process into the machinery and equipment category. The Company began its depreciation using the straight-line method on the date that machinery and equipment and leasehold improvement were placed into service. As of January 1, 2023, the Company’s second production line was not yet placed into service as it remains under construction.

The following table summarizes the depreciation and amortization expenses related to property and equipment, which were recorded within cost of revenue, research and development expense and selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss (in thousands).


	Fiscal Years
		2022		2021		2020
Depreciation expense		$	7,425	$	995	$	579

Equipment Impairment

In the fourth quarter of 2022, the Company ceased to construct certain automation for a small portion of the Company’s equipment and recorded an impairment loss of $4.9 million in the Consolidated Statement of Operations and Comprehensive Loss, which was previously capitalized as “construction in process” category of property and equipment, net on the Consolidated Balance Sheets. No impairment loss was recorded for the fiscal years 2021 and 2020.

Leases - Schedule of Maturity of Lease Liabilities (Details) $ in Thousands	Jan. 01, 2023 USD ($)
Leases [Abstract]
2023	$ 1,406
2024	1,449
2025	1,492
2026	1,491
2027	1,513
Thereafter	4,262
Total	11,613
Less: imputed interest	(2,756)
Present value of lease liabilities	$ 8,857

Subsequent Events	12 Months Ended
Subsequent Events	Jan. 01, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Entity Merger Enovix Corporation owns all of the outstanding shares of the capital stock of Enovix Operations Inc., a subsidiary, which was incorporated in November 2006. In January 2023, Enovix Operation Inc. was merged into Envoix Corporation. Departures of Principal Executive Officer and Named Executive Officers In January 2023, Harrold Rust, President and Chief Executive Officer and Director, retired from the Company. In February 2023, Ashok Lahiri retired as Chief Technology Officer of the Company and Cameron Dales resigned as General Manager and Chief Commercial Officer of the Company. Mr. Lahiri continues to provide services to the Company by leading its technical advisory board in addition to other advisory and support roles. Pursuant to their separation agreements and the hiring of the new Chief Executive Officer and Director, the Company has incurred certain costs, which primarily consist of severance, benefit-related expenses, stock-based compensation expenses in connection with the acceleration of vesting equity awards and recruiting fees. Securities Class Action Compliant On January 6, 2023, a purported Company stockholder filed a securities class action complaint in the U.S. District Court for the Northern District of California against the Company and certain of its current and former officers and directors. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making material misstatements or omissions in public statements related to the Company’s manufacturing scaleup. The complaint seeks unspecified damages, interest, fees and costs on behalf of all persons and entities who purchased and/or acquired shares of the Company’s common stock between February 22, 2021 and January 3, 2023. A substantially identical complaint was filed on January 25, 2023 by another purported Company stockholder.

Fair Value Measurement - Schedule of Changes in Fair Value for Level 3 (Details) - Level 3 - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period	$ 124,260	$ 0
Acquired from the Business Combination		72,900
Settlements		0
Change in fair value	(75,180)	51,360
Warrant liabilities at end of period	$ 49,080	$ 124,260
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag	Change in fair value	Change in fair value
Convertible Preferred Stock Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at beginning of period	$ 0	$ 15,995
Acquired from the Business Combination		0
Settlements		(20,776)
Change in fair value	0	4,781
Warrant liabilities at end of period	$ 0	$ 0
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag		Change in fair value

Net Loss per Share

12 Months Ended

Jan. 01, 2023

Earnings Per Share [Abstract]

Net Loss per Share

The Company computes net earnings per share (“EPS”) of common stock using the two-class method. Basic EPS is computed using net income (loss) divided by the weighted-average number of common stock shares outstanding. Diluted EPS is computed using net income (loss) with an adjustment of changes in fair value of the Private Placement Warrants recorded in earnings divided by the total of weighted-average number of common stock shares outstanding and any dilutive potential common stock shares outstanding. Dilutive potential common stock shares included the assumed stock options exercises, vesting and issuance activities of restricted stock units and estimated common stock issuance under the employee stock purchase plan.

In connection with the Business Combination, shares of the Company’s common stock and all potentially dilutive securities for the prior periods were retroactively adjusted based on the exchange ratio established in the Business Combination. Please refer to Note 3 “Business Combination” for more information.

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


	Fiscal Years
		2022		2021		2020

Numerator:
Net loss attributable to common stockholders - basic		$	(51,622)	$	(125,874)	$	(39,650)
Decrease in fair value of Private Placement Warrants		(75,180)		—		—
Net loss attributable to common stockholders - diluted		$	(126,802)	$	(125,874)	$	(39,650)

Denominator:
Weighted-average shares outstanding used in computing net loss per share of common stock, basic		152,918,287		117,218,893		80,367,324
Dilutive effect of Private Placement Warrants		1,231,080		—		—
Weighted-average shares outstanding used in computing net loss per share of common stock, diluted		154,149,367		117,218,893		80,367,324

Net loss per share of common stock:
Basic		$	(0.34)	$	(1.07)	$	(0.49)
Diluted		$	(0.82)	$	(1.07)	$	(0.49)

As the Company reported net loss for the periods presented above, these potentially dilutive securities were anti-dilutive and were excluded in the computation of diluted net loss per share. The following table discloses shares of the securities that were not included in the diluted EPS calculation above because they were anti-dilutive for the periods presented above.


	Fiscal Years
		2022	2021	2020
Stock options outstanding		5,034,282	5,753,005	1,428,980
Restricted stock units and performance restricted stock units outstanding		7,371,158	535,449	—
Private Placement Warrants outstanding		—	6,000,000	—
Public Warrants outstanding		—	4,322,106	—
Employee stock purchase plan estimated shares		349,988	47,379	—

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Previously Reported	Retroactive application of recapitalization	Common Stock	Common Stock Previously Reported	Common Stock Retroactive application of recapitalization	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Retroactive application of recapitalization	Accumulated Deficit	Accumulated Deficit Previously Reported
Beginning balance (in shares) at Dec. 31, 2019	0	153,758,348	(153,758,348)
Beginning balance at Dec. 31, 2019	$ 0	$ 129,921	$ (129,921)
Ending balance (in shares) at Dec. 31, 2020	0	324,370,424
Ending balance at Dec. 31, 2020	$ 0	$ 202,056
Beginning balance (in shares) at Dec. 31, 2019				63,204,426	65,196,490	(1,992,064)
Beginning balance at Dec. 31, 2019	2,978	$ (126,943)	$ 129,921	$ 6	$ 59	$ (53)	$ 170,600	$ 40,626	$ 129,974	$ (167,628)	$ (167,628)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(39,650)									(39,650)
Issuance of common stock upon exercise of stock options (in shares)				5,318,139
Issuance of common stock upon exercise of stock options	66			$ 1			65
Issuance of Series P-2 convertible preferred stock (in shares)				27,989,240
Issuance of Series P-2 convertible preferred stock	63,932			$ 3			63,929
Conversion of promissory notes to Series P-2 convertible preferred stock (in shares)				3,507,984
Conversion of promissory notes to Series P-2 convertible preferred stock	8,203						8,203
Early exercised stock options vested	21						21
Stock-based compensation	666						666
Repurchase of unvested restricted common stock (in shares)				(3,230)
Ending balance (in shares) at Dec. 31, 2020				100,016,559
Ending balance at Dec. 31, 2020	36,216			$ 10			243,484			(207,278)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(125,874)									(125,874)
Business combination, net of redemptions and equity issuance costs and PIPE financing, net (in shares)				41,249,985
Business combination, net of redemptions and equity issuance costs and PIPE financing, net	300,745			$ 4			300,741
Issuance of common stock upon exercise of common stock warrants (in shares)				7,177,885
Issuance of common stock upon exercise of common stock warrants, net	82,546			$ 1			82,545
Issuance of common stock upon exercise of stock options (in shares)				2,180,168
Issuance of common stock upon exercise of stock options	62						62
Issuance of Series D convertible preferred stock upon exercise of warrants (in shares)				2,020,034
Issuance of Series D convertible preferred stock upon exercise of warrants	20,877						20,877
Vesting of RSU (in shares)				61,015
Early exercised stock options vested	111						111
Stock-based compensation	$ 11,434						11,434
Repurchase of unvested restricted common stock (in shares)				(433,359)
Ending balance (in shares) at Jan. 02, 2022	152,272,287			152,272,287
Ending balance at Jan. 02, 2022	$ 326,117			$ 15			659,254			(333,152)
Beginning balance (in shares) at Jul. 13, 2021	563,316,738
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Series P-2 convertible preferred stock (in shares)	12,500,000
Ending balance (in shares) at Jul. 14, 2021	145,245,628
Beginning balance (in shares) at Jan. 02, 2022	152,272,287			152,272,287
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (51,622)									(51,622)
Issuance of common stock upon exercise of common stock warrants (in shares)				4,126,466
Issuance of common stock upon exercise of common stock warrants, net	$ 47,452						47,452
Issuance of common stock upon exercise of stock options (in shares)	381,497			381,497
Issuance of common stock upon exercise of stock options	$ 2,379						2,379
Issuance of common stock under employee stock purchase plan (in shares)				229,249
Issuance of common stock under employee stock purchase plan	1,900						1,900
Vesting of RSU (in shares)				621,179
RSUs vested, net of shares withheld for taxes	(587)						(587)
Early exercised stock options vested	122						122
Stock-based compensation	$ 30,666						30,666
Repurchase of unvested restricted common stock (in shares)				(168,876)
Ending balance (in shares) at Jan. 01, 2023	157,461,802			157,461,802
Ending balance at Jan. 01, 2023	$ 356,427			$ 15			$ 741,186			$ (384,774)

Income Tax - Additional Information (Details) - USD ($)	12 Months Ended
Income Tax - Additional Information (Details) - USD ($)	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Provision for income tax	$ 0	$ 0	$ 0
Tax effected, loss carryovers, state	29,500,000
Tax effected, loss carryovers, federal	58,800,000
Interest expense	0	0	$ 0
Accrued interest or penalties related to income tax liabilities	0	$ 0
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	334,400,000
Tax credit carryforwards, research	4,800,000
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	279,800,000
Tax credit carryforwards, research	4,100,000
Operating losses subject to expiration	$ 127,900,000

Income Tax - Schedule of income before income tax domestic and foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ (51,496)	$ (125,797)	$ (39,637)
Foreign	(126)	(77)	(13)
Net loss before income taxes	$ (51,622)	$ (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
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+ Details

401(k) Savings Plan	12 Months Ended
401(k) Savings Plan	Jan. 01, 2023
Retirement Benefits [Abstract]
401(k) Savings Plan	401(k) Savings PlanThe 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 3% employer contribution. The Company’s employer contributions were $1.3 million, $0.5 million and $0.1 million for the fiscal years 2022, 2021 and 2020, respectively.

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Money Market Funds
Assets
Money Market Funds	$ 319,946
Private Placement Warrants
Liabilities:
Warrant liability	49,080	$ 124,260
Level 1 \| Money Market Funds
Assets
Money Market Funds	319,946
Level 1 \| Private Placement Warrants
Liabilities:
Warrant liability	0	0
Level 2 \| Money Market Funds
Assets
Money Market Funds	0
Level 2 \| Private Placement Warrants
Liabilities:
Warrant liability	0	0
Level 3 \| Money Market Funds
Assets
Money Market Funds	0
Level 3 \| Private Placement Warrants
Liabilities:
Warrant liability	$ 49,080	$ 124,260

Stock-based Compensation - Common Stock Reserved For Future Issuance (Details) - shares	Jan. 01, 2023	Jul. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock remain reserved for outstanding	43,870,726
Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock remain reserved for outstanding	5,034,282
Equity Awards
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock remain reserved for outstanding	22,972,236
RSUs and PSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock remain reserved for outstanding	7,371,158
Employee Stock Purchase Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock remain reserved for outstanding	8,493,050	5,625,000

Lease (Tables)

12 Months Ended

Jan. 01, 2023

Leases [Abstract]

Summary of Lease Cost and Supplemental Lease and Cash Flow Information

The following table summarizes the components of lease costs (in thousands).


	Fiscal Years
		2022		2021
Operating lease cost		$	1,682	$	1,535

The following table shows supplemental lease information.

As of

Operating leases

January 1, 2023

January 2,
2022

Weighted-average remaining lease term

7.7 years

8.7 years

Weighted-average discount rate

6.8%

The following table shows supplemental cash flow information related to leases (in thousands).


	Fiscal Years
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,366	$	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 1, 2023 (in thousands).


	Operating lease
2023	$	1,406
2024	1,449
2025	1,492
2026	1,491
2027	1,513
Thereafter	4,262
Total	11,613
Less: imputed interest	(2,756)
Present value of lease liabilities	$	8,857

Net Loss per Share (Tables)

12 Months Ended

Jan. 01, 2023

Earnings Per Share [Abstract]

Computation of Basic and Dilute Net EPS

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


	Fiscal Years
		2022		2021		2020

Numerator:
Net loss attributable to common stockholders - basic		$	(51,622)	$	(125,874)	$	(39,650)
Decrease in fair value of Private Placement Warrants		(75,180)		—		—
Net loss attributable to common stockholders - diluted		$	(126,802)	$	(125,874)	$	(39,650)

Denominator:
Weighted-average shares outstanding used in computing net loss per share of common stock, basic		152,918,287		117,218,893		80,367,324
Dilutive effect of Private Placement Warrants		1,231,080		—		—
Weighted-average shares outstanding used in computing net loss per share of common stock, diluted		154,149,367		117,218,893		80,367,324

Net loss per share of common stock:
Basic		$	(0.34)	$	(1.07)	$	(0.49)
Diluted		$	(0.82)	$	(1.07)	$	(0.49)

Schedule of Anti-Dilutive Securities Excluded From Computation of Diluted Loss Per Share


	Fiscal Years
		2022	2021	2020
Stock options outstanding		5,034,282	5,753,005	1,428,980
Restricted stock units and performance restricted stock units outstanding		7,371,158	535,449	—
Private Placement Warrants outstanding		—	6,000,000	—
Public Warrants outstanding		—	4,322,106	—
Employee stock purchase plan estimated shares		349,988	47,379	—

Income Tax (Tables)

12 Months Ended

Jan. 01, 2023

Income Tax Disclosure [Abstract]

Schedule of Income Before Income Tax Domestic and Foreign

Net loss before income taxes was attributable to the following geographic locations for the fiscal years 2022, 2021 and 2020 (in thousands).


	Fiscal Years
	2022		2021		2020
United States	$	(51,496)	$	(125,797)	$	(39,637)
Foreign	(126)		(77)		(13)
Net loss before income taxes	$	(51,622)	$	(125,874)	$	(39,650)

Schedule of Effective Income Tax Rate

The following table shows the differences between the effective tax rate and the U.S. federal statutory tax rate for the fiscal years 2022, 2021 and 2020.


	Fiscal Years
	2022		2021		2020
Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State and local income taxes, net of federal benefit	16.2	%	3.7	%	4.3	%
Change in fair value of convertible promissory notes	—	%	—	%	(1.3	%)
Non-deductible convertible preferred stock warrant expense	30.6	%	(9.4	%)	(8.1	%)
Federal tax credits	(1.7	%)	0.3	%	0.5	%
Share-based compensation	(3.5	%)	(0.8	%)	(0.3	%)
Extinguishment of PPP Loan	—	%	—	%	0.9	%
Impact of changes in valuation allowance	(62.4	%)	(14.6	%)	(16.9	%)
Other	(0.2	%)	(0.2	%)	(0.1	%)
Effective tax rate	—	%	—	%	—	%

Schedule of Deferred Tax Assets (Liabilities)

eferred tax assets (liabilities) as of January 1, 2023 and January 2, 2022.


	January 1, 2023		January 2, 2022
Gross deferred tax assets:

Lease liabilities	$	2,479	$	2,687
Deferred revenue	1,056		2,201
Share-based compensation	4,455		1,769
Capitalized research and experimental expenses	11,891		—
Federal and state credit carryovers	3,926		4,604
Federal and state net operating losses	82,113		63,522
Transaction costs	1,502		1,656
Depreciation and amortization	1,347		250
Total gross deferred tax assets	108,769		76,689
Valuation allowance	(107,053)		(74,823)
Total deferred tax assets, net of valuation allowance	1,716		1,866
Deferred tax liabilities:

Right-of-use asset	(1,716)		(1,866)
Total deferred tax liabilities	(1,716)		(1,866)
Net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits

The following table summarizes the activities related to unrecognized tax benefits for the fiscal years 2022, 2021 and 2020.


	Fiscal Years
	2022		2021		2020
Balance at beginning of fiscal year	$	5,048	$	4,368	$	3,974
Increases related to current year tax positions	549		537		394
Increases related to the prior year tax positions	12		143		—
Decreases related to prior year tax positions	(1,181)		—		—
Balance at end of fiscal year	$	4,428	$	5,048	$	4,368

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Jan. 01, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Purchase Commitments As of January 1, 2023 and January 2, 2022, the Company’s commitments included approximately $22.7 million and $17.4 million, respectively, of 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 7 “Leases” for more details. Litigation Michael Costello v. Rodgers Silicon Valley Acquisition Corp., et al., 21-CV-01536, Superior Court of California, San Mateo County On March 22, 2021, Michael Costello filed a complaint in the Superior Court of California, San Mateo County, against RSVAC and RSVAC’s board of directors. The plaintiff alleges, among other things, that the RSVAC directors breached their fiduciary duties in connection with the terms of a proposed transaction, and that the disclosures in RSVAC’s registration statement regarding the proposed transaction were materially deficient. 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 alleged, 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. On August 23, 2022, the court denied the plaintiff's motion for attorney's fees and the case is closed. 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. In September 2022, the Company began the mediation process. Based on the current knowledge of the legal proceeding, an estimate of possible loss liability has been recorded on the Consolidated Balance Sheet as of January 1, 2023. 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. As of January 1, 2023, the Company established an accrued liability on the Consolidated Balance Sheet and recorded a corresponding amount as an operating expense on its Consolidated Statement of Operations and Comprehensive Loss. The Company continues to monitor the development of its legal proceedings that could affect its previously established accrued liability and require an adjustment to it. 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.

Summary of Significant Accounting Policies

12 Months Ended

Jan. 01, 2023

Accounting Policies [Abstract]

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 was accounted for as a reverse recapitalization under GAAP. This determination is primarily based on Legacy Enovix stockholders comprising a relative majority of the voting power of Enovix and having the ability to nominate the members of the Board, Legacy Enovix’s operations prior to the acquisition comprising the only ongoing operations of Enovix, and Legacy Enovix’s senior management comprising a majority of the senior management of Enovix. Under this accounting method, RSVAC was treated as the “acquired” company and Legacy Enovix was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Enovix represent a continuation of the financial statements of Legacy Enovix with the Business Combination being treated as the equivalent of Enovix issuing common stock for the net assets of RSVAC, accompanied by a recapitalization. The net liabilities of RSVAC, other than its warrant liabilities, were stated at historical cost, which approximates to its fair values. Its warrant liabilities were stated at its fair values and no goodwill or other intangible

assets were recorded. Results of operations prior to the Business Combination were 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 operating losses and negative cash flows from operations since its inception through January 1, 2023 and expects to incur operating losses for the foreseeable future. As of January 1, 2023, the Company had a working capital of $306.6 million and an accumulated deficit of $384.8 million. Based on the anticipated spending and timing of expenditures to support operational development and market expansion, 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 operations and expansion. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

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 in the consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment, impairment of equipment, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities, and estimates to fair value convertible preferred stock warrants and common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. In the preparation of the 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 continues 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 one 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. The Company’s activities to date 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 1, 2023 and January 2, 2022 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 of the Consolidated Balance Sheets.

Trade Accounts Receivable and Allowance for Credit Losses

The Company’s accounts receivables are recorded at invoiced amounts less allowance for any credit losses. According to the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13 that we adopted in the fiscal year 2022, the Company recognizes credit losses based on a forward-looking

current expected credit losses (“CECL”). The Company makes estimates of expected credit losses based upon its assessment of various factors, including the age of accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The allowance for credit losses are recognized in the Consolidated Statement of Operations and Comprehensive Loss. The uncollectible accounts receivables are written off in the period in which a determination is made that all commercially reasonable means of recovering them have been exhausted. The Company recognized an immaterial amount of allowance for expected credit loss as of January 1, 2023 and there was no write-off of accounts receivable for the periods presented. As of January 1, 2023, the Company's accounts receivable, net was $0.2 million. The Company did not have account receivable as of January 2, 2022.

Credit Losses

The Company is exposed to credit losses primarily through its available-for-sale investments. The Company invests excess cash in marketable securities with high credit ratings that are classified in Level 1 and Level 2 of the fair value hierarchy. The Company’s investment portfolio at any point in time contains investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities and money market funds, and are classified as available-for-sale. The Company assesses whether its available-for sale investments are impaired at each reporting period. As of January 1, 2023 and January 2, 2022, the Company did not recognize an allowance for expected credit losses related to available-for-sale investments as the Company did not have available-for-sale investments.

Inventory

Inventory is stated at the lower of cost or net realizable value on a first-in and first-out basis. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. The cost basis of the Company’s inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. As of January 1, 2023, the Company did not have excess or obsolete inventory reserve. The Company did not have any inventory as of January 2, 2022. Additionally, the cost basis of the Company’s inventory does not include any unallocated fixed overhead costs associated with abnormally low utilization of its factories. See Note 6 “Inventory” for more information.

Property and Equipment, net

Property and equipment, net are stated at the Company’s original cost, net of accumulated depreciation. Construction in process is related to the construction or development of property and equipment that have not yet been placed in service for their intended use.

In the second quarter of 2022, the Company placed its leasehold improvement and machinery and equipment into service for the Company's first production line and updated the estimated useful lives for its property and equipment. As of January 1, 2023, the Company’s second production line was not yet placed into service as it remains under construction. Costs for capital assets not yet placed into service are capitalized as construction in process on the Consolidated Balance Sheets and will be depreciated once placed into service.

Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives of the following assets below.


	Estimated Useful Life (in Years)
Machinery and equipment	2	-	10
Office equipment and software	3	-	5
Furniture and fixtures	3	-	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 and Comprehensive Loss in the

period of disposition. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed in the Consolidated Statement of Operations and Comprehensive Loss in the period incurred. See Note 5 “Property and Equipment” for more information.

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 are included in office equipment category of the property and equipment on the Consolidated Balance Sheets.

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. During the fiscal year 2022, the Company recorded an impairment loss of $4.9 million related to the Company's equipment. No impairment loss was recorded for the fiscal years 2021 and 2020. See Note 5 “Property and Equipment” for more information.

Leases

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 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 were reported in accordance with the legacy lease accounting guidance Topic 840, Leases.

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 and Comprehensive Loss. See Note 7 “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 accounted for a secured promissory note as a liability measured at net proceeds less debt discount and was accreted to its face value over its expected term using the effective interest method. The Company considered whether there were any embedded features in its debt instruments that required bifurcation and separate accounting as derivative financial instruments pursuant to Accounting Standards Codification (“ASC”), Topic 815, Derivatives and Hedging (“ASC 815”). See Note 9 “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 and Comprehensive Loss. See Note 4 “Fair Value Measurement” and Note 9 “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 and Comprehensive Loss. Any change in fair value was recognized in the change in fair of convertible preferred stock warrants in the Consolidated Statement of Operations and Comprehensive Loss. See Note 12 “Warrants” for more information on convertible preferred stock warrants.

Common Stock Warrants

In connection with the Business Combination, the Company issued outstanding warrants of 17.5 million to purchase common stock at a price of $11.50 per share. The warrants expire 5 years from the completion of the Business Combination and were exercisable starting December 5, 2021. A portion of the outstanding warrants were held by the sponsor and members of Rodgers Capital LLC (the “Private Placement Warrants”) and the remaining warrants were held by other third-party investors (the “Public Warrants”). As of January 1, 2023, there were no Public Warrants outstanding as the shares of the Public Warrants were either exercised or redeemed during the fiscal year 2022.

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.

Once the warrants became exercisable, the Company could redeem for $0.01 per warrant the outstanding Public Warrants if the Company’s common stock price equaled or exceeded $18.00 per share, subject to certain conditions and adjustments.

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 and Comprehensive Loss at each reporting date. See Note 12 “Warrants” for more information.

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 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 1, 2023 and January 2, 2022, the carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximated the fair value based on the short maturity of those instruments. As of January 1, 2023, Private Placement Warrants were carried at fair value and were categorized as Level 3 measurements. See Note 4 “Fair Value Measurement” 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 1, 2023 and January 2, 2022, the Company did not experience any losses on such deposits.

For the fiscal year 2022, Customer A and Customer C, which had revenues greater than 10% of the Company's total revenues, had accounted for 81% and 14%, respectively, of the Company's total revenues. As of January 1, 2023, Customer C accounted for 84% of the Company’s total accounts receivable, net.

As of January 1, 2023 and January 2, 2022, Customer B accounted for 92% and 29%, respectively, of the Company’s total deferred revenue. As of January 2, 2022, Customer A accounted for 64% of the Company’s total deferred revenue as of January 2, 2022 and there was no remaining deferred revenue from Customer A as of January 1, 2023.

Revenue Recognition

In June 2022, the Company began to generate revenue from its planned principal business activities. The Company recognizes revenue within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue 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. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include

in the transaction price and allocating the transaction price to each separate performance obligation. The following five steps are applied to achieve that core principle:

1.Identify the contract with the customer;

2.Identify the performance obligations in the contract;

3.Determine the transaction price;

4.Allocate the transaction price to the performance obligations in the contract; and

5.Recognize revenue when the company satisfies a performance obligation.

The Company’s revenue consists of product revenue, resulting from the sale of silicon-anode lithium-ion batteries as well as battery pack products (“Product Revenue”), and service revenue, resulting from payments received from its customers based on executed engineering revenue contracts for the development of silicon-anode lithium-ion battery technology (“Service Revenue”).

For the fiscal year 2022, the Company recognized $6.2 million of total revenue, of which $6.2 million represented Service Revenue and an immaterial amount was for Product Revenue. Customer A represented $5.0 million of the Company's total revenue.

Product Revenue

Product Revenue is recognized once the Company has satisfied the performance obligations and the customer obtains control of the goods at a point in time under the revenue recognition criteria. Product Revenue is recognized in an amount that reflects the consideration for the corresponding performance obligations for the silicon-anode lithium-ion batteries or battery pack products transferred.

Service Revenue

Service Revenue contracts generally include the design and development efforts to conform the Company’s existing battery technology with the customer’s required specifications. The term of the Service Revenue contracts generally last from one to three years beginning at the effective date of the contract with a single performance obligation. Generally, the Company owns 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 prototype units, which meet the ultimate specifications set forth by the customer.

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. Any proceeds received prior to completing the final deliverable are recorded as deferred revenue.

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. As of January 1, 2023 and January 2, 2022, total deferred revenue was $3.8 million and $7.9 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 1, 2023 and January 2, 2022, total deferred contract costs were $0.8 million and $4.6 million, respectively.

Performance Obligations

As of January 1, 2023, the Company had $3.8 million of performance obligations, which comprised of total deferred revenue and customer order deposits. The Company currently expects to recognize approximately 1% of deferred revenue as revenue within the next twelve months.

Product Warranties

The Company provides product warranties, which cover certain repair or replacement under the revenue contracts and they generally range from one to three years. Estimated costs related to warranties are recorded in the same period when the product sales occur. The warranty liability reflects management’s best estimates of such costs and are recognized as cost of revenue. The Company continuously monitors its product returns for warranty failures and maintains a reserve for the related warranty expenses based on various factors, including historical product failure rates, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. Due to the potential for variability in these underlying factors, the difference between the estimated costs and the actual costs could be material to the Company’s consolidated financial statements. If actual product failure rates or the frequency or severity of reported claims differ from the estimates, the Company may be required to revise its estimated warranty liability. As of January 1, 2023, the Company's warranty liability on the Consolidated Balance Sheet was immaterial.

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 and Comprehensive Loss.

Cost of Revenues

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

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 fiscal year 2021, 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 1, 2023 and January 2, 2022, the Company had a reimbursement receivable from the assistance agreement of $0.4 million and $0.3 million, which is included in prepaid expenses and other current assets on the Consolidated Balance Sheets.

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”) or performance restricted stock units (“PRSUs”).

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.

Performance Restricted Stock Units

Starting in fiscal year 2022, the Company began to grant PRSUs to certain employees with vesting conditions based on performance and service conditions over two years. The Company uses its common stock price, which is the last reported sales price on the grant date to value its PRSUs. The Company uses the graded vesting method to calculate the stock-based compensation expense. At each reporting period, the Company would recognize and adjust the stock-based

compensation expense based on its probability assessment in meeting its PRSUs' performance conditions. Forfeitures are recorded when they occur.

Employee Stock Purchase Plan

The Company began to offer the employee stock purchase plan (“ESPP”) to its employees in fiscal year 2021. The Company uses the Black-Scholes valuation method to value the fair value of its ESPP shares and uses the graded vesting method to calculate the stock-based compensation expense.

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 options 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 Non-employee 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.

•Expected 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 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.

Recently Adopted Accounting Pronouncements

Effective January 3, 2022, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changed the impairment model for most financial assets and certain other instruments. The Company adopted ASU 2016-13 using a modified retrospective transition method, which required a cumulative-effect adjustment to the opening balance of retained earnings to be recognized on the date of adoption with prior periods not restated. The adoption of this ASU 2016-13 did not have a material impact on its consolidated financial statements. See “Credit Losses” above for a description of the Company’s credit losses accounting policy.

Debt	12 Months Ended
Debt	Jan. 01, 2023
Debt Disclosure [Abstract]
Debt	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 were 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 fourth quarter of 2021. The Company paid $0.2 million of interest for the fiscal year 2021. As of January 1, 2023 and 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 and Comprehensive Loss for the fiscal year 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 (expense) in the Consolidated Statement of Operations and Comprehensive Loss for the fiscal year 2020. As of January 1, 2023 and January 2, 2022, 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
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: 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(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

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

+ Details

Commitments and Contingencies (Details) $ in Millions	Jan. 21, 2022 plaintiff	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)
Loss Contingencies [Line Items]
Purchase commitments \| $		$ 22.7	$ 17.4
Sopheak Prak & Ricardo Pimentel v Enovix
Loss Contingencies [Line Items]
Number of plaintiffs \| plaintiff	2

Accrued Expenses (Tables)

12 Months Ended

Jan. 01, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consists of the following components (in thousands).


	As of
	January 1, 2023		January 2, 2022
Accrued expenses	$	4,550	$	6,668
Accrued duty and taxes	2,539		441

Accrued expenses	$	7,089	$	7,109

Warrants (Tables)

12 Months Ended

Jan. 01, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Warrant Activity

Public Warrant activity for the fiscal year 2021.


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

Stock-based Compensation - RSUs and PRSUs Activity (Details)	12 Months Ended
	Jan. 01, 2023 $ / shares shares
RSUs
Number of Shares Outstanding
Issued and unvested shares beginning balances (in shares) \| shares	535,449
Granted (in shares) \| shares	6,497,482
Vested (in shares) \| shares	(669,918)
Forfeited (in shares) \| shares	(452,916)
Issued and unvested shares outstanding ending balance (in shares) \| shares	5,910,097
Weighted Average Grant Date Fair Value
Issued and unvested shares beginning balances (in dollars per share) \| $ / shares	$ 23.38
Granted (in dollars per share) \| $ / shares	13.65
Vested (in dollars per share) \| $ / shares	15.40
Forfeited (in dollars per share) \| $ / shares	16.64
Issued and unvested shares outstanding ending balance (in dollars per share) \| $ / shares	$ 14.11
PRSUs
Number of Shares Outstanding
Issued and unvested shares beginning balances (in shares) \| shares	0
Granted (in shares) \| shares	1,500,845
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(39,784)
Issued and unvested shares outstanding ending balance (in shares) \| shares	1,461,061
Weighted Average Grant Date Fair Value
Issued and unvested shares beginning balances (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	13.41
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	13.41
Issued and unvested shares outstanding ending balance (in dollars per share) \| $ / shares	$ 13.41

Stock-based Compensation - Schedule Of Stock Options, Valuation Assumption (Details)	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	2.10%	0.50%
Risk-free interest rate ,maximum	4.20%	1.30%
Risk-free interest rate			0.50%
Expected term (years)			6 years
Dividend yield	0.00%	0.00%	0.00%
Expected volatility , minimum	67.60%	48.10%
Expected volatility , maximum	70.10%	49.80%
Expected volatility			37.80%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	5 years	5 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	6 years	6 years 10 months 24 days
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	0.10%
Risk-free interest rate ,maximum	4.80%
Risk-free interest rate		0.10%
Expected term (years)		6 months
Dividend yield	0.00%	0.00%
Expected volatility , minimum	62.30%
Expected volatility , maximum	123.20%
Expected volatility		71.50%
Employee Stock Purchase Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	6 months
Employee Stock Purchase Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	1 year 6 months

Fair Value Measurement (Tables)

12 Months Ended

Jan. 01, 2023

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table details the fair value measurements of assets and liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement, as of January 1, 2023 and January 2, 2022 (in thousands).


	Fair Value Measurement using
	Level 1		Level 2		Level 3		Total Fair Value
As of January 1, 2023
Assets:
Money Market Funds	$	319,946	$	—	$	—	$	319,946
Liabilities:
Private Placement Warrants	$	—	$	—	$	49,080	$	49,080

As of January 2, 2022
Liabilities:
Private Placement Warrants	$	—	$	—	$	124,260	$	124,260

Schedule of Changes in Fair Value for Level 3

The following table summarizes the changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs (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		—
Change in fair value	(75,180)		—
Fair value as of January 1, 2023	$	49,080	$	—

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 1, 2023	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
Expected term (in years)	3.5	4.5	5.0	2.5 - 4.1
Expected volatility	92.5%	77.5%	50.0%	75.0%
Risk-free interest rate	4.2%	1.2%	0.8%	0.2% - 0.4%
Expected dividend rate	0.0%	0.0%	—%	0.0%

Income Tax - Schedule of deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Gross deferred tax assets:
Lease liabilities	$ 2,479	$ 2,687
Deferred revenue	1,056	2,201
Share-based compensation	4,455	1,769
Capitalized research and experimental expenses	11,891	0
Federal and state credit carryovers	3,926	4,604
Federal and state net operating losses	82,113	63,522
Transaction costs	1,502	1,656
Depreciation and amortization	1,347	250
Total gross deferred tax assets	108,769	76,689
Valuation allowance	(107,053)	(74,823)
Total deferred tax assets, net of valuation allowance	1,716	1,866
Deferred tax liabilities:
Right-of-use asset	(1,716)	(1,866)
Total deferred tax liabilities	(1,716)	(1,866)
Net deferred tax assets	$ 0	$ 0

Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Leases [Abstract]
Operating lease cost	$ 1,682	$ 1,535

Fair Value Measurement

12 Months Ended

Jan. 01, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurement

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 Financial Accounting Standards Board. 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.

The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and the warrant liabilities. Cash and cash equivalents are reported at their respective fair values on the Company's Consolidated Balance Sheets. Cash and cash equivalents are reported at their respective fair values on the Consolidated 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 1, 2023 and January 2, 2022, the Company did not have short-term and long-term investments that are classified available-for-sale. As of January 1, 2023 and January 2, 2022, the Company had cash and cash equivalents of $322.9 million and $385.3 million, respectively.


	Fair Value Measurement using
	Level 1		Level 2		Level 3		Total Fair Value
As of January 1, 2023
Assets:
Money Market Funds	$	319,946	$	—	$	—	$	319,946
Liabilities:
Private Placement Warrants	$	—	$	—	$	49,080	$	49,080

As of January 2, 2022
Liabilities:
Private Placement Warrants	$	—	$	—	$	124,260	$	124,260

The Company’s liabilities are measured at fair value on a non-recurring basis, including 6,000,000 shares of the Private Placement Warrants that were assumed from the Business Combination and were held by Rodgers Capital, LLC (the “Sponsor”) and certain of its members. The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. The key assumptions impacting the fair value of the Private Placement Warrants are the fair value of the Company’s common stock as of each re-measurement date, the remaining contractual terms of the Private Placement Warrants, risk-free rate of return and expected volatility which is based on the historical and implied volatility of the Company and the volatility of the Company’s peer group.

As of January 1, 2023, the fair value of the Private Placement Warrants was $8.18 per share with an exercise price of $11.50 per share. The following table summarizes the changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs (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		—
Change in fair value	(75,180)		—
Fair value as of January 1, 2023	$	49,080	$	—

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 1, 2023	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
Expected term (in years)	3.5	4.5	5.0	2.5 - 4.1
Expected volatility	92.5%	77.5%	50.0%	75.0%
Risk-free interest rate	4.2%	1.2%	0.8%	0.2% - 0.4%
Expected dividend rate	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

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)

12 Months Ended

Jan. 01, 2023

Jan. 02, 2022

Dec. 31, 2020

Cash flows from operating activities:

Net loss

$ (51,622,000)

$ (125,874,000)

$ (39,650,000)

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation

7,425,000

995,000

579,000

Amortization of right-of-use assets

547,000

520,000

Stock-based compensation

30,367,000

10,711,000

666,000

Changes in fair value of convertible preferred stock warrants and common stock warrants

(75,180,000)

56,141,000

13,789,000

Impairment of equipment

^[1]

4,921,000

Issuance of convertible preferred stock warrants (non-cash)

1,476,000

Change in fair value of convertible promissory notes

2,422,000

Loss (gain) on early debt extinguishment

60,000

(1,628,000)

Interest expense (non-cash)

107,000

Changes in operating assets and liabilities:

Accounts receivable

(170,000)

Inventory

(634,000)

Prepaid expenses and other assets

(2,828,000)

(2,497,000)

(577,000)

Deferred contract costs

3,754,000

(967,000)

(2,482,000)

Accounts payable

2,272,000

1,523,000

1,826,000

Accrued expenses and compensation

2,547,000

5,193,000

2,617,000

Deferred revenue

(4,091,000)

2,370,000

185,000

Other liabilities

(48,000)

519,000

620,000

Net cash used in operating activities

(82,740,000)

(51,306,000)

(20,050,000)

Cash flows from investing activities:

Purchase of property and equipment

(36,212,000)

(43,584,000)

(26,953,000)

Net cash used in investing activities

(36,212,000)

(43,584,000)

(26,953,000)

Cash flows from financing activities:

Proceeds from Business Combination and PIPE financing

405,155,000

Payments of transaction costs related to Business Combination and PIPE financing

(31,410,000)

Proceeds from exercise of common stock warrants, net

52,828,000

77,170,000

Proceeds from issuance of convertible preferred stock, net

63,932,000

Proceeds from secured promissory notes, converted promissory notes and paycheck protection program loan

15,000,000

1,628,000

Proceeds from issuance of common stock under employee stock purchase plan

1,900,000

Payroll tax payments for shares withheld upon vesting of RSUs

(587,000)

Repayment of secured promissory note

(15,000,000)

Payments of debt issuance costs

(90,000)

Proceeds from exercise of convertible preferred stock warrants

102,000

Proceeds from the exercise of stock options

2,379,000

190,000

360,000

Repurchase of unvested restricted common stock

(10,000)

(27,000)

Net cash provided by financing activities

56,510,000

451,090,000

65,920,000

Change in cash, cash equivalents, and restricted cash

(62,442,000)

356,200,000

18,917,000

Cash and cash equivalents and restricted cash, beginning of period

385,418,000

29,218,000

10,301,000

Cash and cash equivalents, and restricted cash, end of period

322,976,000

385,418,000

29,218,000

Supplemental cash flow data (Non-cash):

Net liabilities assumed from Business Combination

73,400,000

Purchase of property and equipment included in liabilities

7,037,000

5,488,000

3,181,000

Conversion of promissory notes to convertible preferred stock

8,073,000

Settlement of accrued interest expense through conversion of promissory notes to convertible preferred stock

130,000

Issuance of convertible preferred stock warrants

1,476,000

Gain on extinguishment of paycheck protection program loan

$ 0

$ 1,628,000

[1]	As of January 1, 2023, $1.7 million of the $4.9 million impairment of equipment was recorded as accrued expenses on the Consolidated Balance Shee

Stock-based Compensation (Tables)

12 Months Ended

Jan. 01, 2023

Share-Based Payment Arrangement [Abstract]

Common Stock Capital Shares Reserved for Future Issuance

The following table shows the shares of common stock that had been reserved for future issuance as of January 1, 2023.


Exercise of outstanding common stock options			5,034,282
Options, RSUs and PRSUs available for future grants			22,972,236
Outstanding RSUs and PRSUs for future vesting			7,371,158
Common stock employee purchase plan available for future offerings			8,493,050
			43,870,726

Stock-Based Compensation Expense

The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the Consolidated Statements of Operations and Comprehensive Loss for the periods presented below (in thousands).


	Fiscal Years
		2022		2021		2020
Cost of revenue		$	2,071	$	274	$	102
Research and development		12,720		6,175		485
Selling, general and administrative		15,576		4,262		79
Total stock-based compensation expense		$	30,367	$	10,711	$	666

Summary of Stock Option Activity

The following table summarizes stock option activities for the fiscal year January 1, 2023 (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 2, 2022	5,753,005	$	8.88
Granted	56,190	14.56
Exercised	(381,497)	6.24			$	4,258
Forfeited	(393,416)	9.79
Balances as of January 1, 2023	5,034,282	$	9.07	8.2	$	18,486
Vested and expected to vest at January 1, 2023	7,959,820	$	5.76	8.1	$	54,695
Vested and exercisable at January 1, 2023	1,616,203	$	8.32	8.0	$	7,206
Unvested and exercisable at January 1, 2023	3,197,163	$	8.92	8.3	$	11,249


(1)			The 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 January 1, 2023 represents the value of the Company’s closing stock price at $12.44 on January 1, 2023 in excess of the exercise price multiplied by the number of options outstanding.

Stock Option Valuation Assumptions

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 2022, 2021 and 2020.


	Fiscal Years
	2022		2021		2020
Risk-free interest rate	2.1% - 4.2%		0.5% - 1.3%		0.5	%
Expected term (years)	5.0 - 6.0		5.0 - 6.9		6.0
Dividend yield	—	%	—	%	—	%
Expected volatility	67.6% - 70.1%		48.1% - 49.8%		37.8	%

RSUs and PRSUs Activity

The following table summarizes RSUs and PRSUs activities for the fiscal year January 1, 2023 (in thousands, except share and per share amount).


	RSUs			PRSUs
	Number of Shares Outstanding	Weighted Average Grant Date Fair Value		Number of Shares Outstanding	Weighted Average Grant Date Fair Value
Issued and unvested shares balances as of January 2, 2022	535,449	$	23.38	—	$	—
Granted	6,497,482	13.65		1,500,845	13.41
Vested	(669,918)	15.40		—	—
Forfeited	(452,916)	16.64		(39,784)	13.41
Issued and unvested shares outstanding as of January 1, 2023	5,910,097	$	14.11	1,461,061	$	13.41

ESPP Valuation Assumptions

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 years 2022 and 2021.


	Fiscal Years
	2022	2021
Risk-free interest rate	0.1% - 4.8%	0.1	%
Expected term (years)	0.5 - 1.5	0.5
Dividend yield	—%	—	%
Expected volatility	62.3% - 123.2%	71.5	%

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Current assets:
Cash and cash equivalents	$ 322,851	$ 385,293
Accounts receivable, net	170	0
Inventory	634	0
Deferred contract costs	800	4,554
Prepaid expenses and other current assets	5,193	8,274
Total current assets	329,648	398,121
Property and equipment, net	103,868	76,613
Operating lease, right-of-use assets	6,133	6,669
Other assets, non-current	937	1,162
Total assets	440,586	482,565
Current liabilities:
Accounts payable	7,077	3,144
Accrued expenses	7,089	7,109
Accrued compensation	8,097	4,101
Deferred revenue	50	5,575
Other liabilities	716	707
Total current liabilities	23,029	20,636
Warrant liability	49,080	124,260
Operating lease liabilities, non-current	8,234	9,071
Deferred revenue, non-current	3,724	2,290
Other liabilities, non-current	92	191
Total liabilities	84,159	156,448
Commitments and Contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.0001 par value; authorized shares of 1,000,000,000; issued and outstanding shares of 157,461,802 and 152,272,287 as of January 1, 2023 and January 2, 2022, respectively	15	15
Preferred stock, $0.0001 par value; authorized shares of 10,000,000; no shares issued or outstanding as of January 1, 2023 and January 2, 2022, respectively	0	0
Additional paid-in-capital	741,186	659,254
Accumulated deficit	(384,774)	(333,152)
Total stockholders’ equity	356,427	326,117
Total liabilities and stockholders’ equity	$ 440,586	$ 482,565

Stock-based Compensation

12 Months Ended

Jan. 01, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Equity Incentive Plans

As of January 1, 2023, 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 (“RSUs”), and performance restricted stock units (“PRSUs”), collectively referred to as “Stock Awards”. Incentive stock and non-statutory stock options are collectively referred to as “Option(s).”

Under the 2021 Plan, 16,850,000 shares of common stock were reserved for future issuance. 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 were 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. 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.

Common stock

The following table shows the shares of common stock that had been reserved for future issuance as of January 1, 2023.


Exercise of outstanding common stock options			5,034,282
Options, RSUs and PRSUs available for future grants			22,972,236
Outstanding RSUs and PRSUs for future vesting			7,371,158
Common stock employee purchase plan available for future offerings			8,493,050
			43,870,726

Stock-Based Compensation

The Company generally issues equity awards to employees and non-employees in the form of stock options and RSUs. Additionally, the Company also offers the 2021 ESPP to its eligible employees. In the second quarter of 2022, the Company began to grant PRSUs subject to performance and service vesting conditions. The Company uses Black-Scholes option pricing model to value its stock options granted and the estimated shares to be purchased under the ESPP. For both RSUs and PRSUs, the Company uses its common stock price, which is the last reported sales price on the grant date to value those securities.

In general, the Company recognizes its stock-based compensation expense on a straight-line basis over the requisite service period and records forfeitures as they occur. For PRSUs, the Company uses the graded vesting method to calculate the stock-based compensation expense. At each reporting period, the Company would recognize and adjust the stock-based compensation expense based on its probability assessment in meeting its PRSUs' performance conditions.


	Fiscal Years
		2022		2021		2020
Cost of revenue		$	2,071	$	274	$	102
Research and development		12,720		6,175		485
Selling, general and administrative		15,576		4,262		79
Total stock-based compensation expense		$	30,367	$	10,711	$	666

For the fiscal year 2022, the Company capitalized $1.8 million of stock-based compensation as property and equipment, net in the Consolidated Balance Sheet. For the fiscal year 2021, the Company capitalized an immaterial amount of stock-based compensation as deferred contract costs, inventory and property and equipment, net in the Consolidated Balance Sheet. There was no recognized tax benefit related to stock-based compensation for the periods presented. In addition, the Company accrued $1.5 million of bonus to be settled in equity awards as accrued compensation on the Consolidated Balance Sheet as of January 1, 2023.

As of January 1, 2023, there was approximately $104.1 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 3.8 years. As of January 1, 2023, there was approximately $1.1 million of total unrecognized stock-based compensation related to the 2021 ESPP, which is expected to be recognized over the remaining period of 1.4 years.

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 summarizes stock option activities for the fiscal year January 1, 2023 (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 2, 2022	5,753,005	$	8.88
Granted	56,190	14.56
Exercised	(381,497)	6.24			$	4,258
Forfeited	(393,416)	9.79
Balances as of January 1, 2023	5,034,282	$	9.07	8.2	$	18,486
Vested and expected to vest at January 1, 2023	7,959,820	$	5.76	8.1	$	54,695
Vested and exercisable at January 1, 2023	1,616,203	$	8.32	8.0	$	7,206
Unvested and exercisable at January 1, 2023	3,197,163	$	8.92	8.3	$	11,249


(1)			The 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 January 1, 2023 represents the value of the Company’s closing stock price at $12.44 on January 1, 2023 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 2022, 2021 and 2020.


	Fiscal Years
	2022		2021		2020
Risk-free interest rate	2.1% - 4.2%		0.5% - 1.3%		0.5	%
Expected term (years)	5.0 - 6.0		5.0 - 6.9		6.0
Dividend yield	—	%	—	%	—	%
Expected volatility	67.6% - 70.1%		48.1% - 49.8%		37.8	%

The estimated weighted-average grant date fair value of stock options granted to employees during the fiscal years 2022, 2021 and 2020 were $8.84, $4.43 and $0.59 per share, respectively. The fair value of stock options that vested during the fiscal years 2022, 2021 and 2020 were $12.4 million, $6.6 million and $0.3 million, respectively.

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 1, 2023 and January 2, 2022, 2,925,538 and 5,086,572 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 January 1, 2023 and January 2, 2022 were $0.2 million and $0.3 million, respectively. The early exercised stock options liability was recorded in other current and non-current liabilities in the Consolidated Balance Sheets.

Restricted Stock Unit and Performance Restricted Stock Unit Activities

Since September 2021, the Company primarily grants RSUs to its employees and non-employee directors. The Company generally grants RSUs with service vesting condition over four or five years. In addition, in the fiscal year 2022, the Company began to grant PRSUs to certain employees with both performance and service vesting conditions over two years. Each RSU or PRSU 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 summarizes RSUs and PRSUs activities for the fiscal year January 1, 2023 (in thousands, except share and per share amount).


	RSUs			PRSUs
	Number of Shares Outstanding	Weighted Average Grant Date Fair Value		Number of Shares Outstanding	Weighted Average Grant Date Fair Value
Issued and unvested shares balances as of January 2, 2022	535,449	$	23.38	—	$	—
Granted	6,497,482	13.65		1,500,845	13.41
Vested	(669,918)	15.40		—	—
Forfeited	(452,916)	16.64		(39,784)	13.41
Issued and unvested shares outstanding as of January 1, 2023	5,910,097	$	14.11	1,461,061	$	13.41

The total fair value of RSUs vested during the fiscal years 2022 and 2021 were $10.3 million and $1.8 million, respectively.

During fiscal year 2022, the Company began to withhold shares with value equivalent to the employees' obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The number of shares withheld was determined by the Company's closing share price on the vesting of its common stock. For fiscal year 2022, the total number of shares withheld were 48,739 and total amounts paid for the employees' tax obligation to taxing authorities were $0.6 million related to the shares withheld upon vesting of the RSUs. These transactions were reflected as financing activities within the Consolidated Statements of Cash Flows.

Employee Stock Purchase Plan Activity

The 2021 ESPP was approved by the stockholders on July 12, 2021. The first offering of the 2021 ESPP was in November 2021 and the first purchase was in May 2022. During the fiscal year 2022, 229,249 common stock shares were purchased under the 2021 ESPP with the weighted-average purchase price per share of $8.29 and the weighted average grant-date fair value per share of $11.22.

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 years 2022 and 2021.


	Fiscal Years
	2022	2021
Risk-free interest rate	0.1% - 4.8%	0.1	%
Expected term (years)	0.5 - 1.5	0.5
Dividend yield	—%	—	%
Expected volatility	62.3% - 123.2%	71.5	%

Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions	Jul. 14, 2021 USD ($) $ / shares shares	Jan. 01, 2023 $ / shares shares	Jan. 02, 2022 $ / shares shares
Schedule Of Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Deemed value per share (in dollars per share) \| $ / shares	$ 10.00
Reverse capitalization exchange ratio	0.1846
Stock converted, recapitalization (in shares)	103,995,643
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000	1,000,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000	10,000,000
Number of shares issues (in shares)	12,500,000
Purchase price per share (in dollars per share) \| $ / shares	$ 14.00
Common stock sold, aggregate purchase price \| $	$ 175.0
Liabilities assumed \| $	$ 73.4
Common Stock
Schedule Of Reverse Recapitalization [Line Items]
Stock converted, recapitalization (in shares)	103,995,643
Stock converted and reserved for future issuance, recapitalization (in shares)	5,547,327

Organization and Basis of Presentation	12 Months Ended
Organization and Basis of Presentation	Jan. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Organization and Basis of Presentation Organization Enovix Corporation (“Enovix” or the “Company”) was incorporated in Delaware in 2006. The Company designs, develops, and have started to commercially manufacture an advanced silicon-anode lithium-ion battery using its proprietary three-dimensional (“3D”) cell architecture that increases energy density and maintains high cycle life. The Company is headquartered in Fremont, California. Prior to the fiscal year 2022, the Company was focused on the development and commercialization of its silicon-anode lithium-ion batteries. Starting in the second quarter of 2022, the Company commenced its planned principal operations of commercial manufacturing. The Company began its production of silicon-anode lithium-ion batteries or battery pack products and began generating product revenue in addition to service revenue from its engineering service contracts for the development of silicon-anode lithium-ion battery technology. 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 more information. 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 fiscal years 2022 and 2021 were ended on January 1, 2023 and January 2, 2022, respectively.

Property and Equipment - Narrative (Details) - USD ($)

3 Months Ended

12 Months Ended

Jan. 01, 2023

Jan. 02, 2022

Dec. 31, 2020

Property, Plant and Equipment [Line Items]

Impairment of equipment

^[1]

$ 4,921,000

$ 0

Machinery and equipment

Property, Plant and Equipment [Line Items]

Impairment of equipment

$ 4,900,000

[1]	As of January 1, 2023, $1.7 million of the $4.9 million impairment of equipment was recorded as accrued expenses on the Consolidated Balance Shee

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Jan. 01, 2023	Feb. 24, 2023	Jul. 01, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jan. 01, 2023
Current Fiscal Year End Date	--01-01
Document Transition Report	false
Entity Registrant Name	Enovix Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39753
Entity Tax Identification Number	85-3174357
Entity Address, Address Line One	3501 W Warren Avenue
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	510
Local Phone Number	695-2350
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ENVX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 970.3
Entity Common Stock, Shares Outstanding		157,780,082
Documents Incorporated by Reference [Text Block]	Portions of the registrant's Proxy Statement for its 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Annual Report on Form 10-K
Entity Central Index Key	0001828318
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Leases - Supplemental Cash Flow Information Related To Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 1,366	$ 1,418
Lease liabilities arising from obtaining ROU assets:
Operating leases	$ 0	$ 8,763

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)

12 Months Ended

Jan. 01, 2023

Jan. 02, 2022

Dec. 31, 2020

Income Statement [Abstract]

Revenue

$ 6,202,000

$ 0

Cost of revenue

23,239,000

1,967,000

3,375,000

Gross margin

(17,037,000)

(1,967,000)

(3,375,000)

Operating expenses:

Research and development

58,051,000

37,850,000

14,442,000

Selling, general and administrative

51,970,000

29,705,000

5,713,000

Impairment of equipment

^[1]

4,921,000

Total operating expenses

114,942,000

67,555,000

20,155,000

Loss from operations

(131,979,000)

(69,522,000)

(23,530,000)

Other income (expense):

Change in fair value of convertible preferred stock warrants and common stock warrants

75,180,000

(56,141,000)

(13,789,000)

Issuance of convertible preferred stock warrants

(1,476,000)

Change in fair value of convertible promissory notes

(2,422,000)

Gain on extinguishment of paycheck protection program loan

1,628,000

Interest income (expense), net

5,231,000

(187,000)

(107,000)

Other income (expense), net

(54,000)

(24,000)

46,000

Total other income (expense), net

80,357,000

(56,352,000)

(16,120,000)

Comprehensive Income (Loss), Net of Tax, Attributable to Parent

(51,622,000)

(125,874,000)

(39,650,000)

Net loss and comprehensive loss

$ (51,622,000)

$ (125,874,000)

$ (39,650,000)

Net loss per share, basic (in dollars per share)

$ (0.34)

$ (1.07)

$ (0.49)

Weighted average number of common shares outstanding, basic (in shares)

152,918,287

117,218,893

80,367,324

Net loss per share, diluted (in dollars per share)

$ (0.82)

$ (1.07)

$ (0.49)

Weighted average number of common shares outstanding, diluted (in shares)

154,149,367

117,218,893

80,367,324

[1]	As of January 1, 2023, $1.7 million of the $4.9 million impairment of equipment was recorded as accrued expenses on the Consolidated Balance Shee

Fair Value Measurement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 01, 2023	Jan. 02, 2022	Dec. 05, 2021	Jul. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 322,851	$ 385,293			$ 29,143
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)	6,000,000			6,000,000
Exercise price of warrants (in dollars per share)			$ 11.50	$ 11.50
Level 3 \| Fair Value, Nonrecurring \| Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)	6,000,000
Fair value of warrant per share (in dollars per share)	$ 8.18
Exercise price of warrants (in dollars per share)	$ 11.50

Income Tax

12 Months Ended

Jan. 01, 2023

Income Tax Disclosure [Abstract]

Income Tax

Net loss before income taxes was attributable to the following geographic locations for the fiscal years 2022, 2021 and 2020 (in thousands).


	Fiscal Years
	2022		2021		2020
United States	$	(51,496)	$	(125,797)	$	(39,637)
Foreign	(126)		(77)		(13)
Net loss before income taxes	$	(51,622)	$	(125,874)	$	(39,650)

During the fiscal years 2022, 2021 and 2020, there was no provision for income taxes recorded as the Company generated net operating losses and a full valuation allowance was recorded against all U.S. federal and state net deferred tax assets. The following table shows the differences between the effective tax rate and the U.S. federal statutory tax rate for the fiscal years 2022, 2021 and 2020.


	Fiscal Years
	2022		2021		2020
Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State and local income taxes, net of federal benefit	16.2	%	3.7	%	4.3	%
Change in fair value of convertible promissory notes	—	%	—	%	(1.3	%)
Non-deductible convertible preferred stock warrant expense	30.6	%	(9.4	%)	(8.1	%)
Federal tax credits	(1.7	%)	0.3	%	0.5	%
Share-based compensation	(3.5	%)	(0.8	%)	(0.3	%)
Extinguishment of PPP Loan	—	%	—	%	0.9	%
Impact of changes in valuation allowance	(62.4	%)	(14.6	%)	(16.9	%)
Other	(0.2	%)	(0.2	%)	(0.1	%)
Effective tax rate	—	%	—	%	—	%

The following table shows the components of deferred tax assets (liabilities) as of January 1, 2023 and January 2, 2022.


	January 1, 2023		January 2, 2022
Gross deferred tax assets:

Lease liabilities	$	2,479	$	2,687
Deferred revenue	1,056		2,201
Share-based compensation	4,455		1,769
Capitalized research and experimental expenses	11,891		—
Federal and state credit carryovers	3,926		4,604
Federal and state net operating losses	82,113		63,522
Transaction costs	1,502		1,656
Depreciation and amortization	1,347		250
Total gross deferred tax assets	108,769		76,689
Valuation allowance	(107,053)		(74,823)
Total deferred tax assets, net of valuation allowance	1,716		1,866
Deferred tax liabilities:

Right-of-use asset	(1,716)		(1,866)
Total deferred tax liabilities	(1,716)		(1,866)
Net deferred tax assets	$	—	$	—

As of January 1, 2023, the Company had $334.4 million of state and $279.8 million of federal loss carryovers that could be utilized to reduce the tax liabilities of future years. The tax-effected loss carryovers were $29.5 million for state before federal effect, and $58.8 million for federal as of January 1, 2023. The Company also had $4.8 million of state research and development (“R&D”) tax credit carryovers and $4.1 million of federal R&D tax credit carryovers as of January 1, 2023.

The state losses expire between 2028 and 2042. 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 2042. The state credit carryovers do not expire. Utilization of net operating losses and tax credit carryforwards are subject to certain limitations under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, due to historical changes in the Company’s ownership, as defined in current income tax regulations. A portion of the carryforwards may expire before being applied to reduce future income tax liabilities.

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 1, 2023, 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 1, 2023. 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 following table summarizes the activities related to unrecognized tax benefits for the fiscal years 2022, 2021 and 2020.


	Fiscal Years
	2022		2021		2020
Balance at beginning of fiscal year	$	5,048	$	4,368	$	3,974
Increases related to current year tax positions	549		537		394
Increases related to the prior year tax positions	12		143		—
Decreases related to prior year tax positions	(1,181)		—		—
Balance at end of fiscal year	$	4,428	$	5,048	$	4,368

As of January 1, 2023 and January 2, 2022, 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 1, 2023, 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 and Comprehensive Loss 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 and Comprehensive Loss. For the fiscal years 2022, 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 1, 2023 and January 2, 2022.

The Company files income tax returns in the U.S. federal jurisdiction and in the California and Florida 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.

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+ Details

Leases - Supplemental Lease Information (Details)	Jan. 01, 2023	Jan. 02, 2022
Leases [Abstract]
Weighted-average remaining lease term	7 years 8 months 12 days	8 years 8 months 12 days
Weighted average discount rate	6.80%	6.80%

Stock-based Compensation - Summary of Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 30,367	$ 10,711	$ 666
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	2,071	274	102
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	12,720	6,175	485
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 15,576	$ 4,262	$ 79

Debt - Additional Information (Details) - USD ($)			1 Months Ended	12 Months Ended
Debt - Additional Information (Details) - USD ($)	Jul. 14, 2021	Mar. 25, 2020	Apr. 30, 2020	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020	May 24, 2021	Dec. 13, 2019
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt				$ 0	$ (60,000)	$ 1,628,000
Secured Debt
Debt Instrument [Line Items]
Repayment of debt	$ 15,200,000
Gain (loss) on extinguishment of debt	$ (100,000)
Interest expense					200,000
Debt outstanding				0	0
Secured Debt \| Affiliated Entity
Debt Instrument [Line Items]
Debt principal amount							$ 15,000,000
Interest rate payable monthly							7.50%
Convertible Promissory Notes
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
Series P2 Convertible Preferred Stock \| Convertible Promissory Notes
Debt Instrument [Line Items]
Debt conversion (in shares)		19,001,815
2020 Paycheck Protection Program Loan CARES Act
Debt Instrument [Line Items]
Loan Proceeds			$ 1,600,000
Board of Directors \| Convertible Promissory Notes
Debt Instrument [Line Items]
Debt principal amount								$ 5,700,000
Interest rate payable monthly								6.00%

Related Party (Details)			3 Months Ended	12 Months Ended
Related Party (Details)	Jul. 14, 2021 USD ($) shares	Sep. 24, 2020 USD ($) day $ / shares shares	Oct. 03, 2021 USD ($)	Jan. 01, 2023 USD ($) family_member	Jan. 02, 2022 USD ($)	Dec. 31, 2020 USD ($) shares	May 24, 2021 USD ($)
Related Party Transaction [Line Items]
Number of shares issued (in shares) \| shares	12,500,000
Issuance of common stock upon exercise of stock options						$ 63,932,000
Loss (gain) on early debt extinguishment				$ 0	$ 60,000	$ (1,628,000)
Debt outstanding				$ 0	0
Chief Executive Officer
Related Party Transaction [Line Items]
Number of employed family members \| family_member				2
Common Stock
Related Party Transaction [Line Items]
Number of shares issued (in shares) \| shares						27,989,240
Issuance of common stock upon exercise of stock options						$ 3,000
Founder Shares \| Sponsor, Rodgers Capital LLC \| Common Stock
Related Party Transaction [Line Items]
Number of shares issued (in shares) \| shares		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 (in dollars per share) \| $ / shares		$ 14.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| day		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| day		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences \| day		150
Related Party Loans \| Promissory Note \| Board of Directors
Related Party Transaction [Line Items]
Principal balance							$ 15,000,000
Interest rate							7.50%
Repayment of debt	$ 15,200,000
Loss (gain) on early debt extinguishment			$ 100,000
Interest expense					$ 200,000

Common Stock and Convertible Preferred Stock - Summary of Legacy Enovix Convertible Preferred Stock (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
Outstanding (in shares)	0	0
Carrying Value	$ 0	$ 0
Previously Reported
Temporary Equity [Line Items]
Authorized (in shares)	334,713,204
Issued (in shares)	324,370,424
Outstanding (in shares)	324,370,424	153,758,348
Carrying Value	$ 202,056	$ 129,921
Aggregate Liquidation Preference	$ 205,372
Series A Preferred Stock \| Previously Reported
Temporary Equity [Line Items]
Authorized (in shares)	705,000
Issued (in shares)	705,000
Outstanding (in shares)	705,000
Carrying Value	$ 226
Aggregate Liquidation Preference	$ 235
Series B Preferred Stock \| Previously Reported
Temporary Equity [Line Items]
Authorized (in shares)	66,300
Issued (in shares)	66,300
Outstanding (in shares)	66,300
Carrying Value	$ 50
Aggregate Liquidation Preference	$ 50
Series C Preferred Stock \| Previously Reported
Temporary Equity [Line Items]
Authorized (in shares)	181,844
Issued (in shares)	0
Outstanding (in shares)	0
Carrying Value	$ 0
Aggregate Liquidation Preference	$ 0
Series D Preferred Stock \| Previously Reported
Temporary Equity [Line Items]
Authorized (in shares)	58,016,741
Issued (in shares)	47,855,805
Outstanding (in shares)	47,855,805
Carrying Value	$ 84,927
Aggregate Liquidation Preference	$ 85,100
Series E Preferred Stock \| Previously Reported
Temporary Equity [Line Items]
Authorized (in shares)	4,862,376
Issued (in shares)	4,862,376
Outstanding (in shares)	4,862,376
Carrying Value	$ 4,783
Aggregate Liquidation Preference	$ 4,862
Series E2 Preferred Stock \| Previously Reported
Temporary Equity [Line Items]
Authorized (in shares)	18,035,000
Issued (in shares)	18,035,000
Outstanding (in shares)	18,035,000
Carrying Value	$ 17,063
Aggregate Liquidation Preference	$ 18,035
Series F Preferred Stock \| Previously Reported
Temporary Equity [Line Items]
Authorized (in shares)	82,233,867
Issued (in shares)	82,233,867
Outstanding (in shares)	82,233,867
Carrying Value	$ 22,872
Aggregate Liquidation Preference	$ 23,437
Series P2 Preferred Stock \| Previously Reported
Temporary Equity [Line Items]
Authorized (in shares)	170,612,076
Issued (in shares)	170,612,076
Outstanding (in shares)	170,612,076
Carrying Value	$ 72,135
Aggregate Liquidation Preference	$ 73,653

Accrued Expenses (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Payables and Accruals [Abstract]
Accrued others	$ 4,550	$ 6,668
Accrued duty and taxes	2,539	441
Accrued expenses	$ 7,089	$ 7,109

Business Combination - Summary of Net Cash Proceed from Business Combination (Details) $ in Thousands	Jul. 14, 2021 USD ($)
Reverse Recapitalization [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

Common Stock and Convertible Preferred Stock (Tables)

12 Months Ended

Jan. 01, 2023

Stockholders' Equity Note [Abstract]

Schedule of Convertible Preferred Stock

The following table shows details related to Legacy Enovix's convertible preferred shares, as of December 31, 2020, prior to the Business Combination.


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

Inventory

12 Months Ended

Jan. 01, 2023

Inventory Disclosure [Abstract]

Inventory

Inventory consists of the following components (in thousands).


	January 1, 2023
Raw materials	$	481
Work-in-process	106
Finished goods	47
Total inventory	$	634

Common Stock and Convertible Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 14, 2021 $ / shares shares	Jan. 01, 2023 USD ($) vote convertible_preferred_stock $ / shares shares	Jan. 02, 2022 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Jul. 13, 2021 shares	Dec. 31, 2019 shares
Stockholders' Equity Note [Abstract]
Common stock, shares authorized (in shares) \| shares	1,000,000,000	1,000,000,000	1,000,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares) \| shares		157,461,802	152,272,287
Common stock, shares outstanding (in shares) \| shares	145,245,628	157,461,802	152,272,287		563,316,738
Voting rights per share of common stock \| vote		1
Preferred stock, shares authorized (in shares) \| shares	10,000,000	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares) \| shares		0	0
Preferred stock, shares outstanding (in shares) \| shares		0	0
Number of classes of convertible preferred stock \| convertible_preferred_stock		8
Temporary Equity [Line Items]
Shares outstanding (in shares) \| shares				0		0
Number of shares issues (in shares) \| shares	12,500,000
Purchase price per share (in dollars per share)	$ 14.00
Proceeds from issuance of convertible preferred stock, net \| $		$ 0	$ 0	$ 63,932
Dividend rate on preferred stock				8.00%
Dividends declared on preferred stock (in dollars per share)		$ 0	$ 0
Total Legacy Enovix convertible preferred stock
Temporary Equity [Line Items]
Shares outstanding (in shares) \| shares		0	0
Series F Preferred Stock
Temporary Equity [Line Items]
Preferred stock, additional shares issued (in shares) \| shares	119,728,123
Preferred conversion price (in dollars per share)				$ 0.2850
Series P2 Preferred Stock
Temporary Equity [Line Items]
Number of shares issues (in shares) \| shares				151,610,261
Purchase price per share (in dollars per share)				$ 0.43
Proceeds from issuance of convertible preferred stock, net \| $				$ 63,900
Equity issuance costs \| $				$ 1,500
Convertible preferred stock, shares issued upon conversion (in shares) \| shares				19,001,815
Preferred conversion price (in dollars per share)				$ 0.4317
Series A Preferred Stock
Temporary Equity [Line Items]
Preferred conversion price (in dollars per share)				0.3333
Series B Preferred Stock
Temporary Equity [Line Items]
Preferred conversion price (in dollars per share)				0.7541
Series C Preferred Stock
Temporary Equity [Line Items]
Preferred conversion price (in dollars per share)				1.0829
Series D Preferred Stock
Temporary Equity [Line Items]
Preferred conversion price (in dollars per share)				1.6411
Series E Preferred Stock
Temporary Equity [Line Items]
Preferred conversion price (in dollars per share)				1.00
Series E2 Preferred Stock
Temporary Equity [Line Items]
Preferred conversion price (in dollars per share)				$ 1.00

Stock-based Compensation - Black-Scholes Option-Pricing Mode (Details)	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	2.10%	0.50%
Risk-free interest rate ,maximum	4.20%	1.30%
Risk-free interest rate			0.50%
Expected term (years)			6 years
Dividend yield	0.00%	0.00%	0.00%
Expected volatility , minimum	67.60%	48.10%
Expected volatility , maximum	70.10%	49.80%
Expected volatility			37.80%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	5 years	5 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	6 years	6 years 10 months 24 days

Business Combination (Tables)

12 Months Ended

Jan. 01, 2023

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization

The following table shows the number of shares of Common Stock issued immediately following the consummation of the Business Combination.


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.


	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

Summary of Significant Accounting Policies - Additional Information (Details)

1 Months Ended

12 Months Ended

Sep. 30, 2020

USD ($)

Jan. 01, 2023

USD ($)

segment

$ / shares

Jan. 02, 2022

USD ($)

Dec. 31, 2020

USD ($)

Dec. 05, 2021

$ / shares

Jul. 31, 2021

$ / shares

Class of Warrant or Right [Line Items]

Working capital

$ 306,600,000

Accumulated deficit

$ (384,774,000)

$ (333,152,000)

Number of operating segments | segment

Restricted cash included in prepaid expenses and other current assets

$ 125,000

125,000

$ 75,000

Estimated useful life

5 years

Impairment of equipment

^[1]

$ 4,921,000

Revenue

6,202,000

$ 0

Deferred revenue

3,800,000

7,900,000

Deferred contract cost

800,000

4,600,000

Research And Development Cost Reimbursement

Class of Warrant or Right [Line Items]

Financial assistance

$ 6,500,000

Financial assistance receivable

$ 400,000

$ 300,000

Government Assistance, Current, Statement of Financial Position [Extensible Enumeration]

Prepaid expenses and other current assets

Government Assistance, Expenses Reimbursed, Percentage

49.80%

Government Assistance, Expenses Paid By Company, Percentage

50.20%

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-02

Class of Warrant or Right [Line Items]

Remaining performance obligation, percentage

1.00%

Expected timing of satisfaction, period

12 months

Service

Class of Warrant or Right [Line Items]

Revenue

$ 6,200,000

Minimum

Class of Warrant or Right [Line Items]

Term of service revenue contracts

1 year

Term of product warranties

1 year

Maximum

Class of Warrant or Right [Line Items]

Term of service revenue contracts

3 years

Term of product warranties

3 years

Customer A

Class of Warrant or Right [Line Items]

Revenue

$ 5,000,000

Revenue Benchmark | Customer Concentration Risk | Customer A

Class of Warrant or Right [Line Items]

Concentration risk, percentage

81.00%

Revenue Benchmark | Customer Concentration Risk | Customer C

Class of Warrant or Right [Line Items]

Concentration risk, percentage

14.00%

Accounts Receivable | Customer Concentration Risk | Customer C

Class of Warrant or Right [Line Items]

Concentration risk, percentage

84.00%

Deferred Revenue. | Customer Concentration Risk | Customer A

Class of Warrant or Right [Line Items]

Concentration risk, percentage

0.00%

64.00%

Deferred Revenue. | Customer Concentration Risk | Customer B

Class of Warrant or Right [Line Items]

Concentration risk, percentage

92.00%

29.00%

RSUs | Minimum

Class of Warrant or Right [Line Items]

Vesting period

4 years

RSUs | Maximum

Class of Warrant or Right [Line Items]

Vesting period

5 years

Performance Restricted Stock Units

Class of Warrant or Right [Line Items]

Vesting period

2 years

Stock options outstanding

Class of Warrant or Right [Line Items]

Contractual term

10 years

Stock options outstanding | Minimum

Class of Warrant or Right [Line Items]

Vesting period

4 years

Stock options outstanding | Maximum

Class of Warrant or Right [Line Items]

Vesting period

5 years

Common Stock Warrants

Class of Warrant or Right [Line Items]

Warrants outstanding (in shares) | shares

17,500,000

Contractual term

5 years

Outstanding public warrant redemption price (in dollars per share) | $ / shares

$ 0.01

Warrant redemption condition minimum share price (in dollars per share) | $ / shares

$ 18.00

Private Placement Warrants

Class of Warrant or Right [Line Items]

Warrants outstanding (in shares) | shares

6,000,000

Exercise price of warrants (in dollars per share) | $ / shares

$ 11.50

[1]	As of January 1, 2023, $1.7 million of the $4.9 million impairment of equipment was recorded as accrued expenses on the Consolidated Balance Shee

Leases - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Jan. 01, 2023
Leases [Abstract]
Option to extend, term		5 years
Rent expense	$ 1.4

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	Jan. 01, 2023 USD ($)
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 322,851
Restricted cash included in prepaid expenses and other current assets	125
Total cash, cash equivalents, and restricted cash	322,976
Accrued impairment charges	$ 1,700

Stock-based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 01, 2023 USD ($) $ / shares shares
Number of Options Outstanding
Beginning balance (in shares) \| shares	5,753,005
Granted (in shares) \| shares	56,190
Exercised (in shares) \| shares	(381,497)
Forfeited (in shares) \| shares	(393,416)
Ending balance (in shares) \| shares	5,034,282
Vested and expected to vest (in shares) \| shares	7,959,820
Vested and exercisable (in shares) \| shares	1,616,203
Unvested and exercisable (in shares) \| shares	3,197,163
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 8.88
Granted (in dollars per share)	14.56
Exercised (in dollars per share)	6.24
Forfeited (in dollars per share)	9.79
Ending balance (in dollars per share)	9.07
Vested and expected to vest (in dollars per share)	5.76
Vested and exercisable (in dollars per share)	8.32
Unvested and exercisable (in dollars per share)	$ 8.92
Weighted Average Remaining Contractual Life (Years)
Outstanding balance	8 years 2 months 12 days
Vested and expected to vest	8 years 1 month 6 days
Vested and exercisable	8 years
Unvested and exercisable	8 years 3 months 18 days
Aggregate Intrinsic Value
Exercised \| $	$ 4,258
Outstanding, balance \| $	18,486
Vested and expected to vest \| $	54,695
Vested and exercisable \| $	7,206
Unvested and exercisable \| $	$ 11,249
Share price (in dollars per share)	$ 12.44

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 01, 2023

Accounting Policies [Abstract]

Summary of Estimated Useful Lives of Property and Equipment

Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives of the following assets below.


	Estimated Useful Life (in Years)
Machinery and equipment	2	-	10
Office equipment and software	3	-	5
Furniture and fixtures	3	-	5
Leasehold improvements	Shorter of the economic life or the remaining lease term

Property and equipment consists of the following categories (in thousands).


	January 1, 2023		January 2, 2022
Machinery and equipment	$	55,694	$	6,636
Office equipment and software	1,586		918
Furniture and fixtures	771		639
Leasehold improvements	24,565		1,878
Construction in process	33,268		71,133
Total property and equipment	115,884		81,204
Less: accumulated depreciation	(12,016)		(4,591)
Property and equipment, net	$	103,868	$	76,613


	Fiscal Years
		2022		2021		2020
Depreciation expense		$	7,425	$	995	$	579

Income Tax - Schedule of effective income tax rate (Details)	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory tax rate	21.00%	21.00%	21.00%
State and local income taxes, net of federal benefit	16.20%	3.70%	4.30%
Change in fair value of convertible promissory notes	0.00%	0.00%	(1.30%)
Non-deductible convertible preferred stock warrant expense	30.60%	(9.40%)	(8.10%)
Federal tax credits	(1.70%)	0.30%	0.50%
Share-based compensation	(3.50%)	(0.80%)	(0.30%)
Extinguishment of PPP Loan	0.00%	0.00%	0.90%
Impact of changes in valuation allowance	(62.40%)	(14.60%)	(16.90%)
Other	(0.20%)	(0.20%)	(0.10%)
Effective tax rate	0.00%	0.00%	0.00%

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 115,884	$ 81,204
Less: accumulated depreciation	(12,016)	(4,591)
Property and equipment, net	103,868	76,613
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	55,694	6,636
Office equipment and software
Property, Plant and Equipment [Line Items]
Total property and equipment	1,586	918
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	771	639
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	24,565	1,878
Construction in process
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 33,268	$ 71,133

Inventory (Tables)

12 Months Ended

Jan. 01, 2023

Inventory Disclosure [Abstract]

Components of Inventory

Inventory consists of the following components (in thousands).


	January 1, 2023
Raw materials	$	481
Work-in-process	106
Finished goods	47
Total inventory	$	634

Stock-based Compensation - Additional Information (Details)	1 Months Ended	12 Months Ended
	Jul. 31, 2021 purchase_period shares	Jan. 01, 2023 USD ($) $ / shares shares	Jan. 02, 2022 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock options available for future grants (in shares)		43,870,726
Stock-based compensation capitalized \| $		$ 1,800,000
Unrecognized tax benefit \| $		$ 0	$ 0	$ 0
Weighted average grant date fair value (in dollars per share) \| $ / shares		$ 8.84	$ 4.43	$ 0.59
Vested fair value of stock options \| $		$ 12,400,000	$ 6,600,000	$ 300,000
Equity Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Lesser rate	4.00%
Equity Awards
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock options available for future grants (in shares)		22,972,236
Accrued bonuses to be settled in equity awards \| $		$ 1,500,000
Unrecognized stock-based compensation expenses related to nonvested equity awards \| $		$ 104,100,000
Weighted average period of recognition for unrecognized stock-based compensation related to nonvested equity awards		3 years 9 months 18 days
Equity Awards \| Equity Plan \| Common Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock options available for future grants (in shares)	16,850,000
Employee Stock Purchase Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock options available for future grants (in shares)	5,625,000	8,493,050
Lesser rate	1.00%
Registrants common stock (in shares)	2,000,000
Discount rate	15.00%
Base compensation rate	15.00%
ESPP offering period	18 months
Number of purchase periods during offering period \| purchase_period	3
Term of purchase period	6 months
Period of new offering period	6 months
Fair market rate	85.00%
Unrecognized stock-based compensation expenses related to nonvested equity awards \| $		$ 1,100,000
Weighted average period of recognition for unrecognized stock-based compensation related to nonvested equity awards		1 year 4 months 24 days
Employee Stock Purchase Plan \| Common Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Weighted average grant date fair value (in dollars per share) \| $ / shares		$ 11.22
Number of shares repurchased (in shares)		229,249
Weighted-average purchase price per share (in dollars per share) \| $ / shares		$ 8.29
Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock options available for future grants (in shares)		5,034,282
Contractual term		10 years
Cancellation period		3 months
Repurchase right lapses period		90 days
Shares remained subject to right of repurchase (in shares)		2,925,538	5,086,572
Early exercised liability \| $		$ 200,000	$ 300,000
Stock options \| Minimum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vesting period		4 years
Stock options \| Maximum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vesting period		5 years
RSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vested fair value of stock options \| $		$ 10,300,000	$ 1,800,000
Number of common stock shares upon vesting (in shares)		1
Number of shares withheld (in shares)		48,739
Payroll tax payments for shares withheld upon vesting of RSUs \| $		$ 600,000
RSUs \| Minimum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vesting period		4 years
RSUs \| Maximum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vesting period		5 years
PRSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vesting period		2 years

Common Stock and Convertible Preferred Stock

12 Months Ended

Jan. 01, 2023

Stockholders' Equity Note [Abstract]

Common Stock and Convertible Preferred Stock

Common Stock

As of January 1, 2023 and January 2, 2022, the Company had authorized 1,000,000,000 shares of common stock, par value $0.0001 and issued and outstanding of 157,461,802 and 152,272,287, respectively. 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

As of January 1, 2023 and January 2, 2022, the Company had authorized 10,000,000 shares of convertible preferred stock, par value $0.0001 and there was no share issued and outstanding for both periods.

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”). The following table shows details related to Legacy Enovix's convertible preferred shares, as of December 31, 2020, prior to the Business Combination.


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 1, 2023 and 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 9 “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 initially was $0.3333, Series B initially was $0.7541, Series C was $1.0829, Series D was $1.6411, Series E was $1.00, Series E-2 was $1.00, Series F was $0.2850, and Series P-2 was $0.4317.

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 1, 2023 and January 2, 2022, the Company did not declare any dividends.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Audit Information	12 Months Ended
Audit Information	Jan. 01, 2023
Audit Information [Abstract]
Auditor Name	DELOITTE & TOUCHE LLP
Auditor Location	San Francisco, California
Auditor Firm ID	34

Net Loss per Share - Reconciliation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Numerator:
Net loss attributable to common stockholders - basic	$ (51,622)	$ (125,874)	$ (39,650)
Decrease in fair value of Private Placement Warrants	(75,180)	0	0
Net loss attributable to common stockholders - diluted	$ (126,802)	$ (125,874)	$ (39,650)
Denominator:
Weighted-average shares outstanding used in computing net loss per share of common stock, basic (in shares)	152,918,287	117,218,893	80,367,324
Dilutive effect of Private Placement Warrants (in shares)	1,231,080	0	0
Weighted-average shares outstanding used in computing net loss per share of common stock, diluted (in shares)	154,149,367	117,218,893	80,367,324
Net loss per share of common stock:
Basic (in dollars per share)	$ (0.34)	$ (1.07)	$ (0.49)
Diluted (in dollars per share)	$ (0.82)	$ (1.07)	$ (0.49)

401(k) Savings Plan (Details) - USD ($) $ in Millions	12 Months Ended
401(k) Savings Plan (Details) - USD ($) $ in Millions	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Retirement Benefits [Abstract]
Employer contribution percentage	3.00%
Defined contribution plan, employer contribution amount	$ 1.3	$ 0.5	$ 0.1

Property and Equipment (Tables)

12 Months Ended

Jan. 01, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment and Depreciation Expense

Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives of the following assets below.


	Estimated Useful Life (in Years)
Machinery and equipment	2	-	10
Office equipment and software	3	-	5
Furniture and fixtures	3	-	5
Leasehold improvements	Shorter of the economic life or the remaining lease term

Property and equipment consists of the following categories (in thousands).


	January 1, 2023		January 2, 2022
Machinery and equipment	$	55,694	$	6,636
Office equipment and software	1,586		918
Furniture and fixtures	771		639
Leasehold improvements	24,565		1,878
Construction in process	33,268		71,133
Total property and equipment	115,884		81,204
Less: accumulated depreciation	(12,016)		(4,591)
Property and equipment, net	$	103,868	$	76,613


	Fiscal Years
		2022		2021		2020
Depreciation expense		$	7,425	$	995	$	579

Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Jan. 19, 2022	Jan. 07, 2022	Feb. 22, 2021	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020	Dec. 05, 2021	Jul. 31, 2021
Class of Warrant or Right [Line Items]
Proceeds from exercise of common stock warrants, net				$ 52,828	$ 77,170	$ 0
Preferred stock, shares outstanding (in shares)				0	0
Issuance of common stock upon exercise of stock options (in shares)				381,497
Issuance of common stock upon exercise of stock options				$ 2,379	$ 62	$ 66
Prepaid expenses and other current assets				$ 5,193	$ 8,274
Weighted-average remaining contractual term for outstanding warrants				8 years 2 months 12 days
Legacy Enovix Series D Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 0.01
Warrants outstanding (in shares)			10,160,936
Proceeds from exercise of common stock warrants, net			$ 100
Preferred stock, shares outstanding (in shares)				0	0
Common Stock Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)								17,500,000
Outstanding public warrant redemption price (in dollars per share)				$ 0.01
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				0				11,500,000
Proceeds from exercise of common stock warrants, net	$ 52,800	$ 47,500			$ 77,200
Outstanding public warrant redemption price (in dollars per share)		$ 0.01
Issuance of common stock upon exercise of stock options (in shares)					7,177,885
Issuance of common stock upon exercise of stock options					$ 82,500
Prepaid expenses and other current assets					$ 5,300
Issuance of common stock upon exercise of common stock warrants (in shares)		4,126,466
Warrants unexercised (in shares)		195,640
Other receivables	$ 5,300
Private Placement Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)							$ 11.50	$ 11.50
Warrants outstanding (in shares)				6,000,000				6,000,000
Each whole private placement warrant became exercisable for Number of whole shares (in shares)							1
Weighted-average remaining contractual term for outstanding warrants				3 years 6 months

Fair Value Measurement - Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants (Details)	Jan. 01, 2023	Jan. 02, 2022	Jul. 14, 2021	Feb. 22, 2021
Expected term (in years) \| Private Placement Warrants outstanding
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term	3 years 6 months	4 years 6 months
Expected term (in years) \| Private Placement Warrants Acquired
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term			5 years
Expected term (in years) \| Convertible Preferred Stock Warrants Exercised \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term				2 years 6 months
Expected term (in years) \| Convertible Preferred Stock Warrants Exercised \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Public warrants expiration term				4 years 1 month 6 days
Expected volatility \| Private Placement Warrants outstanding
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input	0.925	0.775
Expected volatility \| Private Placement Warrants Acquired
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input			0.500
Expected volatility \| Convertible Preferred Stock Warrants Exercised
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input				0.750
Risk-free interest rate \| Private Placement Warrants outstanding
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input	0.042	0.012
Risk-free interest rate \| Private Placement Warrants Acquired
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input			0.008
Risk-free interest rate \| Convertible Preferred Stock Warrants Exercised \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input				0.002
Risk-free interest rate \| Convertible Preferred Stock Warrants Exercised \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input				0.004
Expected dividend rate \| Private Placement Warrants outstanding
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input	0.0	0.0
Expected dividend rate \| Private Placement Warrants Acquired
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input			0
Expected dividend rate \| Convertible Preferred Stock Warrants Exercised
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, measurement input				0.0

Warrants

12 Months Ended

Jan. 01, 2023

Other Liabilities Disclosure [Abstract]

Warrants

Legacy Enovix Series D Convertible Preferred Stock Warrants

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 1, 2023 and January 2, 2022, there were no convertible preferred stock warrants outstanding.

Common Stock Warrants

In connection with the Business Combination in July 2021, the Company assumed 17,500,000 Common Stock Warrants outstanding, which consisted of 11,500,000 warrants held by third-party investors (the “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

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 public 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.

The following table shows the Public Warrant activity for the fiscal year 2021.


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, 7,177,885 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 of other receivable was included in prepaid and other current assets on the Consolidated Balance Sheet as of January 2, 2022.

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, the remaining 195,640 shares of the Public Warrants were unexercised, which then 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. In addition, the Public Warrants were delisted and were no longer available for trading in The Nasdaq Global Select Market on January 7, 2022 after close of market.

On January 19, 2022, the Company received net proceeds of $52.8 million from the warrant exercises, which included the $5.3 million of other receivable in Prepaid and other current assets on the Consolidated Balance Sheet as of January 2, 2022. As of January 1, 2023, there were no Public Warrants outstanding.

Private Placement Warrants

The 6,000,000 Private Placement Warrants were originally issued in a private placement to the initial stockholder of 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 1, 2023, the Company had 6,000,000 Private Placement Warrants outstanding. See Note 4 “Fair Value Measurement” for more information.

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 the Company, in each case so long as they are still held by the initial purchasers or their affiliates. The Private Placement Warrants purchased by the 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.

As of January 1, 2023, the remaining contractual term for the outstanding Private Placement Warrants to purchase the Company’s common stock is approximately 3.5 years.

Business Combination - Summary of Number of Shares of Common Stock Issued in Consummation of Merger (Details)	Jul. 14, 2021 shares	Jul. 13, 2021 shares	Jan. 01, 2023 shares	Jan. 02, 2022 shares
Schedule Of Reverse Recapitalization [Line Items]
Common stock shares outstanding	145,245,628	563,316,738	157,461,802	152,272,287
RSVAC common stock shares	28,749,985
Number of shares issued (in shares)	12,500,000
RSVAC common stock shares and PIPE Shares	41,249,985
Legacy Enovix common shares	103,995,643
Reverse capitalization exchange ratio	0.1846
RSVAC
Schedule Of Reverse Recapitalization [Line Items]
Common stock shares outstanding		28,750,000
Less redemption of RSVAC common stock shares		(15)

Income Tax - Schedule of unrecognized tax benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of fiscal year	$ 5,048	$ 4,368	$ 3,974
Increases related to current year tax positions	549	537	394
Increases related to the prior year tax positions	12	143	0
Decreases related to prior year tax positions	(1,181)	0	0
Balance at end of fiscal year	$ 4,428	$ 5,048	$ 4,368

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jan. 01, 2023

Accounting Policies [Abstract]

Basis of presentation

The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”).

Consolidation

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.

Use of Estimates

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 in the consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment, impairment of equipment, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities, and estimates to fair value convertible preferred stock warrants and common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. In the preparation of the 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 continues to evaluate the nature and extent of the potential impacts to its business and its consolidated financial statements.

Segment Reporting

Cash, Cash Equivalents and Restricted Cash

Trade Accounts Receivable and Allowance for Credit Losses

Credit Losses

Credit LossesThe Company is exposed to credit losses primarily through its available-for-sale investments. The Company invests excess cash in marketable securities with high credit ratings that are classified in Level 1 and Level 2 of the fair value hierarchy. The Company’s investment portfolio at any point in time contains investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities and money market funds, and are classified as available-for-sale. The Company assesses whether its available-for sale investments are impaired at each reporting period.

Inventory

InventoryInventory is stated at the lower of cost or net realizable value on a first-in and first-out basis. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. The cost basis of the Company’s inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. As of January 1, 2023, the Company did not have excess or obsolete inventory reserve. The Company did not have any inventory as of January 2, 2022. Additionally, the cost basis of the Company’s inventory does not include any unallocated fixed overhead costs associated with abnormally low utilization of its factories.

Property and Equipment, net

Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives of the following assets below.


	Estimated Useful Life (in Years)
Machinery and equipment	2	-	10
Office equipment and software	3	-	5
Furniture and fixtures	3	-	5
Leasehold improvements	Shorter of the economic life or the remaining lease term

Capitalized Software Costs for Internal Use

Impairment of Long-Lived Assets

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

Leases

Topic 842

Legacy Topic 840

Debt

Convertible Promissory Notes

Convertible Preferred Stock Warrants

Common Stock Warrants

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

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.

Revenue Recognition

in the transaction price and allocating the transaction price to each separate performance obligation. The following five steps are applied to achieve that core principle:

1.Identify the contract with the customer;

2.Identify the performance obligations in the contract;

3.Determine the transaction price;

4.Allocate the transaction price to the performance obligations in the contract; and

5.Recognize revenue when the company satisfies a performance obligation.

Product Revenue

Service Revenue

Deferred Revenue

Costs to Fulfill a Customer Contract

Performance Obligations

Product Warranties

Product WarrantiesThe Company provides product warranties, which cover certain repair or replacement under the revenue contracts and they generally range from one to three years. Estimated costs related to warranties are recorded in the same period when the product sales occur. The warranty liability reflects management’s best estimates of such costs and are recognized as cost of revenue. The Company continuously monitors its product returns for warranty failures and maintains a reserve for the related warranty expenses based on various factors, including historical product failure rates, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. Due to the potential for variability in these underlying factors, the difference between the estimated costs and the actual costs could be material to the Company’s consolidated financial statements. If actual product failure rates or the frequency or severity of reported claims differ from the estimates, the Company may be required to revise its estimated warranty liability.

Sales and Transaction Taxes

Cost of Revenues

Research and Development Costs

Selling, General and Administrative Expenses

Merger Transaction Costs

Merger Transaction CostsDuring the fiscal year 2021, 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

Government Grant

Government GrantIn 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).

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”) or performance restricted stock units (“PRSUs”).

Restricted Stock Units

Performance Restricted Stock Units

compensation expense based on its probability assessment in meeting its PRSUs' performance conditions. Forfeitures are recorded when they occur.

Employee Stock Purchase Plan

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

Recently Adopted Accounting Pronouncements

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jan. 01, 2023	Jan. 02, 2022	Jul. 14, 2021	Jul. 13, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000	1,000,000,000
Common stock, shares issued	157,461,802	152,272,287
Common stock, shares outstanding (in shares)	157,461,802	152,272,287	145,245,628	563,316,738
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Net Loss per Share - Summary Of Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Stock options outstanding
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities (in shares)	5,034,282	5,753,005	1,428,980
Restricted stock units and performance restricted stock units outstanding
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities (in shares)	7,371,158	535,449	0
Private Placement Warrants outstanding
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities (in shares)	0	6,000,000	0
Public Warrants outstanding
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities (in shares)	0	4,322,106	0
Employee stock purchase plan estimated shares
Subsidiary Sale Of Stock [Line Items]
Anti-dilutive securities (in shares)	349,988	47,379	0

Property and Equipment - Summary of Depreciation Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 01, 2023	Jan. 02, 2022	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 7,425	$ 995	$ 579

Summary of Significant Accounting Policies - Useful Lives (Details)	12 Months Ended
	Jan. 01, 2023
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	2 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	10 years
Office equipment and software \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	3 years
Office equipment and software \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	5 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life	5 years

Inventory (Details) - USD ($) $ in Thousands	Jan. 01, 2023	Jan. 02, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 481
Work-in-process	106
Finished goods	47
Total inventory	$ 634	$ 0