XOS Xos Inc

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Xos, Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Xos”) is a leading fleet electrification solutions provider committed to the decarbonization of commercial transportation. Xos designs and manufactures Class 5-8 battery-electric commercial vehicles that travel on last-mile, back-to-base routes of up to 200 miles per day. Xos also offers charging infrastructure products and services through Xos Energy Solutions™ to support electric vehicle fleets. The Company’s proprietary fleet management software, Xosphere™, integrates vehicle operation and vehicle charging to provide commercial fleet operators a more seamless and cost-efficient vehicle ownership experience than traditional internal combustion engine counterparts. Xos developed the X-Platform (its proprietary, purpose-built vehicle chassis platform) and the X-Pack (its proprietary battery system) specifically for the medium- and heavy-duty commercial vehicle segment with a focus on last-mile commercial fleet operations. Xos seeks to offer customers a comprehensive suite of commercial products and services to facilitate electric fleet operations and seamlessly transition their traditional combustion-engine fleets to battery-electric vehicles.

Business Combination

Xos, Inc. was initially incorporated on July 29, 2020 as a Cayman Islands exempted company under the name “NextGen Acquisition Corporation” (“NextGen”). On August 20, 2021, the transactions contemplated by the Agreement and Plan of Merger, as amended on May 14, 2021, by and among NextGen, Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of NextGen (“Merger Sub”), and Xos, Inc., a Delaware corporation (now known as Xos Fleet, Inc., “Legacy Xos”), were consummated (the “Closing”), whereby Merger Sub merged with and into Legacy Xos, the separate corporate existence of Merger Sub ceased and Legacy Xos became the surviving corporation and a wholly owned subsidiary of NextGen (such transaction the “Merger” and, collectively with the Domestication, the “Business Combination”), and Xos became the publicly traded entity listed on Nasdaq.

ElectraMeccanica Acquisition

On January 11, 2024, the Company and ElectraMeccanica Vehicles Corp. (“ElectraMeccanica”) entered into an arrangement agreement, as amended on January 31, 2024 (the “Arrangement Agreement”), pursuant to which the Company acquired all of the issued and outstanding common shares of ElectraMeccanica (each an “ElectraMeccanica Share”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”).

Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement (other than the shares held by ElectraMeccanica shareholders who have exercised rights of dissent in respect of the Arrangement) would be transferred to the Company in exchange for such number of shares of the Company’s Common Stock, as provided for in the Arrangement Agreement.

The Arrangement was consummated on March 26, 2024. Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, on March 26, 2024, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement was converted automatically into the right to receive 0.0143739 of a share of the Company’s Common Stock, for total consideration of 1,766,388 shares of Common Stock. The Company’s liquidity has been supplemented by accessing ElectraMeccanica's cash balance, which was approximately $50.2 million (excluding severance related costs paid at closing) as of the effective date of the Arrangement.

Risks and Uncertainties

In recent years, the United States and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. Global general economic and political conditions, such as recession, inflation, uncertain credit and global financial markets, including potential future bank failures, health crises, supply chain disruption, fuel prices, international currency fluctuations, and geopolitical events such as local and national elections, corruption, political instability and acts of war or military conflict, or terrorism, make it difficult for our customers and us to accurately forecast and plan future business activities, and could cause our customers to slow spending on our products and services or impact their ability to make timely payments. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption. In addition, there is a risk that our current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which would directly affect our ability to attain our operating goals on schedule and on budget.

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The ultimate impact of current economic conditions on the Company is uncertain, but it may have a material negative impact on the Company’s business, operating results, cash flows, liquidity and financial condition.

Additionally, ongoing geopolitical events, such as the military conflicts between Russia and Ukraine and in Israel or tensions with China and related sanctions and export control restrictions, may increase the severity of supply chain disruptions and further hinder our ability to source inventory for our vehicles. These conflicts continue to evolve and the ultimate impact on the Company is uncertain, but any prolonged conflict may have a material negative impact on the Company’s business, operating results, cash flows, liquidity and financial condition.

Although the Company has used the best current information available to it in its estimates, actual results could materially differ from the estimates and assumptions developed by management.

Liquidity

As an early-stage growth company, the Company has incurred net losses and cash outflows since its inception. The Company will continue to incur net losses and cash outflows in accordance with its operating plan as the Company continues to scale its operations to meet anticipated demand and establish its product and services offerings. As a result, the Company’s ability to access capital is critical and until the Company can generate sufficient revenue to cover its operating expenses, working capital and capital expenditures, the Company will need to raise additional capital in order to fund and scale its operations. The Company may raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing, including through asset-based lending and/or receivable financing and collecting on its outstanding receivables. The Company’s ability to raise or access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back or abandon some or all of its development programs and other operations, which could materially harm its business, prospects, financial condition and operating results. Global general economic conditions continue to be unpredictable and challenging in many sectors, with disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the effects of potential recessions, rising inflation rates, including potential bank failures, supply chain disruption, fuel prices, international currency fluctuations, and geopolitical events such as local and national elections, corruption, political instability and acts of war or military conflict including repercussions of the wars between Russia and Ukraine and in Israel, or terrorism.

As of June 30, 2024, the Company’s principal sources of liquidity were its cash and cash equivalents aggregating to $19.7 million. Cash and cash equivalents as of June 30, 2024 reflects the consummation of the Arrangement with ElectraMeccanica on March 26, 2024. The Company’s short- and long-term uses of cash are for working capital and to pay interest and principal on its debt. The Company has incurred losses since inception and had negative cash flow from operating activities of $40.6 million and $30.0 million for the six months ended June 30, 2024 and June 30, 2023, respectively, and $39.3 million for the year ended December 31, 2023.

As an early-stage growth company, the Company's ability to access capital is critical. However, there can be no assurance such capital will be available to the Company when needed, on favorable terms or at all. The consolidated financial information does not include any adjustments that might result from the outcome of this uncertainty. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has secured and intends to employ various strategies to obtain the required funding for future operations, which may include accessing capital through the SEPA (defined below in Note 9 - Equity) and other capital raising strategies such as debt financing, other non-dilutive financing and/or equity financing, including through asset-based lending and/or receivable financing and collecting on its outstanding receivables. However, the ability to access the SEPA is dependent on trading volumes and the market price of Xos’ Common Stock. Furthermore, the Company's access to capital under the SEPA is not available as of the date of this filing and will not be available until a post-effective amendment to the Registration Statement on Form S-1 filed on July 27, 2023 is filed with the SEC and declared effective and other applicable conditions are met.

On August 9, 2022 (as amended on September 28, 2022), the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Aljomaih Automotive Co. (“Aljomaih”) under which the Company agreed to sell and issue to Aljomaih a convertible promissory note with a principal amount of $20.0 million and a maturity date of August 11, 2025.

Based on the Company’s strategies to raise funds as described above and Xos’ cash and cash equivalents as of June 30, 2024, the Company has concluded that it is not probable that such proceeds would provide sufficient liquidity to fund operations for the next twelve months following the date of the issuance of the condensed consolidated interim financial statements in this

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Report. As a result, it is not probable that Xos’ plans alleviate the substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of the condensed consolidated interim financial statements in this Report. Absent the Company being able to collect on its outstanding accounts receivable, obtain a sufficient level of new capital in the near-term and/or obtain replacement financing for or extend the maturity of existing debt, the Company could need to seek protection under Chapters 7 or 11 of the United States Bankruptcy Code. This could potentially cause the Company to cease operations and result in a complete or partial loss of your investment in the Company’s securities.

Supply Chain Disruptions

While the Company’s ability to source certain critical inventory items has been steadily improving since prior years, it is still experiencing long-standing negative effects from global economic conditions, and expects such effects to continue to varying degrees for the foreseeable future. The Company has also observed, and expects to be impacted by, sporadic and unpredictable shortages for specific components, primarily in power electronics and harnesses, and disruptions to the supply of components. Fluctuating fuel prices and geopolitical conflicts have compounded ongoing supply and demand pressures for shipping, resulting in port congestion, higher freight fees and longer transit times.

Despite these disruptions, the Company’s supply chain team continues to employ mitigating strategies to effectively source inventory for all our products. The team has continued working with vendors to find alternative solutions to overcome these constraints and, where appropriate, working to find alternate sources of supply for critical components, including placing orders in advance of projected need, while ensuring such components have extended usage projected. These steps are designed to promote availability of materials in time to meet production plans without inflating inventory beyond projected lead times.

The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements:

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. They do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, all adjustments (primarily consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 29, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenues and expenses during the reporting periods. The areas with significant estimates and judgments include, among others, inventory valuation, incremental borrowing rates for assessing operating and financing lease liabilities, useful lives of property and equipment, stock-based compensation, product warranty liability, and valuation of convertible debt and related embedded derivatives, common stock warrant liability, earn-out shares liability and valuations utilized in connection with acquisitions. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements.

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Accounts Receivable, Net

The Company records unsecured and non-interest bearing accounts receivable at the gross invoice amount, net of any allowance for expected credit losses. The Company maintains its allowance for expected credit losses at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of past losses, current customer conditions, and the anticipated impact of current economic conditions. The Company recorded an allowance for expected credit losses of $60,000 and $62,000 as of June 30, 2024 and December 31, 2023, respectively.

Duty Drawback Receivable

Duty drawbacks are recoveries of tariffs paid for vehicles that were acquired as a result of the consummation of the Arrangement. The Company expects to recover some of the vehicle inventory value through crushing the vehicles to recover tariffs already paid. As of June 30, 2024, the Company estimates aggregate tariff recovery of approximately $2.7 million upon destruction of SOLO (as defined below in Note 4 - Acquisition of ElectraMeccanica) vehicles and submission of the related claim documents. As of June 30, 2024, the Company completed the crushing of the vehicles but has not yet received any tariff recovery related to the destruction of SOLO vehicles.The Company recorded the duty drawback receivable within other non-current assets in the consolidated balance sheets as of June 30, 2024, and in other income within the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024.

Warranty Liability

The Company provides customers with a product warranty that assures that the products meet standard specifications and is free for periods typically between 2 to 5 years. The Company accrues warranty reserve for the products sold, which includes its best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history of sales, and changes to its historical or projected warranty experience may cause material changes to the warranty reserve in the future. Claims incurred under the Company’s standard product warranty programs are recorded based on open claims. The Company recorded warranty liability within other current liabilities in the consolidated balance sheets as of June 30, 2024 and December 31, 2023.

The reconciliation of the change in the Company’s product liability balances during the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
Warranty liability, beginning of period						$	1,199					$	1,155					$	1,306					$	1,099
Reduction in liability (payments)						(400)						(527)						(922)						(743)
Increase in liability						344						673						759						945
Warranty liability, end of period						$	1,143					$	1,301					$	1,143					$	1,301

Concentrations of Credit and Business Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

During the six months ended June 30, 2024, two customers accounted for 25% and 10% of the Company’s revenues. During the six months ended June 30, 2023, two customers accounted for 49% and 34% of the Company’s revenues. During the three months ended June 30, 2024, two customers accounted for 19% and 14% of the Company’s revenues. During the three months ended June 30, 2023, three customers accounted for 68%, 13%, and 12% of the Company’s revenues.

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As of June 30, 2024, one customer accounted for 13% of the Company’s accounts receivable. As of June 30, 2023, three customers accounted for 59%, 10% and 10% of the Company’s accounts receivable. As of December 31, 2023, one customer accounted for 52% of the Company’s accounts receivable.

Concentration of Supply Risk

The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition.

Defined Contribution Plan

We have a 401(k) savings plan that is intended to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) savings plan, participating employees are auto enrolled to 3% of their eligible compensation, subject to certain limitations. We did not make any contributions to the 401(k) savings plan during the three and six months ended June 30, 2024 and 2023.

Recent Accounting Pronouncements Issued and not yet Adopted:

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental segment information disclosure on an annual and interim basis. This amendment includes disclosure of significant segment expenses which are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; other segment items by reportable segment and a description of its composition; reportable segment’s profit or loss and assets; additional measures of segment profit or loss if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and the title and position of the entity’s CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and determining resource allocation. A company with a single reportable segment is required to provide all the disclosures from this amendment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental annual income tax disclosures. This amendment includes disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions that meet a quantitative threshold; income (or loss) from continuing operations before income tax expenses (or benefit) disaggregated between domestic and foreign; and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively (with retrospective application permitted). The Company is evaluating the impact of this amendment to the related financial statement disclosures.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements or notes thereto.

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Disaggregated revenues by major source for the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
Product and service revenue
Stepvans & vehicle incentives(1)						$	13,146					$	4,287					$	24,731					$	8,549
Powertrains & hubs						1,423						223						1,845						228
Other product revenue						642						127						1,270						293
Total product revenue						15,211						4,637						27,846						9,070
Ancillary revenue						324						117						851						381
Total revenues						$	15,535					$	4,754					$	28,697					$	9,451

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(1)Amounts are net of returns and allowances. Stepvans & vehicle incentives includes revenue generated from leasing.

On March 26, 2024, Xos completed the acquisition of all of the issued and outstanding ElectraMeccanica Shares, in exchange for the issuance of 1,766,388 shares of Xos Common Stock. The transfer of common shares resulted in the Xos stockholders and ElectraMeccanica shareholders immediately prior to the transaction owning approximately 79% and 21% of Xos upon completion of the transaction, respectively. The Company accounted for the acquisition of ElectraMeccanica as an asset acquisition in accordance with Accounting Standards Codification Topic 805-50, Acquisition of Assets Rather than a Business, because the acquired set of assets and activities does not include a substantive process. Therefore, the acquired set of assets and activities does not meet the definition of a business. This determination was made with key judgments including the following:

•ElectraMeccanica has discontinued, recalled, and repurchased all previously sold three-wheeled electric vehicles (the “SOLO”), because of a loss of propulsion issue that resulted in the vehicles being under a “do not drive” order from the National Highway Traffic Safety Administration. All in-process research and development (“IPR&D”) projects to commercialize the SOLO or a new four-wheeled electric (the “E4”) have been terminated by ElectraMecannica. The IPR&D related to SOLO and E4 has nominal value and require significant time, cost, and engineering efforts to commercialize.

•The majority of the assembled workforce is performing administrative tasks or working on the destruction of the remaining inventory and closing of leased facilities. The acquired assembled workforce does not contain sufficient engineers with the knowledge and skill set to commercialize ElectraMeccanica’s terminated IPR&D projects.

Accordingly, the purchase consideration provided by Xos to effect the acquisition has been allocated to the acquired assets and assumed liabilities based upon their relative fair values. The following table summarizes the acquisition of ElectraMeccanica on March 26, 2024 (in thousands):

Purchase consideration (1)			$	(35,588)
Assets acquired
Cash and cash equivalents			$	50,240
Restricted cash			1,115
Prepaid expenses and other current assets			1,539
Other non-current assets			1,736
Total identifiable assets acquired			$	54,630
Liabilities assumed

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Accounts payable			$	(804)
Other current liabilities (2)			(1,903)
Other non-current liabilities (2)			(16,335)
Total liabilities assumed			$	(19,042)
Net assets acquired and liabilities assumed			$	35,588

(1) As a result of the asset acquisition accounting, the transaction costs of $3.7 million associated with the acquisition are included in the costs of the assets acquired and allocated amongst qualifying assets using the relative fair value basis. The transaction costs primarily included financial advisor fees, accounting, and legal expenses.

(2) The Company assumed two lease facilities in connection with the ElectraMeccanica acquisition which are reflected in other current liabilities and other non-current liabilities of approximately $1.2 million and $16.0 million, respectively.

Inventory amounted to $41.4 million and $37.8 million, respectively, as of June 30, 2024 and December 31, 2023 and consisted of the following (in thousands):

						June 30, 2024						December 31, 2023
Raw materials						$	33,019					$	30,357
Work in process						5,828						3,033
Finished goods						2,509						4,453
Total inventories						$	41,356					$	37,843

Inventories as of June 30, 2024 and December 31, 2023 were comprised of raw materials, work in process related to the production of vehicles for sale and finished goods inventory including vehicles in transit to fulfill customer orders, new vehicles, new vehicles awaiting final pre-delivery quality review inspection, and Xos Energy Solutions™ products available for sale.

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Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

						June 30, 2024						December 31, 2023
Prepaid inventories						$	2,801					$	1,745
Prepaid expenses and other(1)						3,417						2,796
Contract assets						315						811
Financed insurance premiums						1,394						1,310
Assets held for sale						408						408
Total prepaid expenses and other current assets						$	8,335					$	7,070

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(1) Primarily relates to assets acquired in connection with the ElectraMeccanica acquisition, prepaid licenses and subscriptions, prepaid insurance and other receivables.

Other Non-Current Assets

Other non-current assets as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

						June 30, 2024						December 31, 2023
Security deposits						$	2,661					$	1,599
Duty drawback receivable(1)						2,709						—
Other non-current assets						775						739
Total other non-current assets						$	6,145					$	2,338

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(1) Represents the estimated amount that can be recovered from previously paid tariffs relating to crushed SOLO vehicles that were acquired in connection with the ElectraMeccanica acquisition.

Other Current Liabilities

Other current liabilities as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

						June 30, 2024						December 31, 2023
Accrued expenses and other (1)						$	7,841					$	7,435
Contract liabilities						279						690
Customer deposits						1,099						2,364
Warranty liability						1,143						1,306
Equipment notes payable, current						363						350
Short-term insurance financing notes						1,341						1,003
Operating lease liabilities, current						2,942						1,664
Finance lease liabilities, current						1,945						2,005
Total other current liabilities						$	16,953					$	16,817

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(1) Primarily relates to the liabilities assumed in connection with the ElectraMeccanica acquisition, accrued inventory purchases, personnel costs, wages, health benefits, vacation and other accruals.

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Revenue recognized from the customer deposits balance for the six months ended June 30, 2024 and 2023 was $0.6 million and $0.4 million, respectively. Revenue recognized for the year ended December 31, 2023 from the customer deposits balance as of December 31, 2022 was $0.4 million.

Other Non-Current Liabilities

Other non-current liabilities as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

						June 30, 2024						December 31, 2023
Accrued interest expense and other						$	4,466					$	2,985
Equipment notes payable, non-current						497						593
Operating lease liabilities, non-current						18,345						3,511
Finance lease liabilities, non-current						464						1,472
Total other non-current liabilities						$	23,772					$	8,561

The Company has a contingent obligation to issue 540,000 shares (the “Earn-out Shares”) of Common Stock and grant 8,700 restricted stock units (“Earn-out RSUs”) to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods following the Business Combination on August 20, 2021.

As adjusted for Xos’ 1-for-30 reverse stock split that occurred on December 6, 2023, the Earn-out Shares will be issued in tranches based on the following conditions:

i.If the volume-weighted average closing share price (“VWAP”) of the Common Stock equals or exceeds $420.00 per share for any 10 trading days within any consecutive 20-trading day period between the Merger closing date and the five year anniversary of such closing date (“Earn-out Period”), then the Company is required to issue an aggregate of 180,000 shares (“Tranche 1 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 1 Earn-out Shares when the value per share of the Company is equal to or greater than $420.00 per share, but less than $600.00. If there is a change in control where the value per share of common stock is less than $420.00, then the Earn-out Shares shall terminate prior to the end of the Earn-out Period and no Common Stock shall be issuable.

ii.If the VWAP of the Common Stock equals or exceeds $600.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 180,000 shares (“Tranche 2 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 2 Earn-out Shares when the value per share of the Company is equal to or greater than $600.00 per share, but less than $750.00.

iii.If the VWAP of the Common Stock equals or exceeds $750.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 180,000 shares (“Tranche 3 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 3 Earn-out Shares when the value per share of the Company is equal to or greater than $750.00 per share.

Pursuant to the guidance under ASC 815, Derivatives and Hedging, the right to Earn-out Shares was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period is recognized in the condensed consolidated statement of operations accordingly. The fair value of the Earn-out Shares liability was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies.

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As of June 30, 2024 and December 31, 2023, the fair value of the Earn-out Shares liability was estimated to be $6,000 and $39,000, respectively. The Company recognized a gain on the change in fair value in Earn-out Shares liability of $33,000 and $0.5 million in its condensed consolidated statements of operations and comprehensive loss during the six months ended June 30, 2024 and 2023, respectively. The Company recognized a gain of $36,000 and a gain of $0.6 million during the three months ended June 30, 2024 and 2023, respectively.

The allocated fair value to the Earn-out RSU component, which is covered by ASU 718, Compensation — Stock Compensation, is recognized as stock-based compensation expense over the vesting period commencing on the grant date of the award.

Convertible Debentures

On August 9, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”) for the issuance of convertible debentures (“Convertible Debentures”), convertible into shares of Common Stock subject to certain conditions and limitations, in the principal amount of up to $35 million. On August 11, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued a Convertible Debenture to Yorkville in the principal amount of $20.0 million. On September 21, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued an additional Convertible Debenture to Yorkville in the principal amount of $15.0 million. Such Convertible Debentures were amended on June 22, 2023. The Convertible Debentures provided that Yorkville would use commercially reasonable efforts to convert at least $2.0 million during each 30-day period beginning on September 9, 2022, provided that certain conditions were satisfied as of each such period.

The Convertible Debentures incurred interest at an annual rate of 6%, payable at maturity. Pursuant to the terms of the Securities Purchase Agreement, in July 2023, the Company elected to extend the maturity date of the Convertible Debentures from November 11, 2023 to February 11, 2024. The interest rate increased to an annual rate of (i) 10% upon the occurrence and during the continuance of an event of default, and (ii) 7.5% for so long as any “Registration Event” (as defined in the Convertible Debentures) remained in effect in accordance with the Registration Rights Agreement (described below). The Convertible Debentures provided a conversion right, in which any portion of the principal amount of the debt, together with any accrued but unpaid interest, could be converted into the Common Stock at a conversion price equal to the lower of (i) $74.199 (as adjusted for the reverse stock split described at Note 9 - Equity, below) or (ii) 97% of the lowest daily volume weighted average price (“VWAP”) of the Common Stock during the three consecutive trading days immediately preceding the conversion (but not lower than a certain floor price (“Floor Price”) that was subject to further adjustment in accordance with the terms of the Convertible Debentures). The Floor Price at the time of payoff on December 4, 2023 was $17.70 (as adjusted for the reverse stock split described at Note 9 - Equity, below).

The Convertible Debentures could not be converted into shares of Common Stock to the extent such conversion would result in Yorkville and its affiliates having beneficial ownership of more than 9.99% of the then outstanding shares of Common Stock, provided that this limitation could be waived by the investor upon not less than 65 days’ prior notice to the Company.

The Convertible Debentures provided the Company, subject to certain conditions, with a redemption right pursuant to which the Company, upon 10 business days’ prior notice to Yorkville, could redeem, in whole or in part, any of the outstanding principal and interest thereon at a redemption price equal to (i) the principal amount being redeemed, (ii) all accrued and unpaid interest under the applicable Convertible Debenture, and (iii) a redemption premium of 5% of the principal amount being redeemed.

The Convertible Debentures included a monthly prepayment provision that was triggered if (i) the daily VWAP of the Company’s Common Stock was less than the Floor Price for 5 consecutive trading days or (ii) the Company issued pursuant to the Convertible Debentures in excess of 95% of the Common Stock available under the Exchange Cap, as defined in the Convertible Debentures. If this provision was triggered, the Company was required to make monthly payments, beginning on the 10th calendar day after the triggering date, of up to $4.0 million of principal (subject to a redemption premium of 5%) plus accrued and unpaid interest, subject to certain conditions (“Prepayments”). The monthly Prepayment requirement would cease if (i) the Company provided Yorkville a reset notice reducing the Floor Price, limited to no more than 85% of the closing price on the trading day immediately prior to the notice and not less than $15.00 (as adjusted for the reverse stock split described at Note 9 - Equity, below) or (ii) the daily VWAP is greater than the Floor Price for 3 consecutive trading days. In the event the

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monthly Prepayment provision was triggered by the issuance in excess of 95% of the Common Stock available under the Exchange Cap, the monthly Prepayment requirement would cease on the date the Company obtained stockholder approval to increase the number of shares of Common Stock available under the Exchange Cap and/or the Exchange Cap no longer applied. The monthly Prepayment requirement will cease upon the payment in full of all obligations under the Convertible Debentures.

The Company and Yorkville entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company was required to file a registration statement registering the resale by Yorkville of any shares of the Company’s Common Stock issuable upon conversion of the Convertible Debentures. The Company filed the initial registration statement on September 8, 2022 and received notice of effectiveness on September 19, 2022.

On June 22, 2023, the Company and Yorkville entered into the Side Letter (the “Side Letter”) to the Securities Purchase Agreement, pursuant to which the Company and Yorkville agreed, among other things, to remove the restriction on the Company’s ability to effect an advance under the SEPA (see the section captioned “Standby Equity Purchase Agreement” in Note 9 - Equity, below), provided that for so long as any principal and interest remained outstanding under the Convertible Debentures, the Company may only (i) effect an advance under the SEPA if (x) the daily VWAP of the Common Stock is less than the Floor Price for five consecutive trading days, or (y) the Company has issued pursuant to the Convertible Debentures in excess of 95% of the shares of the Common Stock available under the Exchange Cap and has not been cured in accordance with clause (A), (B), or (C) of Section 2(a) of the Convertible Debentures, and (ii) designate an Option 1 Advance Amount under the SEPA. Pursuant to the Side Letter, the proceeds from any advance would offset an equal amount outstanding under the Convertible Debentures as an optional redemption. During each calendar month, any portion of such proceeds that would result in the cumulative reduction to the outstanding principal under the Convertible Debentures by more than $3.0 million (“Excess Proceeds”) were to be split such that 75% of such Excess Proceeds is paid to the Company pursuant to the terms of the SEPA and 25% of such Excess Proceeds is applied as an optional redemption on the Convertible Debentures. Each monthly Prepayment amount under the Convertible Debentures was to be reduced by any such proceeds applied as an optional redemption in the 30 days prior to the applicable monthly Prepayment date.

The derivative liabilities associated with the Convertible Debentures remained in effect until such time as the underlying convertible notes were exercised or terminated (see Note 10 - Derivative Instruments). As of June 30, 2024 and December 31, 2023, there were no derivative liabilities recorded on the Company’s condensed consolidated balance sheet as the Convertible Debentures were fully repaid prior to December 31, 2023.

The Company received proceeds, net of a 2% original issuance discount, of $34.3 million from Yorkville. Debt issuance costs of $0.3 million were recorded at inception of the Convertible Debentures. Debt discount and issuance costs are amortized through the maturity date of the debenture using the effective interest rate method.

The Convertible Debentures were not included in the computation of either basic or diluted earnings per share (“EPS”) for the three and six months ended June 30, 2023 in Note 16 — Net Loss per Share, because the financial instrument did not represent participating securities. Further, the Convertible Debentures are not included in diluted EPS because the Company reported a net loss from continuing operations for the three and six months ended June 30, 2023; thus, including these financial instruments would have an antidilutive effect on EPS.

As of June 30, 2024 and December 31, 2023, there was no principal balance recorded as the Convertible Debentures were fully repaid prior to December 31, 2023. Amortization of debt discounts and issuance costs, recorded in other expense, net, for the three months ended June 30, 2024 and 2023 totaled $0 and $2.5 million, respectively. Amortization of debt discounts and issuance costs, recorded in other expense, net, for the six months ended June 30, 2024 and 2023 totaled $0 and $4.3 million, respectively.

The Company recorded interest expense of $0 in other expense, net related to the Convertible Debentures during the three and six months ended June 30, 2024. The Company recorded interest expense of $0.3 million and $0.7 million in other expense, net related to the Convertible Debentures during the three and six months ended June 30, 2023, respectively.

Convertible Promissory Note

On August 9, 2022, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Aljomaih Automotive Co. (“Aljomaih”) under which the Company agreed to sell and issue to Aljomaih a convertible promissory note with a principal amount of $20.0 million. On August 11, 2022, pursuant to the Note Purchase Agreement, the Company sold

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and issued $20.0 million in principal amount of a convertible promissory note (the “Original Note”) to Aljomaih. On September 28, 2022, the Company and Aljomaih agreed to amend and restate the Original Note (as amended and restated, the “Note”) to, among other things, adjust the calculation of the shares of the Company’s Common Stock issuable as interest, as described further below.

The Note, which matures on August 11, 2025, bears interest at a rate of 10.0% per annum, payable at maturity in validly issued, fully paid and non-assessable shares of Common Stock (“Interest Shares”), unless earlier converted or paid. If the 10-day VWAP ending on the trading day immediately prior to the applicable payment date is greater than or equal to the Minimum Price (as defined in Nasdaq Rule 5635(d)) or the Company has received the requisite approval from its stockholders, the number of Interest Shares to be issued will be calculated based on the 10-day; otherwise, the number of Interest Shares to be issued will be based on the Nasdaq Minimum Price. The conversion price for the Note will initially be equal to $71.451 per share, as adjusted for the Company’s 1-for-30 reverse stock split that occurred on December 6, 2023, subject to adjustment in some events pursuant to the terms of the Note. The Company will have the right, in its sole discretion and exercisable at its election by sending notice of such exercise to Aljomaih, to irrevocably fix the method of settlement that will apply to all conversions of Notes. Methods of settlement include (i) physical settlement in shares of Common Stock, (ii) cash settlement determined by multiplying the principal being converted by the 10-day VWAP ending on the trading day immediately prior to the conversion date and dividing by the conversion price, or (iii) a combination of Common Stock and cash.

The Note may not be converted into shares of Common Stock and Interest Shares may not be issued to the extent (i) such conversion or issuance would result in the investor having beneficial ownership of more than 19.99% of the then outstanding shares of the Company’s Common Stock or (ii) the aggregate number of shares issued would exceed the Authorized Share Cap (as defined in the Note).

The Note also includes an optional redemption feature that provides the Company, on or after August 11, 2024, or as otherwise agreed to between the Company and Aljomaih in writing, the right to redeem the outstanding principal and accrued and unpaid interest, upon written notice not less than 5 trading days prior to exercise of the option, in full or in part and without penalty.

The Company accounts for the Note in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the Note was analyzed for the identification of material embedded features that meet the criteria for equity treatment and/or bifurcation and must be recorded as a liability. The Company classified the Note as a non-current liability given a maturity date of greater than one year.

The Note will not be included in the computation of either basic or diluted EPS for the three months ended June 30, 2024 in Note 16 — Net Loss per Share. This financial instrument is not included in basic EPS because it does not represent participating securities. Further, the Note is not included in diluted EPS because the Company reported a net loss from continuing operations for the three and six months ended June 30, 2024; thus, including these financial instruments would have an antidilutive effect on EPS.

As of June 30, 2024 and December 31, 2023, the Company had a principal balance of $20.0 million outstanding, net of unamortized debt and issuance costs of $56,000 and $80,000, respectively. Debt issuance costs are amortized through the maturity date of the Note using the effective interest rate method. Amortization of debt issuance costs, recorded in other expense, net, for the three and six months ended June 30, 2024 and 2023, was immaterial. The Company recorded interest expense of $0.5 million and $1.0 million in other expense, net related to the Note during the three and six months ended June 30, respectively, in both 2024 and 2023.

Xos Common and Preferred Stock

The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is 1,010,000,000 shares. 1,000,000,000 shares shall be Common Stock, each having a par value of one-hundredth of one cent ($0.0001). 10,000,000 shares shall be Preferred Stock, each having a par value of one-hundredth of one cent ($0.0001).

Voting Rights: Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any

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certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).

Preferred Stock: The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “Board of Directors”) is hereby expressly authorized to provide for the issue of all or any number of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Delaware General Corporation Law (the “DGCL”). The Board of Directors is also expressly authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Nasdaq Deficiency Letter: On December 28, 2022, the Company received a deficiency letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days prior to the date of the Letter, the closing bid price for the Common Stock, was below $1.00 per share, which is the minimum closing bid price required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with a grace period of 180 calendar days, or until June 26, 2023, to meet the minimum bid price requirement of Rule 5450(a)(1) under the listing rules of Nasdaq (the “Minimum Bid Price Requirement”). On June 20, 2023, the Company applied to transfer the listing of the Common Stock and Public Warrants from The Nasdaq Global Market to The Nasdaq Capital Market.

On June 27, 2023, the Company received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of the Common Stock and Public Warrants from the Nasdaq Global Market to the Nasdaq Capital Market (the “Approval”). The Common Stock and Public Warrants transferred to the Nasdaq Capital Market at the opening of business on June 29, 2023. The Common Stock will continue to trade under the symbol “XOS” and the Public Warrants will continue to trade under the symbol “XOSWW.” The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, but with less stringent listing requirements, although listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements.

In connection with the Approval, the Company was granted an additional 180-calendar day grace period, or until December 26, 2023, to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement and qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of the Common Stock had to be at least $1.00 for at least ten consecutive business days during the additional 180-calendar day grace period. As part of the Company’s transfer application, the Company notified Nasdaq that in order to regain compliance with the Minimum Bid Price Requirement during the additional grace period, it would implement a reverse stock split. As described below, the Company effected the Reverse Stock Split (defined below) on December 6, 2023. As a result, the minimum bid price per share of the Common Stock was at least $1.00 for the ten consecutive business days ending December 20, 2023, causing the Company to regain compliance with the Minimum Bid Price Requirement.

Reverse Stock Split: In response to the Letter, on December 6, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation to effect a 1‑for‑30 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of Common Stock. As a result of the Reverse Stock Split, every 30 shares of Common Stock issued and outstanding were automatically combined and converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would have been entitled to receive fractional shares because they held a number of shares of Common Stock not evenly divisible by the Reverse Stock Split ratio automatically received a cash payment in lieu of such fractional shares based on the closing price of the Common Stock as of the effective time of the Reverse Stock Split. The Reverse Stock Split did not reduce the number of authorized shares of Common Stock of 1,000,000,000, or change the par value per share of the Common Stock. The Reverse Stock Split affected all

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stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the Reverse Stock Split resulted in some of the stockholders receiving cash in lieu of fractional shares).

All outstanding stock options, warrants, restricted stock units, convertible debt and similar securities entitling their holders to receive or purchase shares of Common Stock were proportionately adjusted as a result of the Reverse Stock Split, as required by the terms of each security. After giving effect to the Reverse Stock Split, with respect to the Company's warrants listed on Nasdaq under the symbol “XOSWW,” every 30 warrants outstanding immediately prior to the Reverse Stock Split are exercisable for one share of Common Stock at an exercise price of $345.00 per share, which is 30 times $11.50, the initial exercise price per share.

Standby Equity Purchase Agreement

On March 23, 2022, the Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”), which was subsequently amended on June 22, 2023 (as amended, the "SEPA"), whereby the Company has the right, but not the obligation, to sell to Yorkville up to $125.0 million of shares of its Common Stock at its request any time until February 11, 2026, subject to certain conditions. The Company expects to use any net proceeds for working capital and general corporate purposes.

As consideration for Yorkville’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the purchase agreement, upon execution of the purchase agreement, the Company issued 619 shares of Common Stock (as adjusted for the Reverse Stock Split) to Yorkville.

On June 22, 2023, the Company and Yorkville entered into the First Amendment to Standby Equity Purchase Agreement (the “SEPA Amendment”), in which the Company and Yorkville amended the SEPA to: (1) change the calculation of the purchase price of an Option 1 Advance (as defined in the SEPA) from an average of the daily VWAP of the Common Stock during a three-day pricing period to the lowest VWAP during such three-day pricing period; (2) change the denomination of any requested advances from the Company to Yorkville under the SEPA from dollars to shares; (3) increase Yorkville’s beneficial ownership limitation under the SEPA from 4.99% to 9.99% of the outstanding Common Stock, provided that if any portion of an advance under the SEPA would cause Yorkville to exceed the beneficial ownership limitation due to Yorkville’s ownership of the Company’s securities convertible into Common Stock, then the maximum number of shares of Common Stock that such securities will be convertible into will be reduced by the number of shares of Common Stock included in such advance for such period that Yorkville holds such shares of common stock covered by such advance and the number of shares of Common Stock covered by such advance will not be reduced; (4) extend the commitment period to February 11, 2026 and (5) make other administrative and drafting changes.

Pursuant to the Side Letter, the Company and Yorkville agreed, among other things, to remove the restriction in the Securities Purchase Agreement on the Company’s ability to effect an advance under the SEPA, subject to certain conditions while the Convertible Debentures remain outstanding. The proceeds from any advance under the SEPA would offset an equal amount outstanding under the Convertible Debentures as an optional redemption. During each calendar month, any portion of such proceeds that would result in the cumulative reduction to the outstanding principal under the Convertible Debentures by more than $3.0 million (“Excess Proceeds”) were to be split such that 75% of such Excess Proceeds is paid to the Company pursuant to the terms of the SEPA and 25% of such Excess Proceeds is applied as an optional redemption of the Convertible Debentures. Each monthly Prepayment amount under the Convertible Debentures were to be reduced by any such optional redemptions in the 30 days prior to the applicable Prepayment date. During the six months ended June 30, 2024 and 2023, the Company issued 5,500 and 99,566 shares of Common Stock under the SEPA for proceeds of $46,750 and $924,179, respectively.

As of June 30, 2024 and December 31, 2023, the remaining commitment available under the agreement was $119.4 million and $119.5 million, respectively. However, our ability to fully utilize the remaining commitment amount may be limited by various factors, including, but not limited to, the availability of an effective registration statement permitting the resale of such shares of Common Stock. In particular, the Company’s access to capital under the SEPA is not available as of the date of this Report on Form 10-Q and will not be available until the Company files with the SEC a post-effective amendment to the Registration Statement on Form S-1 filed on July 27, 2023.

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Public and Private Placement Warrants

As of June 30, 2024, the Company had 18,633,301 Public Warrants and 199,997 Private Placement Warrants outstanding, with fair values of $0.4 million and $5,000, respectively.

Each Warrant is exercisable to purchase one-thirtieth of one share of Common Stock (as adjusted for the Reverse Stock Split). The Public Warrants have an exercise price of $345.00 per whole share, subject to adjustments, and will expire on August 20, 2026 or earlier upon redemption or liquidation. The Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants became exercisable; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement). A registration statement was filed with the SEC covering the issuance of the Common Stock issuable upon exercise of the Warrants, and the Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Common Stock until the Public Warrants expire or are redeemed. If the shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Common Stock issuable upon exercise of the Private Placement Warrants were not transferable, assignable or salable until September 19, 2021, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be 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 shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of Warrants for cash when the price per share of Common Stock equals or exceeds $540.00:

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described above with respect to the Private Placement Warrants):

•in whole and not in part;

•at a price of $0.01 per Warrant;

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

•if, and only if, the last reported sale price of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $540.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like).

The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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Redemption of Warrants for Common Stock when the price per share equals or exceeds $300.00:

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both Public Warrants and Private Placement Warrants):

•in whole and not in part;

•at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Common Stock;

•if, and only if, the Reference Value equals or exceeds $300.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and

•if the Reference Value is less than $540.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of Common Stock shall mean the average reported last sale price of Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants.

In no event will the Company be required to net cash settle any Warrant. The Warrants may also expire worthless.

2018 Stock Plan

On November 27, 2018, the Legacy Xos’ board of directors and stockholders adopted the 2018 Stock Plan. There are no shares available for issuance under the 2018 Stock Plan; however, the 2018 Stock Plan continues to govern the terms and conditions of the outstanding awards granted under the 2018 Stock Plan.

As of June 30, 2024, there were 1,837 Options outstanding under the 2018 Stock Plan. The amount and terms of Option grants were determined by the board of directors of Legacy Xos. The Options granted under the 2018 Stock Plan generally expire within 10 years from the date of grant and generally vest over four years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service.

Stock option activity during the six months ended June 30, 2024 consisted of the following:

			Options						Weighted Average Fair Value Per Share						Weighted Average Exercise Price Per Share						Weighted Average Remaining Years						Aggregate Intrinsic Value
December 31, 2023 — Options outstanding			22,512						$	0.40					$	0.51					0.55						$	168,194
Exercised			(20,659)						0.38						0.50												141,076
March 31, 2024 — Options outstanding			1,853						$	0.56					$	0.63					5.79						$	17,806
Exercised			(16)						0.64						0.46												115
June 30, 2024 — Options outstanding			1,837						0.56						0.63						5.54						$	11,532
June 30, 2024 — Options vested and exercisable			1,765						$	0.55					$	0.64					5.51						$	11,071

Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the three months ended June 30, 2024 and 2023 were approximately $115 and $179,000, respectively. The aggregate intrinsic value of options exercised during the six months ended June 30, 2024 and 2023 were approximately $141,000 and $180,000, respectively.

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The Company estimates the grant date fair value of options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company's share price over the expected term, expected risk-free rate and expected dividend yield rate. There were no option grants during the three and six months ended June 30, 2024 and 2023.

2021 Equity Plan

On August 19, 2021 the Company’s stockholders approved the 2021 Equity Plan, which was ratified by the Company’s board of directors on August 20, 2021. The 2021 Equity Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to employees, including employees of any parent or subsidiary, and for the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of Xos’ affiliates.

As of June 30, 2024, there were 371,857 shares of Common Stock available for issuance under the 2021 Equity Plan.

RSU activity during the six months ended June 30, 2024 consisted of the following:

			RSUs						Weighted Average Grant Date Fair Value						Weighted Average Fair Value
December 31, 2023 — RSU outstanding			603,040						$	18.97					$	4,819,138
Granted			95,636						9.15						863,989
Vested			(94,428)						17.76						848,522
Forfeited			(4,845)						21.26						55,365
March 31, 2024 — RSU outstanding			599,403						$	17.43					$	6,146,714
Granted			92,505						7.64						706,702
Vested			(265,157)						13.83						2,120,841
Forfeited			(25,055)						16.52						218,566
June 30, 2024 — RSU outstanding			401,696						$	17.61					$	2,781,676

The Company recognized stock-based compensation expense (including Earn-out RSUs) in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 totaling approximately $1.6 million and $3.6 million, respectively, and June 30, 2023, totaling approximately $2.1 million and $4.1 million, respectively, which consisted of the following (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
Cost of goods sold						$	99					$	137					$	236					$	266
Research and development						353						457						815						958
Sales and marketing						170						258						324						525
General and administrative						1,012						1,202						2,265						2,317
Total						$	1,634					$	2,054					$	3,640					$	4,066

We allocate stock-based compensation expense to cost of goods sold, research and development expense, sales and marketing expense and general and administrative expense, based on the roles of the applicable recipients of such stock-based compensation. The unamortized stock-based compensation expense was $6.6 million as of June 30, 2024, and weighted average remaining amortization period as of June 30, 2024 was 2.13 years.

The aggregate fair value of RSUs that vested was $2.1 million and $3.0 million during the three and six months ended June 30, 2024, respectively.

---

Property and equipment, net consisted of the following at June 30, 2024 and December 31, 2023 (in thousands):

						June 30, 2024						December 31, 2023
Equipment						$	7,749					$	7,629
Finance lease assets						7,784						7,974
Furniture and fixtures						173						173
Company vehicles						2,397						2,102
Leasehold improvements						1,401						1,401
Computers, software and related equipment						3,128						3,091
Construction in progress						292						292
Property and equipment, gross						22,924						22,662
Accumulated depreciation						(9,936)						(8,002)
Property and equipment, net						$	12,988					$	14,660

Legal Contingencies

Legal claims may arise from time to time in the normal course of business, the results of which may have a material effect on the Company’s accompanying unaudited condensed consolidated financial statements. As of June 30, 2024 and December 31, 2023, the Company was not a party to any legal proceedings, that individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Other Contingencies

The Company’s effective tax rate during the three months ended June 30, 2024 and 2023 was (0.04)% and (0.01)%, respectively. The Company’s effective tax rate during the six months ended June 30, 2024 and 2023 was (0.04)% and (0.01)%, respectively. State taxes coupled with losses not benefited resulted in an effective tax rate below the statutory tax rate of 21% for the six months ended June 30, 2024.

The Company acquired ElectraMeccanica on March 26, 2024 through a stock acquisition. The Company considered ElectraMeccanica’s operations for income tax purposes and deemed the net impact to the provision for income taxes for the six months ended June 30, 2024 immaterial.

---

The Company recognizes tax benefits related to positions taken, or expected to be taken, on its tax returns, only if the positions are "more-likely-than-not" sustainable. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its financial statements. The Company does not have any uncertain tax positions that meet this threshold as of June 30, 2024 and December 31, 2023.

The Company is subject to taxation and files income tax returns with the U.S. federal government and various states, as well as Canada and China. The Company’s 2020 California state return is currently under examination by the California Franchise Tax Board, but the Company does not believe there are any uncertain tax benefits that should be reserved. The Company is not currently under examination by any other tax authorities. The Company generally is not subject to examination for tax years prior to 2018.

Basic and diluted net loss per share during the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands, except per share amounts):

						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
Numerator:
Net loss						$	(9,663)					$	(23,578)					$	(20,666)					$	(47,909)
Net loss attributable to common stockholders, basic						(9,663)						(23,578)						(20,666)						(47,909)
Net loss attributable to common stockholders, diluted (1)						(9,663)						(23,578)						(20,666)						(47,909)
Denominator:
Basic (2)
Weighted average common shares outstanding, basic						7,864						5,700						6,986						5,667
Basic net loss per share						$	(1.23)					$	(4.14)					$	(2.96)					$	(8.45)
Diluted (2)
Weighted average common shares outstanding, diluted (1)						7,864						5,700						6,986						5,667
Diluted net loss per share						$	(1.23)					$	(4.14)					$	(2.96)					$	(8.45)

____________

(1) Net loss attributable to common stockholders, diluted during the three and six months ended June 30, 2024, excludes adjustments related to the change in fair value of derivative liabilities, interest expense and amortization of discounts and issuance costs related to the Convertible Debentures. Additionally, weighted average common shares outstanding, diluted as of the three and six months ended June 30, 2023 excludes the if-converted shares related to the Convertible Debentures. These adjustments were excluded from the calculation of diluted net loss per share as they would have an antidilutive effect (see Note 8 - Convertible Notes).

(2) Shares for the three and six months ended June 30, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023.

---

Potential ending shares outstanding that were excluded from the computation of diluted net loss per share because their effect was anti-dilutive as of June 30, 2024 and 2023 consisted of the following (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023 (1)						2024						2023 (1)
Contingent earn-out shares						547						547						547						547
Common stock underlying public and private warrants						628						628						628						628
Restricted stock units						402						722						402						722
Stock options						2						25						2						25
If-converted common stock from convertible debt						280						1,568						280						2,051

(1) Shares for the three and six months ended June 30, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023.

ASC 820, Fair Value Measurements and Disclosures, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability.

U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

•Level 1: Quoted prices in active markets for identical assets and liabilities.

•Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.

•Level 3: Significant inputs to the valuation model are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, warrants, earn-out shares liability, convertible debt and the associated derivative liability. The fair value of cash, cash equivalents and accounts receivable approximates carrying value due to their short-term maturity.

As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Derivative financial instruments which are required to be measured at fair value on a recurring basis are measured at fair value using Level 3 inputs for all periods presented. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities carried at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

---

			June 30, 2024
			Fair Value						Level 1						Level 2						Level 3
Financial Assets
Cash and Cash Equivalents(1):
Money market funds			$	5					$	5					$	—					$	—
Total Financial Assets			$	5					$	5					$	—					$	—
Financial Liabilities:
Private Placement Warrants			$	5					$	—					$	5					$	—
Public Warrants			430						430						—						—
Contingent Earn-out Shares liability			6						—						—						6
Total Financial Liabilities			$	441					$	430					$	5					$	6

			December 31, 2023
			Fair Value						Level 1						Level 2						Level 3
Financial Assets
Cash and Cash Equivalents(1):
Money market funds			$	2,917					$	2,917					$	—					$	—
Total Financial Assets			$	2,917					$	2,917					—						—
Financial Liabilities:
Private Placement Warrants			$	4					$	—					$	4					$	—
Public Warrants			391						391						—						—
Contingent Earn-out Shares liability			39						—						—						39
Total Financial Liabilities			$	434					$	391					$	4					$	39

____________

(1) Included in total cash and cash equivalents on the condensed consolidated balance sheets.

The changes in the fair value of Level 3 financial liabilities during the three months ended June 30, 2024 consisted of the following (in thousands):

			Contingent Earn-Out Shares Liability
Fair value at March 31, 2024			$	42
Recognition of Earn-out RSUs			—
Change in fair value during the period			(36)
Fair value at June 30, 2024			$	6

---

The changes in the fair value of Level 3 financial liabilities during the six months ended June 30, 2024 consisted of the following (in thousands):

			Contingent Earn-Out Shares Liability
Fair value at December 31, 2023			$	39
Recognition of Earn-out RSUs			—
Change in fair value during the period			(33)
Fair value at June 30, 2024			$	6

Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following:

						June 30, 2024						December 31, 2023
Stock price						$6.91						$7.98
Stock price volatility						80%						80%
Expected term						2.14 years						2.64 years
Risk-free interest rate						4.7%						4.1%

Tyburn Sublease

On June 20, 2024, the Company entered into an agreement to sublease a portion of their Los Angeles office space, effective as of July 1, 2024, the date in which the tenant took possession of the office space. In accordance with ASC 842: Leases, the Company is accounting for the sublease as an operating lease and will recognize a monthly income of $35,000 over the lease term, which has an expiration date of January 31, 2027. There are no signs of impairment and the income derived from the sublease will be recognized on a straight-line basis over the term of the sublease.

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v3.24.2.u1

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 09, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39598
Entity Registrant Name	XOS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1550505
Entity Address, Address Line One	3550 Tyburn Street
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90065
City Area Code	818
Local Phone Number	316-1890
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,003,858
Amendment Flag	false
Entity Central Index Key	0001819493
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	XOS
Security Exchange Name	NASDAQ
Common stock underlying public and private warrants
Entity Information [Line Items]
Title of 12(b) Security	Warrants, every thirty warrants exercisable for one share of Common Stock at an exercise price of $345.00 per share
Trading Symbol	XOSWW
Security Exchange Name	NASDAQ

v3.24.2.u1

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 19,656	$ 11,640
Restricted cash	1,030	0
Accounts receivable, net	29,744	15,142
Inventories	41,356	37,843
Prepaid expenses and other current assets	8,335	7,070
Total current assets	100,121	71,695
Property and equipment, net	12,988	14,660
Operating lease right-of-use assets, net	4,177	4,991
Other non-current assets	6,145	2,338
Total assets	123,431	93,684
Liabilities
Accounts payable	3,097	2,756
Other current liabilities	16,953	16,817
Total current liabilities	20,050	19,573
Convertible debt, non-current	19,944	19,920
Earn-out shares liability	6	39
Common stock warrant liability	435	395
Other non-current liabilities	23,772	8,561
Total liabilities	64,207	48,488
Commitments and contingencies (Note 13)
Stockholders’ Equity
Common Stock $0.0001 par value per share, authorized 1,000,000 shares, 7,891 and 5,941 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	1	1
Preferred Stock $0.0001 par value per share, authorized 10,000 shares, 0 shares issued and outstanding at June 30, 2024 and December 31, 2023	0	0
Additional paid-in capital	233,150	198,456
Accumulated deficit	(173,927)	(153,261)
Total stockholders’ equity	59,224	45,196
Total liabilities and stockholders’ equity	$ 123,431	$ 93,684

v3.24.2.u1

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	7,891,000	5,941,000
Common stock outstanding (in shares)	7,891,000	5,941,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0

v3.24.2.u1

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues		$ 15,535	$ 4,754	$ 28,697	$ 9,451
Cost of goods sold		13,505	8,479	23,879	14,053
Gross profit (loss)		2,030	(3,725)	4,818	(4,602)
Operating expenses
General and administrative		9,176	9,816	18,135	21,415
Research and development		2,998	5,181	6,072	10,930
Sales and marketing		1,224	1,761	2,222	3,565
Total operating expenses		13,398	16,758	26,429	35,910
Loss from operations		(11,368)	(20,483)	(21,611)	(40,512)
Other income (expense), net		1,545	(3,963)	961	(8,114)
Change in fair value of derivative instruments		128	307	(40)	210
Change in fair value of earn-out shares liability		36	563	33	511
Loss before provision for income taxes		(9,659)	(23,576)	(20,657)	(47,905)
Provision for income taxes		4	2	9	4
Net loss		(9,663)	(23,578)	(20,666)	(47,909)
Marketable debt securities, available-for-sale
Change in net unrealized gain, net of tax of $0, for the three and six months ended June 30, 2024 and 2023		0	281	0	683
Total comprehensive loss		$ (9,663)	$ (23,297)	$ (20,666)	$ (47,226)
Net loss per share
Net loss per share — basic (in dollar per share)	[1]	$ (1.23)	$ (4.14)	$ (2.96)	$ (8.45)
Net loss per share — diluted (in dollar per share)	[1]	$ (1.23)	$ (4.14)	$ (2.96)	$ (8.45)
Weighted average shares outstanding
Weighted average shares outstanding — basic (in shares)	[1]	7,864	5,700	6,986	5,667
Weighted average shares outstanding — diluted (in shares)	[1]	7,864	5,700	6,986	5,667
[1] Shares for the three and six months ended June 30, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023.

v3.24.2.u1

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Income Statement [Abstract]
Change in net unrealized gain (loss), tax	$ 0	$ 0	$ 0	$ 0

v3.24.2.u1

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands		Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2022	[1]		5,627,000
Beginning balance at Dec. 31, 2022		$ 112,075	$ 1	$ 190,231	$ (77,418)	$ (739)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation expense		1,987		1,987
Issuance of common stock for vesting of restricted stock units (in shares)	[1]		53,000
Shares withheld related to net share settlement of stock-based awards (in shares)	[1]		(19,000)
Shares withheld related to net share settlement of stock-based awards		(382)		(382)
Net and comprehensive income (loss)		(23,929)			(24,331)	402
Ending balance (in shares) at Mar. 31, 2023	[1]		5,661,000
Ending balance at Mar. 31, 2023		89,751	$ 1	191,836	(101,749)	(337)
Beginning balance (in shares) at Dec. 31, 2022	[1]		5,627,000
Beginning balance at Dec. 31, 2022		112,075	$ 1	190,231	(77,418)	(739)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net and comprehensive income (loss)		(47,226)
Ending balance (in shares) at Jun. 30, 2023	[1]		5,826,000
Ending balance at Jun. 30, 2023		69,260	$ 1	194,642	(125,327)	(56)
Beginning balance (in shares) at Mar. 31, 2023	[1]		5,661,000
Beginning balance at Mar. 31, 2023		89,751	$ 1	191,836	(101,749)	(337)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	[1]		15,000
Stock options exercised		7		7
Stock based compensation expense		2,037		2,037
Issuance of common stock for vesting of restricted stock units (in shares)	[1]		62,000
Shares withheld related to net share settlement of stock-based awards (in shares)	[1]		(23,000)
Shares withheld related to net share settlement of stock-based awards		(374)		(374)
Conversion of convertible notes (in shares)	[1]		12,000
Conversion of convertible notes		212		212
Issuance of common stock for commitment shares under Standby Equity Purchase Agreement (in shares)	[1]		99,000
Issuance of common stock for commitment shares under the Standby Equity Purchase Agreement		924		924
Net and comprehensive income (loss)		(23,297)			(23,578)	281
Ending balance (in shares) at Jun. 30, 2023	[1]		5,826,000
Ending balance at Jun. 30, 2023		$ 69,260	$ 1	194,642	(125,327)	(56)
Beginning balance (in shares) at Dec. 31, 2023		5,941,000	5,941,000
Beginning balance at Dec. 31, 2023		$ 45,196	$ 1	198,456	(153,261)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)		20,659	21,000
Stock based compensation expense		$ 1,968		1,968
Issuance of common stock for vesting of restricted stock units (in shares)			30,000
Shares withheld related to net share settlement of stock-based awards (in shares)			(14,000)
Shares withheld related to net share settlement of stock-based awards		(258)		(258)
Issuance of common stock for ElectraMeccanica acquisition (in shares)			1,766,000
Issuance of common stock for ElectraMeccanica acquisition		31,856		31,856
Issuance of common stock for commitment shares under Standby Equity Purchase Agreement (in shares)			6,000
Issuance of common stock for commitment shares under the Standby Equity Purchase Agreement		47		47
Net and comprehensive income (loss)		(11,003)			(11,003)
Ending balance (in shares) at Mar. 31, 2024			7,750,000
Ending balance at Mar. 31, 2024		$ 67,806	$ 1	232,069	(164,264)	0
Beginning balance (in shares) at Dec. 31, 2023		5,941,000	5,941,000
Beginning balance at Dec. 31, 2023		$ 45,196	$ 1	198,456	(153,261)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net and comprehensive income (loss)		$ (20,666)
Ending balance (in shares) at Jun. 30, 2024		7,891,000	7,891,000
Ending balance at Jun. 30, 2024		$ 59,224	$ 1	233,150	(173,927)	0
Beginning balance (in shares) at Mar. 31, 2024			7,750,000
Beginning balance at Mar. 31, 2024		$ 67,806	$ 1	232,069	(164,264)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)		16
Stock options exercised		$ 10		10
Stock based compensation expense		1,634		1,634
Issuance of common stock for vesting of restricted stock units (in shares)			224,000
Shares withheld related to net share settlement of stock-based awards (in shares)			(83,000)
Shares withheld related to net share settlement of stock-based awards		(563)		(563)
Net and comprehensive income (loss)		$ (9,663)			(9,663)	0
Ending balance (in shares) at Jun. 30, 2024		7,891,000	7,891,000
Ending balance at Jun. 30, 2024		$ 59,224	$ 1	$ 233,150	$ (173,927)	$ 0
[1] Shares have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023.

v3.24.2.u1

Condensed Consolidated Statements of Stockholders’ Equity (Parenthetical)	Dec. 06, 2023
Statement of Stockholders' Equity [Abstract]
Reverse stock split ratio	0.0333

v3.24.2.u1

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
OPERATING ACTIVITIES:
Net loss	$ (9,663)	$ (23,578)	$ (20,666)	$ (47,909)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	900	400	1,780	1,389
Amortization of right-of-use assets			814	771
Amortization of debt discounts and issuance costs			24	4,330
Amortization of insurance premiums			1,433	2,390
Inventory reserve			(1,236)	(58)
Impairment of assets held for sale			0	1,543
Change in fair value of derivative instruments	(128)	(307)	40	(210)
Change in fair value of earn-out shares liability	(36)	(563)	(33)	(511)
Net realized losses on marketable debt securities, available-for-sale			0	91
Stock-based compensation expense			3,640	4,066
Other non-cash items			572	(371)
Changes in operating assets and liabilities:
Accounts receivable			(14,628)	2,015
Inventories			(2,353)	2,130
Prepaid expenses and other current assets			(1,655)	930
Other assets			(2,071)	0
Accounts payable			(428)	(616)
Other liabilities			(5,809)	(22)
Net cash used in operating activities			(40,576)	(30,042)	$ (39,300)
INVESTING ACTIVITIES:
Purchase of property and equipment			(156)	(1,354)
Proceeds from the disposal of assets held for sale			0	497
Proceeds from sales and maturities of marketable debt securities, available-for-sale			0	37,465
Net cash acquired in acquisition of ElectraMeccanica Vehicles Corp.			51,355	0
Net cash provided by investing activities			51,199	36,608
FINANCING ACTIVITIES:
Principal payment of equipment leases			(1,150)	(1,205)
Proceeds from short-term insurance financing note			1,785	2,187
Payment for short-term insurance financing note			(1,448)	(2,877)
Payments of convertible notes			0	(14,969)
Payments of prepayment premiums			0	(748)
Stock options exercised			10	7
Taxes paid related to net share settlement of stock-based awards			(821)	(756)
Proceeds from issuance of common stock under Standby Equity Purchase Agreement			47	924
Net cash used in financing activities			(1,577)	(17,437)
Net increase (decrease) in cash, cash equivalents and restricted cash			9,046	(10,871)
Cash, cash equivalents and restricted cash, beginning of period			11,640	38,675	38,675
Cash, cash equivalents and restricted cash, end of period	20,686	27,804	20,686	27,804	11,640
Reconciliation of Cash, Cash Equivalents and Restricted Cash to Unaudited Condensed Consolidated Balance Sheets:
Cash and cash equivalents	19,656	27,804	19,656	27,804	11,640
Restricted cash	1,030	0	1,030	0	0
Total cash, cash equivalents and restricted cash	$ 20,686	$ 27,804	20,686	27,804	$ 11,640
Supplemental disclosure of cash flow information
Cash paid for interest			0	1,261
Cash paid for income taxes			16	0
Supplemental disclosure of non-cash investing and financing activities
Purchase of property and equipment in accounts payable			(35)	44
Conversion of interest payable on convertible notes			0	12
Conversion of notes payable			0	200
Net assets acquired in acquisition of ElectraMeccanica Vehicles Corp.			54,630	0
Xos common stock issued in exchange for ElectraMeccanica Vehicles Corp.			$ (31,856)	$ 0

v3.24.2.u1

Description of Business	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Xos, Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Xos”) is a leading fleet electrification solutions provider committed to the decarbonization of commercial transportation. Xos designs and manufactures Class 5-8 battery-electric commercial vehicles that travel on last-mile, back-to-base routes of up to 200 miles per day. Xos also offers charging infrastructure products and services through Xos Energy Solutions™ to support electric vehicle fleets. The Company’s proprietary fleet management software, Xosphere™, integrates vehicle operation and vehicle charging to provide commercial fleet operators a more seamless and cost-efficient vehicle ownership experience than traditional internal combustion engine counterparts. Xos developed the X-Platform (its proprietary, purpose-built vehicle chassis platform) and the X-Pack (its proprietary battery system) specifically for the medium- and heavy-duty commercial vehicle segment with a focus on last-mile commercial fleet operations. Xos seeks to offer customers a comprehensive suite of commercial products and services to facilitate electric fleet operations and seamlessly transition their traditional combustion-engine fleets to battery-electric vehicles. Business Combination Xos, Inc. was initially incorporated on July 29, 2020 as a Cayman Islands exempted company under the name “NextGen Acquisition Corporation” (“NextGen”). On August 20, 2021, the transactions contemplated by the Agreement and Plan of Merger, as amended on May 14, 2021, by and among NextGen, Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of NextGen (“Merger Sub”), and Xos, Inc., a Delaware corporation (now known as Xos Fleet, Inc., “Legacy Xos”), were consummated (the “Closing”), whereby Merger Sub merged with and into Legacy Xos, the separate corporate existence of Merger Sub ceased and Legacy Xos became the surviving corporation and a wholly owned subsidiary of NextGen (such transaction the “Merger” and, collectively with the Domestication, the “Business Combination”), and Xos became the publicly traded entity listed on Nasdaq. ElectraMeccanica Acquisition On January 11, 2024, the Company and ElectraMeccanica Vehicles Corp. (“ElectraMeccanica”) entered into an arrangement agreement, as amended on January 31, 2024 (the “Arrangement Agreement”), pursuant to which the Company acquired all of the issued and outstanding common shares of ElectraMeccanica (each an “ElectraMeccanica Share”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”). Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement (other than the shares held by ElectraMeccanica shareholders who have exercised rights of dissent in respect of the Arrangement) would be transferred to the Company in exchange for such number of shares of the Company’s Common Stock, as provided for in the Arrangement Agreement. The Arrangement was consummated on March 26, 2024. Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, on March 26, 2024, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement was converted automatically into the right to receive 0.0143739 of a share of the Company’s Common Stock, for total consideration of 1,766,388 shares of Common Stock. The Company’s liquidity has been supplemented by accessing ElectraMeccanica's cash balance, which was approximately $50.2 million (excluding severance related costs paid at closing) as of the effective date of the Arrangement. Risks and Uncertainties In recent years, the United States and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. Global general economic and political conditions, such as recession, inflation, uncertain credit and global financial markets, including potential future bank failures, health crises, supply chain disruption, fuel prices, international currency fluctuations, and geopolitical events such as local and national elections, corruption, political instability and acts of war or military conflict, or terrorism, make it difficult for our customers and us to accurately forecast and plan future business activities, and could cause our customers to slow spending on our products and services or impact their ability to make timely payments. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption. In addition, there is a risk that our current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which would directly affect our ability to attain our operating goals on schedule and on budget. The ultimate impact of current economic conditions on the Company is uncertain, but it may have a material negative impact on the Company’s business, operating results, cash flows, liquidity and financial condition. Additionally, ongoing geopolitical events, such as the military conflicts between Russia and Ukraine and in Israel or tensions with China and related sanctions and export control restrictions, may increase the severity of supply chain disruptions and further hinder our ability to source inventory for our vehicles. These conflicts continue to evolve and the ultimate impact on the Company is uncertain, but any prolonged conflict may have a material negative impact on the Company’s business, operating results, cash flows, liquidity and financial condition. Although the Company has used the best current information available to it in its estimates, actual results could materially differ from the estimates and assumptions developed by management. Liquidity As an early-stage growth company, the Company has incurred net losses and cash outflows since its inception. The Company will continue to incur net losses and cash outflows in accordance with its operating plan as the Company continues to scale its operations to meet anticipated demand and establish its product and services offerings. As a result, the Company’s ability to access capital is critical and until the Company can generate sufficient revenue to cover its operating expenses, working capital and capital expenditures, the Company will need to raise additional capital in order to fund and scale its operations. The Company may raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing, including through asset-based lending and/or receivable financing and collecting on its outstanding receivables. The Company’s ability to raise or access capital when needed is not assured and, if capital is not available to the Company when, and in the amounts needed, the Company could be required to delay, scale back or abandon some or all of its development programs and other operations, which could materially harm its business, prospects, financial condition and operating results. Global general economic conditions continue to be unpredictable and challenging in many sectors, with disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the effects of potential recessions, rising inflation rates, including potential bank failures, supply chain disruption, fuel prices, international currency fluctuations, and geopolitical events such as local and national elections, corruption, political instability and acts of war or military conflict including repercussions of the wars between Russia and Ukraine and in Israel, or terrorism. As of June 30, 2024, the Company’s principal sources of liquidity were its cash and cash equivalents aggregating to $19.7 million. Cash and cash equivalents as of June 30, 2024 reflects the consummation of the Arrangement with ElectraMeccanica on March 26, 2024. The Company’s short- and long-term uses of cash are for working capital and to pay interest and principal on its debt. The Company has incurred losses since inception and had negative cash flow from operating activities of $40.6 million and $30.0 million for the six months ended June 30, 2024 and June 30, 2023, respectively, and $39.3 million for the year ended December 31, 2023. As an early-stage growth company, the Company's ability to access capital is critical. However, there can be no assurance such capital will be available to the Company when needed, on favorable terms or at all. The consolidated financial information does not include any adjustments that might result from the outcome of this uncertainty. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. The Company has secured and intends to employ various strategies to obtain the required funding for future operations, which may include accessing capital through the SEPA (defined below in Note 9 - Equity) and other capital raising strategies such as debt financing, other non-dilutive financing and/or equity financing, including through asset-based lending and/or receivable financing and collecting on its outstanding receivables. However, the ability to access the SEPA is dependent on trading volumes and the market price of Xos’ Common Stock. Furthermore, the Company's access to capital under the SEPA is not available as of the date of this filing and will not be available until a post-effective amendment to the Registration Statement on Form S-1 filed on July 27, 2023 is filed with the SEC and declared effective and other applicable conditions are met. On August 9, 2022 (as amended on September 28, 2022), the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Aljomaih Automotive Co. (“Aljomaih”) under which the Company agreed to sell and issue to Aljomaih a convertible promissory note with a principal amount of $20.0 million and a maturity date of August 11, 2025. Based on the Company’s strategies to raise funds as described above and Xos’ cash and cash equivalents as of June 30, 2024, the Company has concluded that it is not probable that such proceeds would provide sufficient liquidity to fund operations for the next twelve months following the date of the issuance of the condensed consolidated interim financial statements in this Report. As a result, it is not probable that Xos’ plans alleviate the substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance of the condensed consolidated interim financial statements in this Report. Absent the Company being able to collect on its outstanding accounts receivable, obtain a sufficient level of new capital in the near-term and/or obtain replacement financing for or extend the maturity of existing debt, the Company could need to seek protection under Chapters 7 or 11 of the United States Bankruptcy Code. This could potentially cause the Company to cease operations and result in a complete or partial loss of your investment in the Company’s securities. Supply Chain Disruptions While the Company’s ability to source certain critical inventory items has been steadily improving since prior years, it is still experiencing long-standing negative effects from global economic conditions, and expects such effects to continue to varying degrees for the foreseeable future. The Company has also observed, and expects to be impacted by, sporadic and unpredictable shortages for specific components, primarily in power electronics and harnesses, and disruptions to the supply of components. Fluctuating fuel prices and geopolitical conflicts have compounded ongoing supply and demand pressures for shipping, resulting in port congestion, higher freight fees and longer transit times. Despite these disruptions, the Company’s supply chain team continues to employ mitigating strategies to effectively source inventory for all our products. The team has continued working with vendors to find alternative solutions to overcome these constraints and, where appropriate, working to find alternate sources of supply for critical components, including placing orders in advance of projected need, while ensuring such components have extended usage projected. These steps are designed to promote availability of materials in time to meet production plans without inflating inventory beyond projected lead times.

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Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements	Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements: Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. They do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (primarily consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 29, 2024. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenues and expenses during the reporting periods. The areas with significant estimates and judgments include, among others, inventory valuation, incremental borrowing rates for assessing operating and financing lease liabilities, useful lives of property and equipment, stock-based compensation, product warranty liability, and valuation of convertible debt and related embedded derivatives, common stock warrant liability, earn-out shares liability and valuations utilized in connection with acquisitions. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements. Accounts Receivable, Net The Company records unsecured and non-interest bearing accounts receivable at the gross invoice amount, net of any allowance for expected credit losses. The Company maintains its allowance for expected credit losses at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of past losses, current customer conditions, and the anticipated impact of current economic conditions. The Company recorded an allowance for expected credit losses of $60,000 and $62,000 as of June 30, 2024 and December 31, 2023, respectively. Duty Drawback Receivable Duty drawbacks are recoveries of tariffs paid for vehicles that were acquired as a result of the consummation of the Arrangement. The Company expects to recover some of the vehicle inventory value through crushing the vehicles to recover tariffs already paid. As of June 30, 2024, the Company estimates aggregate tariff recovery of approximately $2.7 million upon destruction of SOLO (as defined below in Note 4 - Acquisition of ElectraMeccanica) vehicles and submission of the related claim documents. As of June 30, 2024, the Company completed the crushing of the vehicles but has not yet received any tariff recovery related to the destruction of SOLO vehicles.The Company recorded the duty drawback receivable within other non-current assets in the consolidated balance sheets as of June 30, 2024, and in other income within the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024. Warranty Liability The Company provides customers with a product warranty that assures that the products meet standard specifications and is free for periods typically between 2 to 5 years. The Company accrues warranty reserve for the products sold, which includes its best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history of sales, and changes to its historical or projected warranty experience may cause material changes to the warranty reserve in the future. Claims incurred under the Company’s standard product warranty programs are recorded based on open claims. The Company recorded warranty liability within other current liabilities in the consolidated balance sheets as of June 30, 2024 and December 31, 2023. The reconciliation of the change in the Company’s product liability balances during the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Warranty liability, beginning of period $ 1,199  $ 1,155  $ 1,306  $ 1,099  Reduction in liability (payments) (400) (527) (922) (743) Increase in liability 344  673  759  945  Warranty liability, end of period $ 1,143  $ 1,301  $ 1,143  $ 1,301  Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. During the six months ended June 30, 2024, two customers accounted for 25% and 10% of the Company’s revenues. During the six months ended June 30, 2023, two customers accounted for 49% and 34% of the Company’s revenues. During the three months ended June 30, 2024, two customers accounted for 19% and 14% of the Company’s revenues. During the three months ended June 30, 2023, three customers accounted for 68%, 13%, and 12% of the Company’s revenues. As of June 30, 2024, one customer accounted for 13% of the Company’s accounts receivable. As of June 30, 2023, three customers accounted for 59%, 10% and 10% of the Company’s accounts receivable. As of December 31, 2023, one customer accounted for 52% of the Company’s accounts receivable. Concentration of Supply Risk The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition. Defined Contribution Plan We have a 401(k) savings plan that is intended to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) savings plan, participating employees are auto enrolled to 3% of their eligible compensation, subject to certain limitations. We did not make any contributions to the 401(k) savings plan during the three and six months ended June 30, 2024 and 2023. Recent Accounting Pronouncements Issued and not yet Adopted: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental segment information disclosure on an annual and interim basis. This amendment includes disclosure of significant segment expenses which are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; other segment items by reportable segment and a description of its composition; reportable segment’s profit or loss and assets; additional measures of segment profit or loss if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and the title and position of the entity’s CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and determining resource allocation. A company with a single reportable segment is required to provide all the disclosures from this amendment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental annual income tax disclosures. This amendment includes disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions that meet a quantitative threshold; income (or loss) from continuing operations before income tax expenses (or benefit) disaggregated between domestic and foreign; and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively (with retrospective application permitted). The Company is evaluating the impact of this amendment to the related financial statement disclosures. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements or notes thereto.

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Revenue Recognition	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue Recognition Disaggregated revenues by major source for the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Product and service revenue Stepvans & vehicle incentives(1) $ 13,146  $ 4,287  $ 24,731  $ 8,549  Powertrains & hubs 1,423  223  1,845  228  Other product revenue 642  127  1,270  293  Total product revenue 15,211  4,637  27,846  9,070  Ancillary revenue 324  117  851  381  Total revenues $ 15,535  $ 4,754  $ 28,697  $ 9,451  ___________ (1)Amounts are net of returns and allowances. Stepvans & vehicle incentives includes revenue generated from leasing.

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Acquisition of ElectraMeccanica	6 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Acquisition of ElectraMeccanica	Acquisition of ElectraMeccanica On March 26, 2024, Xos completed the acquisition of all of the issued and outstanding ElectraMeccanica Shares, in exchange for the issuance of 1,766,388 shares of Xos Common Stock. The transfer of common shares resulted in the Xos stockholders and ElectraMeccanica shareholders immediately prior to the transaction owning approximately 79% and 21% of Xos upon completion of the transaction, respectively. The Company accounted for the acquisition of ElectraMeccanica as an asset acquisition in accordance with Accounting Standards Codification Topic 805-50, Acquisition of Assets Rather than a Business, because the acquired set of assets and activities does not include a substantive process. Therefore, the acquired set of assets and activities does not meet the definition of a business. This determination was made with key judgments including the following: •ElectraMeccanica has discontinued, recalled, and repurchased all previously sold three-wheeled electric vehicles (the “SOLO”), because of a loss of propulsion issue that resulted in the vehicles being under a “do not drive” order from the National Highway Traffic Safety Administration. All in-process research and development (“IPR&D”) projects to commercialize the SOLO or a new four-wheeled electric (the “E4”) have been terminated by ElectraMecannica. The IPR&D related to SOLO and E4 has nominal value and require significant time, cost, and engineering efforts to commercialize. •The majority of the assembled workforce is performing administrative tasks or working on the destruction of the remaining inventory and closing of leased facilities. The acquired assembled workforce does not contain sufficient engineers with the knowledge and skill set to commercialize ElectraMeccanica’s terminated IPR&D projects. Accordingly, the purchase consideration provided by Xos to effect the acquisition has been allocated to the acquired assets and assumed liabilities based upon their relative fair values. The following table summarizes the acquisition of ElectraMeccanica on March 26, 2024 (in thousands): Purchase consideration (1) $ (35,588) Assets acquired Cash and cash equivalents $ 50,240  Restricted cash 1,115  Prepaid expenses and other current assets 1,539  Other non-current assets 1,736  Total identifiable assets acquired $ 54,630  Liabilities assumed Accounts payable $ (804) Other current liabilities (2) (1,903) Other non-current liabilities (2) (16,335) Total liabilities assumed $ (19,042) Net assets acquired and liabilities assumed $ 35,588  (1) As a result of the asset acquisition accounting, the transaction costs of $3.7 million associated with the acquisition are included in the costs of the assets acquired and allocated amongst qualifying assets using the relative fair value basis. The transaction costs primarily included financial advisor fees, accounting, and legal expenses. (2) The Company assumed two lease facilities in connection with the ElectraMeccanica acquisition which are reflected in other current liabilities and other non-current liabilities of approximately $1.2 million and $16.0 million, respectively. The Company recognized $0.0 million and $2.0 million of severance related expenses in general and administrative expense in its condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2024.

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Inventories	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
Inventories	Inventories Inventory amounted to $41.4 million and $37.8 million, respectively, as of June 30, 2024 and December 31, 2023 and consisted of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials $ 33,019  $ 30,357  Work in process 5,828  3,033  Finished goods 2,509  4,453  Total inventories $ 41,356  $ 37,843  Inventories as of June 30, 2024 and December 31, 2023 were comprised of raw materials, work in process related to the production of vehicles for sale and finished goods inventory including vehicles in transit to fulfill customer orders, new vehicles, new vehicles awaiting final pre-delivery quality review inspection, and Xos Energy Solutions™ products available for sale.

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Selected Balance Sheet Data	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Selected Balance Sheet Data	Selected Balance Sheet Data Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Prepaid inventories $ 2,801  $ 1,745  Prepaid expenses and other(1) 3,417  2,796  Contract assets 315  811  Financed insurance premiums 1,394  1,310  Assets held for sale 408  408  Total prepaid expenses and other current assets $ 8,335  $ 7,070  ____________ (1) Primarily relates to assets acquired in connection with the ElectraMeccanica acquisition, prepaid licenses and subscriptions, prepaid insurance and other receivables. Other Non-Current Assets Other non-current assets as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Security deposits $ 2,661  $ 1,599  Duty drawback receivable(1) 2,709  —  Other non-current assets 775  739  Total other non-current assets $ 6,145  $ 2,338  ___________ (1) Represents the estimated amount that can be recovered from previously paid tariffs relating to crushed SOLO vehicles that were acquired in connection with the ElectraMeccanica acquisition. Other Current Liabilities Other current liabilities as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accrued expenses and other (1) $ 7,841  $ 7,435  Contract liabilities 279  690  Customer deposits 1,099  2,364  Warranty liability 1,143  1,306  Equipment notes payable, current 363  350  Short-term insurance financing notes 1,341  1,003  Operating lease liabilities, current 2,942  1,664  Finance lease liabilities, current 1,945  2,005  Total other current liabilities $ 16,953  $ 16,817  ____________ (1) Primarily relates to the liabilities assumed in connection with the ElectraMeccanica acquisition, accrued inventory purchases, personnel costs, wages, health benefits, vacation and other accruals. Revenue recognized from the customer deposits balance for the six months ended June 30, 2024 and 2023 was $0.6 million and $0.4 million, respectively. Revenue recognized for the year ended December 31, 2023 from the customer deposits balance as of December 31, 2022 was $0.4 million. Other Non-Current Liabilities Other non-current liabilities as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accrued interest expense and other $ 4,466  $ 2,985  Equipment notes payable, non-current 497  593  Operating lease liabilities, non-current 18,345  3,511  Finance lease liabilities, non-current 464  1,472  Total other non-current liabilities $ 23,772  $ 8,561

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Earn-out Shares Liability	6 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Earn-out Shares Liability	Earn-out Shares Liability The Company has a contingent obligation to issue 540,000 shares (the “Earn-out Shares”) of Common Stock and grant 8,700 restricted stock units (“Earn-out RSUs”) to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods following the Business Combination on August 20, 2021. As adjusted for Xos’ 1-for-30 reverse stock split that occurred on December 6, 2023, the Earn-out Shares will be issued in tranches based on the following conditions: i.If the volume-weighted average closing share price (“VWAP”) of the Common Stock equals or exceeds $420.00 per share for any 10 trading days within any consecutive 20-trading day period between the Merger closing date and the five year anniversary of such closing date (“Earn-out Period”), then the Company is required to issue an aggregate of 180,000 shares (“Tranche 1 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 1 Earn-out Shares when the value per share of the Company is equal to or greater than $420.00 per share, but less than $600.00. If there is a change in control where the value per share of common stock is less than $420.00, then the Earn-out Shares shall terminate prior to the end of the Earn-out Period and no Common Stock shall be issuable. ii.If the VWAP of the Common Stock equals or exceeds $600.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 180,000 shares (“Tranche 2 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 2 Earn-out Shares when the value per share of the Company is equal to or greater than $600.00 per share, but less than $750.00. iii.If the VWAP of the Common Stock equals or exceeds $750.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 180,000 shares (“Tranche 3 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 3 Earn-out Shares when the value per share of the Company is equal to or greater than $750.00 per share. Pursuant to the guidance under ASC 815, Derivatives and Hedging, the right to Earn-out Shares was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period is recognized in the condensed consolidated statement of operations accordingly. The fair value of the Earn-out Shares liability was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. As of June 30, 2024 and December 31, 2023, the fair value of the Earn-out Shares liability was estimated to be $6,000 and $39,000, respectively. The Company recognized a gain on the change in fair value in Earn-out Shares liability of $33,000 and $0.5 million in its condensed consolidated statements of operations and comprehensive loss during the six months ended June 30, 2024 and 2023, respectively. The Company recognized a gain of $36,000 and a gain of $0.6 million during the three months ended June 30, 2024 and 2023, respectively. The allocated fair value to the Earn-out RSU component, which is covered by ASU 718, Compensation — Stock Compensation, is recognized as stock-based compensation expense over the vesting period commencing on the grant date of the award.

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Convertible Notes	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Convertible Notes	Convertible Notes Convertible Debentures On August 9, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”) for the issuance of convertible debentures (“Convertible Debentures”), convertible into shares of Common Stock subject to certain conditions and limitations, in the principal amount of up to $35 million. On August 11, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued a Convertible Debenture to Yorkville in the principal amount of $20.0 million. On September 21, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued an additional Convertible Debenture to Yorkville in the principal amount of $15.0 million. Such Convertible Debentures were amended on June 22, 2023. The Convertible Debentures provided that Yorkville would use commercially reasonable efforts to convert at least $2.0 million during each 30-day period beginning on September 9, 2022, provided that certain conditions were satisfied as of each such period. The Convertible Debentures incurred interest at an annual rate of 6%, payable at maturity. Pursuant to the terms of the Securities Purchase Agreement, in July 2023, the Company elected to extend the maturity date of the Convertible Debentures from November 11, 2023 to February 11, 2024. The interest rate increased to an annual rate of (i) 10% upon the occurrence and during the continuance of an event of default, and (ii) 7.5% for so long as any “Registration Event” (as defined in the Convertible Debentures) remained in effect in accordance with the Registration Rights Agreement (described below). The Convertible Debentures provided a conversion right, in which any portion of the principal amount of the debt, together with any accrued but unpaid interest, could be converted into the Common Stock at a conversion price equal to the lower of (i) $74.199 (as adjusted for the reverse stock split described at Note 9 - Equity, below) or (ii) 97% of the lowest daily volume weighted average price (“VWAP”) of the Common Stock during the three consecutive trading days immediately preceding the conversion (but not lower than a certain floor price (“Floor Price”) that was subject to further adjustment in accordance with the terms of the Convertible Debentures). The Floor Price at the time of payoff on December 4, 2023 was $17.70 (as adjusted for the reverse stock split described at Note 9 - Equity, below). The Convertible Debentures could not be converted into shares of Common Stock to the extent such conversion would result in Yorkville and its affiliates having beneficial ownership of more than 9.99% of the then outstanding shares of Common Stock, provided that this limitation could be waived by the investor upon not less than 65 days’ prior notice to the Company. The Convertible Debentures provided the Company, subject to certain conditions, with a redemption right pursuant to which the Company, upon 10 business days’ prior notice to Yorkville, could redeem, in whole or in part, any of the outstanding principal and interest thereon at a redemption price equal to (i) the principal amount being redeemed, (ii) all accrued and unpaid interest under the applicable Convertible Debenture, and (iii) a redemption premium of 5% of the principal amount being redeemed. The Convertible Debentures included a monthly prepayment provision that was triggered if (i) the daily VWAP of the Company’s Common Stock was less than the Floor Price for 5 consecutive trading days or (ii) the Company issued pursuant to the Convertible Debentures in excess of 95% of the Common Stock available under the Exchange Cap, as defined in the Convertible Debentures. If this provision was triggered, the Company was required to make monthly payments, beginning on the 10th calendar day after the triggering date, of up to $4.0 million of principal (subject to a redemption premium of 5%) plus accrued and unpaid interest, subject to certain conditions (“Prepayments”). The monthly Prepayment requirement would cease if (i) the Company provided Yorkville a reset notice reducing the Floor Price, limited to no more than 85% of the closing price on the trading day immediately prior to the notice and not less than $15.00 (as adjusted for the reverse stock split described at Note 9 - Equity, below) or (ii) the daily VWAP is greater than the Floor Price for 3 consecutive trading days. In the event the monthly Prepayment provision was triggered by the issuance in excess of 95% of the Common Stock available under the Exchange Cap, the monthly Prepayment requirement would cease on the date the Company obtained stockholder approval to increase the number of shares of Common Stock available under the Exchange Cap and/or the Exchange Cap no longer applied. The monthly Prepayment requirement will cease upon the payment in full of all obligations under the Convertible Debentures. The Company and Yorkville entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company was required to file a registration statement registering the resale by Yorkville of any shares of the Company’s Common Stock issuable upon conversion of the Convertible Debentures. The Company filed the initial registration statement on September 8, 2022 and received notice of effectiveness on September 19, 2022. On June 22, 2023, the Company and Yorkville entered into the Side Letter (the “Side Letter”) to the Securities Purchase Agreement, pursuant to which the Company and Yorkville agreed, among other things, to remove the restriction on the Company’s ability to effect an advance under the SEPA (see the section captioned “Standby Equity Purchase Agreement” in Note 9 - Equity, below), provided that for so long as any principal and interest remained outstanding under the Convertible Debentures, the Company may only (i) effect an advance under the SEPA if (x) the daily VWAP of the Common Stock is less than the Floor Price for five consecutive trading days, or (y) the Company has issued pursuant to the Convertible Debentures in excess of 95% of the shares of the Common Stock available under the Exchange Cap and has not been cured in accordance with clause (A), (B), or (C) of Section 2(a) of the Convertible Debentures, and (ii) designate an Option 1 Advance Amount under the SEPA. Pursuant to the Side Letter, the proceeds from any advance would offset an equal amount outstanding under the Convertible Debentures as an optional redemption. During each calendar month, any portion of such proceeds that would result in the cumulative reduction to the outstanding principal under the Convertible Debentures by more than $3.0 million (“Excess Proceeds”) were to be split such that 75% of such Excess Proceeds is paid to the Company pursuant to the terms of the SEPA and 25% of such Excess Proceeds is applied as an optional redemption on the Convertible Debentures. Each monthly Prepayment amount under the Convertible Debentures was to be reduced by any such proceeds applied as an optional redemption in the 30 days prior to the applicable monthly Prepayment date. The derivative liabilities associated with the Convertible Debentures remained in effect until such time as the underlying convertible notes were exercised or terminated (see Note 10 - Derivative Instruments). As of June 30, 2024 and December 31, 2023, there were no derivative liabilities recorded on the Company’s condensed consolidated balance sheet as the Convertible Debentures were fully repaid prior to December 31, 2023. The Company received proceeds, net of a 2% original issuance discount, of $34.3 million from Yorkville. Debt issuance costs of $0.3 million were recorded at inception of the Convertible Debentures. Debt discount and issuance costs are amortized through the maturity date of the debenture using the effective interest rate method. The Convertible Debentures were not included in the computation of either basic or diluted earnings per share (“EPS”) for the three and six months ended June 30, 2023 in Note 16 — Net Loss per Share, because the financial instrument did not represent participating securities. Further, the Convertible Debentures are not included in diluted EPS because the Company reported a net loss from continuing operations for the three and six months ended June 30, 2023; thus, including these financial instruments would have an antidilutive effect on EPS. As of June 30, 2024 and December 31, 2023, there was no principal balance recorded as the Convertible Debentures were fully repaid prior to December 31, 2023. Amortization of debt discounts and issuance costs, recorded in other expense, net, for the three months ended June 30, 2024 and 2023 totaled $0 and $2.5 million, respectively. Amortization of debt discounts and issuance costs, recorded in other expense, net, for the six months ended June 30, 2024 and 2023 totaled $0 and $4.3 million, respectively. The Company recorded interest expense of $0 in other expense, net related to the Convertible Debentures during the three and six months ended June 30, 2024. The Company recorded interest expense of $0.3 million and $0.7 million in other expense, net related to the Convertible Debentures during the three and six months ended June 30, 2023, respectively. Convertible Promissory Note On August 9, 2022, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Aljomaih Automotive Co. (“Aljomaih”) under which the Company agreed to sell and issue to Aljomaih a convertible promissory note with a principal amount of $20.0 million. On August 11, 2022, pursuant to the Note Purchase Agreement, the Company sold and issued $20.0 million in principal amount of a convertible promissory note (the “Original Note”) to Aljomaih. On September 28, 2022, the Company and Aljomaih agreed to amend and restate the Original Note (as amended and restated, the “Note”) to, among other things, adjust the calculation of the shares of the Company’s Common Stock issuable as interest, as described further below. The Note, which matures on August 11, 2025, bears interest at a rate of 10.0% per annum, payable at maturity in validly issued, fully paid and non-assessable shares of Common Stock (“Interest Shares”), unless earlier converted or paid. If the 10-day VWAP ending on the trading day immediately prior to the applicable payment date is greater than or equal to the Minimum Price (as defined in Nasdaq Rule 5635(d)) or the Company has received the requisite approval from its stockholders, the number of Interest Shares to be issued will be calculated based on the 10-day; otherwise, the number of Interest Shares to be issued will be based on the Nasdaq Minimum Price. The conversion price for the Note will initially be equal to $71.451 per share, as adjusted for the Company’s 1-for-30 reverse stock split that occurred on December 6, 2023, subject to adjustment in some events pursuant to the terms of the Note. The Company will have the right, in its sole discretion and exercisable at its election by sending notice of such exercise to Aljomaih, to irrevocably fix the method of settlement that will apply to all conversions of Notes. Methods of settlement include (i) physical settlement in shares of Common Stock, (ii) cash settlement determined by multiplying the principal being converted by the 10-day VWAP ending on the trading day immediately prior to the conversion date and dividing by the conversion price, or (iii) a combination of Common Stock and cash. The Note may not be converted into shares of Common Stock and Interest Shares may not be issued to the extent (i) such conversion or issuance would result in the investor having beneficial ownership of more than 19.99% of the then outstanding shares of the Company’s Common Stock or (ii) the aggregate number of shares issued would exceed the Authorized Share Cap (as defined in the Note). The Note also includes an optional redemption feature that provides the Company, on or after August 11, 2024, or as otherwise agreed to between the Company and Aljomaih in writing, the right to redeem the outstanding principal and accrued and unpaid interest, upon written notice not less than 5 trading days prior to exercise of the option, in full or in part and without penalty. The Company accounts for the Note in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the Note was analyzed for the identification of material embedded features that meet the criteria for equity treatment and/or bifurcation and must be recorded as a liability. The Company classified the Note as a non-current liability given a maturity date of greater than one year. The Note will not be included in the computation of either basic or diluted EPS for the three months ended June 30, 2024 in Note 16 — Net Loss per Share. This financial instrument is not included in basic EPS because it does not represent participating securities. Further, the Note is not included in diluted EPS because the Company reported a net loss from continuing operations for the three and six months ended June 30, 2024; thus, including these financial instruments would have an antidilutive effect on EPS. As of June 30, 2024 and December 31, 2023, the Company had a principal balance of $20.0 million outstanding, net of unamortized debt and issuance costs of $56,000 and $80,000, respectively. Debt issuance costs are amortized through the maturity date of the Note using the effective interest rate method. Amortization of debt issuance costs, recorded in other expense, net, for the three and six months ended June 30, 2024 and 2023, was immaterial. The Company recorded interest expense of $0.5 million and $1.0 million in other expense, net related to the Note during the three and six months ended June 30, respectively, in both 2024 and 2023.

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Equity	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Equity	Equity Xos Common and Preferred Stock The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is 1,010,000,000 shares. 1,000,000,000 shares shall be Common Stock, each having a par value of one-hundredth of one cent ($0.0001). 10,000,000 shares shall be Preferred Stock, each having a par value of one-hundredth of one cent ($0.0001). Voting Rights: Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock). Preferred Stock: The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “Board of Directors”) is hereby expressly authorized to provide for the issue of all or any number of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Delaware General Corporation Law (the “DGCL”). The Board of Directors is also expressly authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. Nasdaq Deficiency Letter: On December 28, 2022, the Company received a deficiency letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days prior to the date of the Letter, the closing bid price for the Common Stock, was below $1.00 per share, which is the minimum closing bid price required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with a grace period of 180 calendar days, or until June 26, 2023, to meet the minimum bid price requirement of Rule 5450(a)(1) under the listing rules of Nasdaq (the “Minimum Bid Price Requirement”). On June 20, 2023, the Company applied to transfer the listing of the Common Stock and Public Warrants from The Nasdaq Global Market to The Nasdaq Capital Market. On June 27, 2023, the Company received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of the Common Stock and Public Warrants from the Nasdaq Global Market to the Nasdaq Capital Market (the “Approval”). The Common Stock and Public Warrants transferred to the Nasdaq Capital Market at the opening of business on June 29, 2023. The Common Stock will continue to trade under the symbol “XOS” and the Public Warrants will continue to trade under the symbol “XOSWW.” The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, but with less stringent listing requirements, although listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements. In connection with the Approval, the Company was granted an additional 180-calendar day grace period, or until December 26, 2023, to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement and qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of the Common Stock had to be at least $1.00 for at least ten consecutive business days during the additional 180-calendar day grace period. As part of the Company’s transfer application, the Company notified Nasdaq that in order to regain compliance with the Minimum Bid Price Requirement during the additional grace period, it would implement a reverse stock split. As described below, the Company effected the Reverse Stock Split (defined below) on December 6, 2023. As a result, the minimum bid price per share of the Common Stock was at least $1.00 for the ten consecutive business days ending December 20, 2023, causing the Company to regain compliance with the Minimum Bid Price Requirement. Reverse Stock Split: In response to the Letter, on December 6, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation to effect a 1‑for‑30 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of Common Stock. As a result of the Reverse Stock Split, every 30 shares of Common Stock issued and outstanding were automatically combined and converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would have been entitled to receive fractional shares because they held a number of shares of Common Stock not evenly divisible by the Reverse Stock Split ratio automatically received a cash payment in lieu of such fractional shares based on the closing price of the Common Stock as of the effective time of the Reverse Stock Split. The Reverse Stock Split did not reduce the number of authorized shares of Common Stock of 1,000,000,000, or change the par value per share of the Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the Reverse Stock Split resulted in some of the stockholders receiving cash in lieu of fractional shares). All outstanding stock options, warrants, restricted stock units, convertible debt and similar securities entitling their holders to receive or purchase shares of Common Stock were proportionately adjusted as a result of the Reverse Stock Split, as required by the terms of each security. After giving effect to the Reverse Stock Split, with respect to the Company's warrants listed on Nasdaq under the symbol “XOSWW,” every 30 warrants outstanding immediately prior to the Reverse Stock Split are exercisable for one share of Common Stock at an exercise price of $345.00 per share, which is 30 times $11.50, the initial exercise price per share. Standby Equity Purchase Agreement On March 23, 2022, the Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”), which was subsequently amended on June 22, 2023 (as amended, the "SEPA"), whereby the Company has the right, but not the obligation, to sell to Yorkville up to $125.0 million of shares of its Common Stock at its request any time until February 11, 2026, subject to certain conditions. The Company expects to use any net proceeds for working capital and general corporate purposes. As consideration for Yorkville’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the purchase agreement, upon execution of the purchase agreement, the Company issued 619 shares of Common Stock (as adjusted for the Reverse Stock Split) to Yorkville. On June 22, 2023, the Company and Yorkville entered into the First Amendment to Standby Equity Purchase Agreement (the “SEPA Amendment”), in which the Company and Yorkville amended the SEPA to: (1) change the calculation of the purchase price of an Option 1 Advance (as defined in the SEPA) from an average of the daily VWAP of the Common Stock during a three-day pricing period to the lowest VWAP during such three-day pricing period; (2) change the denomination of any requested advances from the Company to Yorkville under the SEPA from dollars to shares; (3) increase Yorkville’s beneficial ownership limitation under the SEPA from 4.99% to 9.99% of the outstanding Common Stock, provided that if any portion of an advance under the SEPA would cause Yorkville to exceed the beneficial ownership limitation due to Yorkville’s ownership of the Company’s securities convertible into Common Stock, then the maximum number of shares of Common Stock that such securities will be convertible into will be reduced by the number of shares of Common Stock included in such advance for such period that Yorkville holds such shares of common stock covered by such advance and the number of shares of Common Stock covered by such advance will not be reduced; (4) extend the commitment period to February 11, 2026 and (5) make other administrative and drafting changes. Pursuant to the Side Letter, the Company and Yorkville agreed, among other things, to remove the restriction in the Securities Purchase Agreement on the Company’s ability to effect an advance under the SEPA, subject to certain conditions while the Convertible Debentures remain outstanding. The proceeds from any advance under the SEPA would offset an equal amount outstanding under the Convertible Debentures as an optional redemption. During each calendar month, any portion of such proceeds that would result in the cumulative reduction to the outstanding principal under the Convertible Debentures by more than $3.0 million (“Excess Proceeds”) were to be split such that 75% of such Excess Proceeds is paid to the Company pursuant to the terms of the SEPA and 25% of such Excess Proceeds is applied as an optional redemption of the Convertible Debentures. Each monthly Prepayment amount under the Convertible Debentures were to be reduced by any such optional redemptions in the 30 days prior to the applicable Prepayment date. During the six months ended June 30, 2024 and 2023, the Company issued 5,500 and 99,566 shares of Common Stock under the SEPA for proceeds of $46,750 and $924,179, respectively. As of June 30, 2024 and December 31, 2023, the remaining commitment available under the agreement was $119.4 million and $119.5 million, respectively. However, our ability to fully utilize the remaining commitment amount may be limited by various factors, including, but not limited to, the availability of an effective registration statement permitting the resale of such shares of Common Stock. In particular, the Company’s access to capital under the SEPA is not available as of the date of this Report on Form 10-Q and will not be available until the Company files with the SEC a post-effective amendment to the Registration Statement on Form S-1 filed on July 27, 2023.

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Derivative Instruments	6 Months Ended
	Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments	Derivative Instruments Public and Private Placement Warrants As of June 30, 2024, the Company had 18,633,301 Public Warrants and 199,997 Private Placement Warrants outstanding, with fair values of $0.4 million and $5,000, respectively. Each Warrant is exercisable to purchase one-thirtieth of one share of Common Stock (as adjusted for the Reverse Stock Split). The Public Warrants have an exercise price of $345.00 per whole share, subject to adjustments, and will expire on August 20, 2026 or earlier upon redemption or liquidation. The Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants became exercisable; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement). A registration statement was filed with the SEC covering the issuance of the Common Stock issuable upon exercise of the Warrants, and the Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Common Stock until the Public Warrants expire or are redeemed. If the shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Common Stock issuable upon exercise of the Private Placement Warrants were not transferable, assignable or salable until September 19, 2021, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be 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 shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants for cash when the price per share of Common Stock equals or exceeds $540.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described above with respect to the Private Placement Warrants): •in whole and not in part; •at a price of $0.01 per Warrant; •upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and •if, and only if, the last reported sale price of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $540.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Common Stock when the price per share equals or exceeds $300.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both Public Warrants and Private Placement Warrants): •in whole and not in part; •at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Common Stock; •if, and only if, the Reference Value equals or exceeds $300.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and •if the Reference Value is less than $540.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Common Stock shall mean the average reported last sale price of Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Company be required to net cash settle any Warrant. The Warrants may also expire worthless.

v3.24.2.u1

Share-Based Compensation	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	Share-Based Compensation 2018 Stock Plan On November 27, 2018, the Legacy Xos’ board of directors and stockholders adopted the 2018 Stock Plan. There are no shares available for issuance under the 2018 Stock Plan; however, the 2018 Stock Plan continues to govern the terms and conditions of the outstanding awards granted under the 2018 Stock Plan. As of June 30, 2024, there were 1,837 Options outstanding under the 2018 Stock Plan. The amount and terms of Option grants were determined by the board of directors of Legacy Xos. The Options granted under the 2018 Stock Plan generally expire within 10 years from the date of grant and generally vest over four years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service. Stock option activity during the six months ended June 30, 2024 consisted of the following: Options Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Years Aggregate Intrinsic Value December 31, 2023 — Options outstanding 22,512  $ 0.40  $ 0.51  0.55 $ 168,194  Exercised (20,659) 0.38  0.50  141,076  March 31, 2024 — Options outstanding 1,853  $ 0.56  $ 0.63  5.79 $ 17,806  Exercised (16) 0.64  0.46  115  June 30, 2024 — Options outstanding 1,837  0.56 0.63 5.54 $ 11,532  June 30, 2024 — Options vested and exercisable 1,765  $ 0.55  $ 0.64  5.51 $ 11,071  Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the three months ended June 30, 2024 and 2023 were approximately $115 and $179,000, respectively. The aggregate intrinsic value of options exercised during the six months ended June 30, 2024 and 2023 were approximately $141,000 and $180,000, respectively. The Company estimates the grant date fair value of options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company's share price over the expected term, expected risk-free rate and expected dividend yield rate. There were no option grants during the three and six months ended June 30, 2024 and 2023. 2021 Equity Plan On August 19, 2021 the Company’s stockholders approved the 2021 Equity Plan, which was ratified by the Company’s board of directors on August 20, 2021. The 2021 Equity Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to employees, including employees of any parent or subsidiary, and for the grant of non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of Xos’ affiliates. As of June 30, 2024, there were 371,857 shares of Common Stock available for issuance under the 2021 Equity Plan. RSU activity during the six months ended June 30, 2024 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2023 — RSU outstanding 603,040  $ 18.97  $ 4,819,138  Granted 95,636  9.15  863,989  Vested (94,428) 17.76  848,522  Forfeited (4,845) 21.26  55,365  March 31, 2024 — RSU outstanding 599,403  $ 17.43  $ 6,146,714  Granted 92,505  7.64  706,702  Vested (265,157) 13.83  2,120,841  Forfeited (25,055) 16.52  218,566  June 30, 2024 — RSU outstanding 401,696  $ 17.61  $ 2,781,676  The Company recognized stock-based compensation expense (including Earn-out RSUs) in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 totaling approximately $1.6 million and $3.6 million, respectively, and June 30, 2023, totaling approximately $2.1 million and $4.1 million, respectively, which consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of goods sold $ 99  $ 137  $ 236  $ 266  Research and development 353  457  815  958  Sales and marketing 170  258  324  525  General and administrative 1,012  1,202  2,265  2,317  Total $ 1,634  $ 2,054  $ 3,640  $ 4,066  We allocate stock-based compensation expense to cost of goods sold, research and development expense, sales and marketing expense and general and administrative expense, based on the roles of the applicable recipients of such stock-based compensation. The unamortized stock-based compensation expense was $6.6 million as of June 30, 2024, and weighted average remaining amortization period as of June 30, 2024 was 2.13 years. The aggregate fair value of RSUs that vested was $2.1 million and $3.0 million during the three and six months ended June 30, 2024, respectively.

v3.24.2.u1

Property and Equipment, net	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment, net consisted of the following at June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Equipment $ 7,749  $ 7,629  Finance lease assets 7,784  7,974  Furniture and fixtures 173  173  Company vehicles 2,397  2,102  Leasehold improvements 1,401  1,401  Computers, software and related equipment 3,128  3,091  Construction in progress 292  292  Property and equipment, gross 22,924  22,662  Accumulated depreciation (9,936) (8,002) Property and equipment, net $ 12,988  $ 14,660  Depreciation expense during the three months ended June 30, 2024 and 2023, totaled $0.9 million and $0.4 million, respectively. Depreciation expense during the six months ended June 30, 2024 and 2023, totaled $1.8 million and $1.4 million, respectively.

v3.24.2.u1

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Contingencies Legal claims may arise from time to time in the normal course of business, the results of which may have a material effect on the Company’s accompanying unaudited condensed consolidated financial statements. As of June 30, 2024 and December 31, 2023, the Company was not a party to any legal proceedings, that individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Other Contingencies The Company enters into non-cancellable long-term purchase orders and vendor agreements in the normal course of business. As of June 30, 2024, non-cancellable purchase commitments with two of the Company’s vendors totaled $0.4 million.

v3.24.2.u1

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party TransactionsThe Company had a contract manufacturing agreement with Fitzgerald Manufacturing Partners to provide manufacturing services, which was terminated during June 2023. The owner of Fitzgerald Manufacturing Partners is a stockholder of the Company. The Company also has lease agreements with Fitzgerald Manufacturing Partners. For each of the three months ended June 30, 2024 and 2023, the Company incurred rent expense of $0.2 million related to these agreements. For each of the six months ended June 30, 2024 and 2023, the Company incurred rent expense of $0.4 million

v3.24.2.u1

Income Taxes	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s effective tax rate during the three months ended June 30, 2024 and 2023 was (0.04)% and (0.01)%, respectively. The Company’s effective tax rate during the six months ended June 30, 2024 and 2023 was (0.04)% and (0.01)%, respectively. State taxes coupled with losses not benefited resulted in an effective tax rate below the statutory tax rate of 21% for the six months ended June 30, 2024. The Company acquired ElectraMeccanica on March 26, 2024 through a stock acquisition. The Company considered ElectraMeccanica’s operations for income tax purposes and deemed the net impact to the provision for income taxes for the six months ended June 30, 2024 immaterial. The Company recognizes tax benefits related to positions taken, or expected to be taken, on its tax returns, only if the positions are "more-likely-than-not" sustainable. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its financial statements. The Company does not have any uncertain tax positions that meet this threshold as of June 30, 2024 and December 31, 2023. The Company is subject to taxation and files income tax returns with the U.S. federal government and various states, as well as Canada and China. The Company’s 2020 California state return is currently under examination by the California Franchise Tax Board, but the Company does not believe there are any uncertain tax benefits that should be reserved. The Company is not currently under examination by any other tax authorities. The Company generally is not subject to examination for tax years prior to 2018. At June 30, 2024, the Company's deferred income taxes were in a net asset position mainly due to deferred tax assets generated by net operating losses. The Company assesses the likelihood that its deferred tax assets will be realized. A full review of all positive and negative evidence needs to be considered, including the Company's current and past performance, the market environments in which the Company operates, the utilization of past tax credits, the length of carryback and carryforward periods, and tax planning strategies that might be implemented. Management believes that, based on a number of factors, it is more likely than not that all or some portion of the deferred tax assets may not be realized; accordingly, the Company has provided a valuation allowance against its net deferred tax assets at June 30, 2024 and December 31, 2023.

v3.24.2.u1

Net Loss per Share	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Net Loss per Share	Net Loss per Share Basic and diluted net loss per share during the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss $ (9,663) $ (23,578) $ (20,666) $ (47,909) Net loss attributable to common stockholders, basic (9,663) (23,578) (20,666) (47,909) Net loss attributable to common stockholders, diluted (1) (9,663) (23,578) (20,666) (47,909) Denominator: Basic (2) Weighted average common shares outstanding, basic 7,864  5,700  6,986  5,667  Basic net loss per share $ (1.23) $ (4.14) $ (2.96) $ (8.45) Diluted (2) Weighted average common shares outstanding, diluted (1) 7,864  5,700  6,986  5,667  Diluted net loss per share $ (1.23) $ (4.14) $ (2.96) $ (8.45) ____________ (1) Net loss attributable to common stockholders, diluted during the three and six months ended June 30, 2024, excludes adjustments related to the change in fair value of derivative liabilities, interest expense and amortization of discounts and issuance costs related to the Convertible Debentures. Additionally, weighted average common shares outstanding, diluted as of the three and six months ended June 30, 2023 excludes the if-converted shares related to the Convertible Debentures. These adjustments were excluded from the calculation of diluted net loss per share as they would have an antidilutive effect (see Note 8 - Convertible Notes). (2) Shares for the three and six months ended June 30, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023. Potential ending shares outstanding that were excluded from the computation of diluted net loss per share because their effect was anti-dilutive as of June 30, 2024 and 2023 consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 (1) 2024 2023 (1) Contingent earn-out shares 547  547  547  547  Common stock underlying public and private warrants 628  628  628  628  Restricted stock units 402  722  402  722  Stock options 2  25  2  25  If-converted common stock from convertible debt 280  1,568  280  2,051  (1) Shares for the three and six months ended June 30, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023.

v3.24.2.u1

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels: •Level 1: Quoted prices in active markets for identical assets and liabilities. •Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable. •Level 3: Significant inputs to the valuation model are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, warrants, earn-out shares liability, convertible debt and the associated derivative liability. The fair value of cash, cash equivalents and accounts receivable approximates carrying value due to their short-term maturity. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Derivative financial instruments which are required to be measured at fair value on a recurring basis are measured at fair value using Level 3 inputs for all periods presented. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities carried at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents(1): Money market funds $ 5  $ 5  $ —  $ —  Total Financial Assets $ 5  $ 5  $ —  $ —  Financial Liabilities: Private Placement Warrants $ 5  $ —  $ 5  $ —  Public Warrants 430  430  —  —  Contingent Earn-out Shares liability 6  —  —  6  Total Financial Liabilities $ 441  $ 430  $ 5  $ 6  December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents(1): Money market funds $ 2,917  $ 2,917  $ —  $ —  Total Financial Assets $ 2,917  $ 2,917  —  —  Financial Liabilities: Private Placement Warrants $ 4  $ —  $ 4  $ —  Public Warrants 391  391  —  —  Contingent Earn-out Shares liability 39  —  —  39  Total Financial Liabilities $ 434  $ 391  $ 4  $ 39  ____________ (1) Included in total cash and cash equivalents on the condensed consolidated balance sheets. The changes in the fair value of Level 3 financial liabilities during the three months ended June 30, 2024 consisted of the following (in thousands): Contingent Earn-Out Shares Liability Fair value at March 31, 2024 $ 42  Recognition of Earn-out RSUs —  Change in fair value during the period (36) Fair value at June 30, 2024 $ 6  The changes in the fair value of Level 3 financial liabilities during the six months ended June 30, 2024 consisted of the following (in thousands): Contingent Earn-Out Shares Liability Fair value at December 31, 2023 $ 39  Recognition of Earn-out RSUs —  Change in fair value during the period (33) Fair value at June 30, 2024 $ 6  Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following: June 30, 2024 December 31, 2023 Stock price $6.91 $7.98 Stock price volatility 80% 80% Expected term 2.14 years 2.64 years Risk-free interest rate 4.7% 4.1%

v3.24.2.u1

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Tyburn Sublease On June 20, 2024, the Company entered into an agreement to sublease a portion of their Los Angeles office space, effective as of July 1, 2024, the date in which the tenant took possession of the office space. In accordance with ASC 842: Leases, the Company is accounting for the sublease as an operating lease and will recognize a monthly income of $35,000 over the lease term, which has an expiration date of January 31, 2027. There are no signs of impairment and the income derived from the sublease will be recognized on a straight-line basis over the term of the sublease.

v3.24.2.u1

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (9,663)	$ (23,578)	$ (20,666)	$ (47,909)

v3.24.2.u1

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.2.u1

Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. They do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (primarily consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 29, 2024.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenues and expenses during the reporting periods. The areas with significant estimates and judgments include, among others, inventory valuation, incremental borrowing rates for assessing operating and financing lease liabilities, useful lives of property and equipment, stock-based compensation, product warranty liability, and valuation of convertible debt and related embedded derivatives, common stock warrant liability, earn-out shares liability and valuations utilized in connection with acquisitions. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements.
Accounts Receivable, Net	Accounts Receivable, Net The Company records unsecured and non-interest bearing accounts receivable at the gross invoice amount, net of any allowance for expected credit losses. The Company maintains its allowance for expected credit losses at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of past losses, current customer conditions, and the anticipated impact of current economic conditions.
Duty Drawback Receivable	Duty Drawback ReceivableDuty drawbacks are recoveries of tariffs paid for vehicles that were acquired as a result of the consummation of the Arrangement. The Company expects to recover some of the vehicle inventory value through crushing the vehicles to recover tariffs already paid. As of June 30, 2024, the Company estimates aggregate tariff recovery of approximately $2.7 million upon destruction of SOLO (as defined below in Note 4 - Acquisition of ElectraMeccanica) vehicles and submission of the related claim documents. As of June 30, 2024, the Company completed the crushing of the vehicles but has not yet received any tariff recovery related to the destruction of SOLO vehicles.The Company recorded the duty drawback receivable within other non-current assets in the consolidated balance sheets as of June 30, 2024, and in other income within the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024.
Warranty Liability	Warranty Liability The Company provides customers with a product warranty that assures that the products meet standard specifications and is free for periods typically between 2 to 5 years. The Company accrues warranty reserve for the products sold, which includes its best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history of sales, and changes to its historical or projected warranty experience may cause material changes to the warranty reserve in the future. Claims incurred under the Company’s standard product warranty programs are recorded based on open claims. The Company recorded warranty liability within other current liabilities in the consolidated balance sheets as of June 30, 2024 and December 31, 2023.
Concentrations of Credit and Business Risk	Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Defined Contribution Plan	Defined Contribution Plan We have a 401(k) savings plan that is intended to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) savings plan, participating employees are auto enrolled to 3% of their eligible compensation, subject to certain limitations. We did not make any contributions to the 401(k) savings plan during the three and six months ended June 30, 2024 and 2023.
Recent Accounting Pronouncements Issued and not yet Adopted	Recent Accounting Pronouncements Issued and not yet Adopted: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental segment information disclosure on an annual and interim basis. This amendment includes disclosure of significant segment expenses which are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; other segment items by reportable segment and a description of its composition; reportable segment’s profit or loss and assets; additional measures of segment profit or loss if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and the title and position of the entity’s CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and determining resource allocation. A company with a single reportable segment is required to provide all the disclosures from this amendment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental annual income tax disclosures. This amendment includes disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions that meet a quantitative threshold; income (or loss) from continuing operations before income tax expenses (or benefit) disaggregated between domestic and foreign; and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively (with retrospective application permitted). The Company is evaluating the impact of this amendment to the related financial statement disclosures. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements or notes thereto.

v3.24.2.u1

Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule of Product Warranty Liability	The reconciliation of the change in the Company’s product liability balances during the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Warranty liability, beginning of period $ 1,199  $ 1,155  $ 1,306  $ 1,099  Reduction in liability (payments) (400) (527) (922) (743) Increase in liability 344  673  759  945  Warranty liability, end of period $ 1,143  $ 1,301  $ 1,143  $ 1,301

v3.24.2.u1

Revenue Recognition (Tables)	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	Disaggregated revenues by major source for the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Product and service revenue Stepvans & vehicle incentives(1) $ 13,146  $ 4,287  $ 24,731  $ 8,549  Powertrains & hubs 1,423  223  1,845  228  Other product revenue 642  127  1,270  293  Total product revenue 15,211  4,637  27,846  9,070  Ancillary revenue 324  117  851  381  Total revenues $ 15,535  $ 4,754  $ 28,697  $ 9,451  ___________ (1)Amounts are net of returns and allowances. Stepvans & vehicle incentives includes revenue generated from leasing.

v3.24.2.u1

Acquisition of ElectraMeccanica (Tables)	6 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the acquisition of ElectraMeccanica on March 26, 2024 (in thousands): Purchase consideration (1) $ (35,588) Assets acquired Cash and cash equivalents $ 50,240  Restricted cash 1,115  Prepaid expenses and other current assets 1,539  Other non-current assets 1,736  Total identifiable assets acquired $ 54,630  Liabilities assumed Accounts payable $ (804) Other current liabilities (2) (1,903) Other non-current liabilities (2) (16,335) Total liabilities assumed $ (19,042) Net assets acquired and liabilities assumed $ 35,588  (1) As a result of the asset acquisition accounting, the transaction costs of $3.7 million associated with the acquisition are included in the costs of the assets acquired and allocated amongst qualifying assets using the relative fair value basis. The transaction costs primarily included financial advisor fees, accounting, and legal expenses. (2) The Company assumed two lease facilities in connection with the ElectraMeccanica acquisition which are reflected in other current liabilities and other non-current liabilities of approximately $1.2 million and $16.0 million, respectively.

v3.24.2.u1

Inventories (Tables)	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory amounted to $41.4 million and $37.8 million, respectively, as of June 30, 2024 and December 31, 2023 and consisted of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials $ 33,019  $ 30,357  Work in process 5,828  3,033  Finished goods 2,509  4,453  Total inventories $ 41,356  $ 37,843

v3.24.2.u1

Selected Balance Sheet Data (Tables)	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Prepaid inventories $ 2,801  $ 1,745  Prepaid expenses and other(1) 3,417  2,796  Contract assets 315  811  Financed insurance premiums 1,394  1,310  Assets held for sale 408  408  Total prepaid expenses and other current assets $ 8,335  $ 7,070  ____________ (1) Primarily relates to assets acquired in connection with the ElectraMeccanica acquisition, prepaid licenses and subscriptions, prepaid insurance and other receivables.
Schedule of Other Non-Current Assets	Other non-current assets as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Security deposits $ 2,661  $ 1,599  Duty drawback receivable(1) 2,709  —  Other non-current assets 775  739  Total other non-current assets $ 6,145  $ 2,338  ___________ (1) Represents the estimated amount that can be recovered from previously paid tariffs relating to crushed SOLO vehicles that were acquired in connection with the ElectraMeccanica acquisition.
Schedule of Other Current Liabilities	Other current liabilities as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accrued expenses and other (1) $ 7,841  $ 7,435  Contract liabilities 279  690  Customer deposits 1,099  2,364  Warranty liability 1,143  1,306  Equipment notes payable, current 363  350  Short-term insurance financing notes 1,341  1,003  Operating lease liabilities, current 2,942  1,664  Finance lease liabilities, current 1,945  2,005  Total other current liabilities $ 16,953  $ 16,817  ____________ (1) Primarily relates to the liabilities assumed in connection with the ElectraMeccanica acquisition, accrued inventory purchases, personnel costs, wages, health benefits, vacation and other accruals.
Schedule of Other Noncurrent Liabilities	Other non-current liabilities as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accrued interest expense and other $ 4,466  $ 2,985  Equipment notes payable, non-current 497  593  Operating lease liabilities, non-current 18,345  3,511  Finance lease liabilities, non-current 464  1,472  Total other non-current liabilities $ 23,772  $ 8,561

v3.24.2.u1

Share-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock option activity	Stock option activity during the six months ended June 30, 2024 consisted of the following: Options Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Years Aggregate Intrinsic Value December 31, 2023 — Options outstanding 22,512  $ 0.40  $ 0.51  0.55 $ 168,194  Exercised (20,659) 0.38  0.50  141,076  March 31, 2024 — Options outstanding 1,853  $ 0.56  $ 0.63  5.79 $ 17,806  Exercised (16) 0.64  0.46  115  June 30, 2024 — Options outstanding 1,837  0.56 0.63 5.54 $ 11,532  June 30, 2024 — Options vested and exercisable 1,765  $ 0.55  $ 0.64  5.51 $ 11,071
Schedule of Restricted Stock Units (RSUs) Activity	RSU activity during the six months ended June 30, 2024 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2023 — RSU outstanding 603,040  $ 18.97  $ 4,819,138  Granted 95,636  9.15  863,989  Vested (94,428) 17.76  848,522  Forfeited (4,845) 21.26  55,365  March 31, 2024 — RSU outstanding 599,403  $ 17.43  $ 6,146,714  Granted 92,505  7.64  706,702  Vested (265,157) 13.83  2,120,841  Forfeited (25,055) 16.52  218,566  June 30, 2024 — RSU outstanding 401,696  $ 17.61  $ 2,781,676
Schedule of Recognized Stock-Based Compensation Expense	The Company recognized stock-based compensation expense (including Earn-out RSUs) in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 totaling approximately $1.6 million and $3.6 million, respectively, and June 30, 2023, totaling approximately $2.1 million and $4.1 million, respectively, which consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cost of goods sold $ 99  $ 137  $ 236  $ 266  Research and development 353  457  815  958  Sales and marketing 170  258  324  525  General and administrative 1,012  1,202  2,265  2,317  Total $ 1,634  $ 2,054  $ 3,640  $ 4,066

v3.24.2.u1

Property and Equipment, net (Tables)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	Property and equipment, net consisted of the following at June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Equipment $ 7,749  $ 7,629  Finance lease assets 7,784  7,974  Furniture and fixtures 173  173  Company vehicles 2,397  2,102  Leasehold improvements 1,401  1,401  Computers, software and related equipment 3,128  3,091  Construction in progress 292  292  Property and equipment, gross 22,924  22,662  Accumulated depreciation (9,936) (8,002) Property and equipment, net $ 12,988  $ 14,660

v3.24.2.u1

Net Loss per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss per Share	Basic and diluted net loss per share during the three and six months ended June 30, 2024 and 2023 consisted of the following (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss $ (9,663) $ (23,578) $ (20,666) $ (47,909) Net loss attributable to common stockholders, basic (9,663) (23,578) (20,666) (47,909) Net loss attributable to common stockholders, diluted (1) (9,663) (23,578) (20,666) (47,909) Denominator: Basic (2) Weighted average common shares outstanding, basic 7,864  5,700  6,986  5,667  Basic net loss per share $ (1.23) $ (4.14) $ (2.96) $ (8.45) Diluted (2) Weighted average common shares outstanding, diluted (1) 7,864  5,700  6,986  5,667  Diluted net loss per share $ (1.23) $ (4.14) $ (2.96) $ (8.45) ____________ (1) Net loss attributable to common stockholders, diluted during the three and six months ended June 30, 2024, excludes adjustments related to the change in fair value of derivative liabilities, interest expense and amortization of discounts and issuance costs related to the Convertible Debentures. Additionally, weighted average common shares outstanding, diluted as of the three and six months ended June 30, 2023 excludes the if-converted shares related to the Convertible Debentures. These adjustments were excluded from the calculation of diluted net loss per share as they would have an antidilutive effect (see Note 8 - Convertible Notes). (2) Shares for the three and six months ended June 30, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023.
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	Potential ending shares outstanding that were excluded from the computation of diluted net loss per share because their effect was anti-dilutive as of June 30, 2024 and 2023 consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 (1) 2024 2023 (1) Contingent earn-out shares 547  547  547  547  Common stock underlying public and private warrants 628  628  628  628  Restricted stock units 402  722  402  722  Stock options 2  25  2  25  If-converted common stock from convertible debt 280  1,568  280  2,051  (1) Shares for the three and six months ended June 30, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023.

v3.24.2.u1

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Assets Measured at Fair Value of a Recurring Basis	Assets and liabilities carried at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents(1): Money market funds $ 5  $ 5  $ —  $ —  Total Financial Assets $ 5  $ 5  $ —  $ —  Financial Liabilities: Private Placement Warrants $ 5  $ —  $ 5  $ —  Public Warrants 430  430  —  —  Contingent Earn-out Shares liability 6  —  —  6  Total Financial Liabilities $ 441  $ 430  $ 5  $ 6  December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents(1): Money market funds $ 2,917  $ 2,917  $ —  $ —  Total Financial Assets $ 2,917  $ 2,917  —  —  Financial Liabilities: Private Placement Warrants $ 4  $ —  $ 4  $ —  Public Warrants 391  391  —  —  Contingent Earn-out Shares liability 39  —  —  39  Total Financial Liabilities $ 434  $ 391  $ 4  $ 39  ____________ (1) Included in total cash and cash equivalents on the condensed consolidated balance sheets.
Schedule of Liabilities Measured at Fair Value of a Recurring Basis	Assets and liabilities carried at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents(1): Money market funds $ 5  $ 5  $ —  $ —  Total Financial Assets $ 5  $ 5  $ —  $ —  Financial Liabilities: Private Placement Warrants $ 5  $ —  $ 5  $ —  Public Warrants 430  430  —  —  Contingent Earn-out Shares liability 6  —  —  6  Total Financial Liabilities $ 441  $ 430  $ 5  $ 6  December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents(1): Money market funds $ 2,917  $ 2,917  $ —  $ —  Total Financial Assets $ 2,917  $ 2,917  —  —  Financial Liabilities: Private Placement Warrants $ 4  $ —  $ 4  $ —  Public Warrants 391  391  —  —  Contingent Earn-out Shares liability 39  —  —  39  Total Financial Liabilities $ 434  $ 391  $ 4  $ 39  ____________ (1) Included in total cash and cash equivalents on the condensed consolidated balance sheets.
Schedule of Changes on Fair Value of Financial Liabilities	The changes in the fair value of Level 3 financial liabilities during the three months ended June 30, 2024 consisted of the following (in thousands): Contingent Earn-Out Shares Liability Fair value at March 31, 2024 $ 42  Recognition of Earn-out RSUs —  Change in fair value during the period (36) Fair value at June 30, 2024 $ 6  The changes in the fair value of Level 3 financial liabilities during the six months ended June 30, 2024 consisted of the following (in thousands): Contingent Earn-Out Shares Liability Fair value at December 31, 2023 $ 39  Recognition of Earn-out RSUs —  Change in fair value during the period (33) Fair value at June 30, 2024 $ 6
Schedule of Fair Value Measurement Inputs and Valuation Techniques	Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following: June 30, 2024 December 31, 2023 Stock price $6.91 $7.98 Stock price volatility 80% 80% Expected term 2.14 years 2.64 years Risk-free interest rate 4.7% 4.1%

v3.24.2.u1

Description of Business (Details) $ in Thousands				6 Months Ended		12 Months Ended
	Mar. 26, 2024 USD ($) shares	Aug. 11, 2022 USD ($)	Aug. 09, 2022 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Asset Acquisition [Line Items]
Cash and cash equivalents				$ 19,656	$ 27,804	$ 11,640
Net cash used in operating activities				$ 40,576	$ 30,042	$ 39,300
Proceeds from convertible debt		$ 20,000	$ 20,000
ElectraMeccanica Vehicles Corp
Asset Acquisition [Line Items]
Issuance of common stock for acquisition, ratio	0.0143739
Issuance of common stock for acquisition (in shares) | shares	1,766,388
Acquisition, cash balance	$ 50,240

v3.24.2.u1

Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Accounts receivable, allowance for credit loss, current	$ 60		$ 60		$ 62
Duty drawback receivable	2,709		$ 2,709		$ 0
Defined contribution plan, auto enrollment contributions per employee (as a percent)			3.00%
Contributions to 401(k) savings plan	$ 0	$ 0	$ 0	$ 0
Minimum
Property, Plant and Equipment [Line Items]
Standard product warranty, period of warranty (in years)			2 years
Maximum
Property, Plant and Equipment [Line Items]
Standard product warranty, period of warranty (in years)			5 years
Customer 1 | Revenue Benchmark | Customer Concentration Risk
Property, Plant and Equipment [Line Items]
Concentration risk (as a percent)	19.00%	68.00%	25.00%	49.00%
Customer 1 | Accounts Receivable | Customer Concentration Risk
Property, Plant and Equipment [Line Items]
Concentration risk (as a percent)			13.00%	59.00%	52.00%
Customer 2 | Revenue Benchmark | Customer Concentration Risk
Property, Plant and Equipment [Line Items]
Concentration risk (as a percent)	14.00%	13.00%	10.00%	34.00%
Customer 2 | Accounts Receivable | Customer Concentration Risk
Property, Plant and Equipment [Line Items]
Concentration risk (as a percent)				10.00%
Customer 3 | Revenue Benchmark | Customer Concentration Risk
Property, Plant and Equipment [Line Items]
Concentration risk (as a percent)		12.00%
Customer 3 | Accounts Receivable | Customer Concentration Risk
Property, Plant and Equipment [Line Items]
Concentration risk (as a percent)				10.00%

v3.24.2.u1

Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Product Warranty Liability (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Movement in Extended Product Warranty Accrual [Roll Forward]
Warranty liability, beginning of period	$ 1,199	$ 1,155	$ 1,306	$ 1,099
Reduction in liability (payments)	(400)	(527)	(922)	(743)
Increase in liability	344	673	759	945
Warranty liability, end of period	$ 1,143	$ 1,301	$ 1,143	$ 1,301

v3.24.2.u1

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Ancillary revenue	$ 324	$ 117	$ 851	$ 381
Total revenues	15,535	4,754	28,697	9,451
Total product revenue
Disaggregation of Revenue [Line Items]
Total product revenue	15,211	4,637	27,846	9,070
Stepvans & vehicle incentives
Disaggregation of Revenue [Line Items]
Total product revenue	13,146	4,287	24,731	8,549
Powertrains & hubs
Disaggregation of Revenue [Line Items]
Total product revenue	1,423	223	1,845	228
Other product revenue
Disaggregation of Revenue [Line Items]
Total product revenue	$ 642	$ 127	$ 1,270	$ 293

v3.24.2.u1

Acquisition of ElectraMeccanica - Narrative (Details) - USD ($) $ in Millions		3 Months Ended	6 Months Ended
	Mar. 26, 2024	Jun. 30, 2024	Jun. 30, 2024
Asset Acquisition [Line Items]
Severance costs		$ 0.0	$ 2.0
ElectraMeccanica Vehicles Corp
Asset Acquisition [Line Items]
Issuance of common stock for acquisition (in shares)	1,766,388
ElectraMeccanica Vehicles Corp | XOS Shareholders
Asset Acquisition [Line Items]
Common stock ownership percentage after transaction	79.00%
ElectraMeccanica Vehicles Corp | ElectraMeccanica Shareholders
Asset Acquisition [Line Items]
Common stock ownership percentage after transaction	21.00%

v3.24.2.u1

Acquisition of ElectraMeccanica - Recognized Identified Assets Acquired and Liabilities Assumed (Details) $ in Thousands	Mar. 26, 2024 USD ($) facility
ElectraMeccanica Vehicles Corp
Asset Acquisition [Line Items]
Purchase consideration	$ (35,588)
Assets acquired
Cash and cash equivalents	50,240
Restricted cash	1,115
Prepaid expenses and other current assets	1,539
Other non-current assets	1,736
Total identifiable assets acquired	54,630
Liabilities assumed
Accounts payable	(804)
Other current liabilities	(1,903)
Other non-current liabilities	(16,335)
Total liabilities assumed	(19,042)
Net assets acquired and liabilities assumed	35,588
Transaction costs	$ 3,700
Number of facilities acquired | facility	2
Other current liabilities	$ 1,903
Other non-current liabilities	16,335
ElectraMeccanica Vehicles Corp, two facilities
Liabilities assumed
Other current liabilities	(1,200)
Other non-current liabilities	(16,000)
Other current liabilities	1,200
Other non-current liabilities	$ 16,000

v3.24.2.u1

Inventories - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Inventories	$ 41,356	$ 37,843

v3.24.2.u1

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 33,019	$ 30,357
Work in process	5,828	3,033
Finished goods	2,509	4,453
Total inventories	$ 41,356	$ 37,843

v3.24.2.u1

Selected Balance Sheet Data - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid inventories	$ 2,801	$ 1,745
Prepaid expenses and other	3,417	2,796
Contract assets	315	811
Financed insurance premiums	1,394	1,310
Assets held for sale	408	408
Total prepaid expenses and other current assets	$ 8,335	$ 7,070

v3.24.2.u1

Selected Balance Sheet Data - Other Non-Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Security deposits	$ 2,661	$ 1,599
Duty drawback receivable	2,709	0
Other non-current assets	775	739
Total other non-current assets	$ 6,145	$ 2,338

v3.24.2.u1

Selected Balance Sheet Data - Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued expenses and other	$ 7,841	$ 7,435
Contract liabilities	279	690
Customer deposits	1,099	2,364
Warranty liability	1,143	1,306
Equipment notes payable, current	363	350
Short-term insurance financing notes	1,341	1,003
Operating lease liabilities, current	2,942	1,664
Finance lease liabilities, current	1,945	2,005
Total other current liabilities	$ 16,953	$ 16,817

v3.24.2.u1

Selected Balance Sheet Data - Narrative (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Contract with customer, liability, revenue recognized	$ 0.6	$ 0.4	$ 0.4

v3.24.2.u1

Selected Balance Sheet Data - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued interest expense and other	$ 4,466	$ 2,985
Equipment notes payable, non-current	497	593
Operating lease liabilities, non-current	18,345	3,511
Finance lease liabilities, non-current	464	1,472
Total other non-current liabilities	$ 23,772	$ 8,561

v3.24.2.u1

Earn-out Shares Liability (Details) $ / shares in Units, $ in Thousands			3 Months Ended		6 Months Ended
	Dec. 06, 2023	Aug. 20, 2021 day $ / shares shares	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Schedule Of Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, shares (in shares) | shares		540,000
Reverse stock split ratio	0.0333
Earn-out shares liability | $			$ 6		$ 6		$ 39
Change in amount of contingent consideration gain (loss) | $			$ 36	$ 600	$ 33	$ 500
Derivative Instrument, Tranche One
Schedule Of Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, shares (in shares) | shares		180,000
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share)		$ 420.00
Threshold trading days | day		10
Threshold trading day period | day		20
Earnout period (in years)		5 years
Derivative Instrument, Tranche One | Minimum
Schedule Of Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share)		$ 420.00
Derivative Instrument, Tranche One | Maximum
Schedule Of Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share)		$ 600.00
Derivative Instrument, Tranche Two
Schedule Of Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, shares (in shares) | shares		180,000
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share)		$ 600.00
Threshold trading days | day		10
Threshold trading day period | day		20
Derivative Instrument, Tranche Two | Minimum
Schedule Of Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share)		$ 600.00
Derivative Instrument, Tranche Two | Maximum
Schedule Of Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share)		$ 750.00
Derivative Instrument, Tranche Three
Schedule Of Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, shares (in shares) | shares		180,000
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share)		$ 750.00
Threshold trading days | day		10
Threshold trading day period | day		20
Restricted stock units
Schedule Of Recapitalization [Line Items]
Derivative instrument, contingent consideration, liability, shares (in shares) | shares		8,700

v3.24.2.u1

Convertible Notes (Details) $ / shares in Units, $ in Thousands					3 Months Ended		6 Months Ended
	Jun. 22, 2023 USD ($) day	Sep. 09, 2022 USD ($)	Aug. 11, 2022 USD ($) day $ / shares	Aug. 09, 2022 USD ($) day $ / shares	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Sep. 21, 2022 USD ($)
Debt Instrument [Line Items]
Derivative liabilities					$ 0		$ 0		$ 0
Proceeds from convertible debt			$ 20,000	$ 20,000
Securities Purchase Agreement
Debt Instrument [Line Items]
Beneficial ownership (as a percent)				9.99%
Beneficial ownership limitation, waiver notice period				65 days
If-converted common stock from convertible debt
Debt Instrument [Line Items]
Debt instrument, maximum principal amount				$ 35,000
Debt instrument, principal amount			$ 20,000							$ 15,000
Amount to convert during each period		$ 2,000
Conversion period		30 days
Interest rate, stated (as a percent)				6.00%
Debt, event of default, interest rate (as a percent)				10.00%
Debt, registration event, interest rate (as a percent)				7.50%
Conversion price (in dollars per share) | $ / shares				$ 74.199
Debt, threshold percentage of stock price trigger (as a percent)				97.00%
Debt instrument, convertible, threshold consecutive trading days | day	5			3
Floor stock price trigger (in dollars per share) | $ / shares				$ 17.70
Debt instrument redemption (in days)				10 days
Debt instrument, redemption price (as a percent)				5.00%
Prepayment provision, daily VWAP consecutive trading days | day				5
Common stock available under the exchange cap (as a percent)				95.00%
Monthly payments, period from triggering date				10 days
Debt instrument, periodic payment, principal				$ 4,000
Debt instrument, redemption price (as a percent)				5.00%
Debt instrument, floor interest rate (as a percent)				85.00%
Debt instrument, floor price, closing stock price, (in dollars per share) | $ / shares				$ 15.00
Prepayment provision cease, daily VWAP consecutive trading days | day				3
Exchange cap (as a percent)	95.00%
Original issuance discount percentage	2.00%
Proceeds from convertible debt	$ 34,300
Debt issuance costs	300
Long-term debt					0		0		0
Amortization of debt issuance costs					0	$ 2,500	0	$ 4,300
Interest expense					$ 0	300	$ 0	700
SEPA Convertible Note
Debt Instrument [Line Items]
Excess proceeds	$ 3,000
Excess proceeds from convertible debentures paid to company (as a percent)	75.00%
Optional redemption on the convertible debentures (as a percent)	25.00%
Threshold for reduction of monthly prepayment in days	30 days
Convertible Notes Payable
Debt Instrument [Line Items]
Interest rate, stated (as a percent)					10.00%		10.00%
Conversion price (in dollars per share) | $ / shares			$ 71.451
Debt instrument redemption (in days)			5 days
Long-term debt					$ 20,000		$ 20,000		20,000
Amortization of debt issuance costs					0	0	0	0
Interest expense					500	$ 500	1,000	$ 1,000
Threshold trading days | day			10
VWAP threshold trading days | day			10
Unamortized debt discounts and issuance costs					$ 56		$ 56		$ 80
Convertible Notes Payable | Securities Purchase Agreement
Debt Instrument [Line Items]
Equity method investment, ownership (as a percent)					19.99%		19.99%

v3.24.2.u1

Equity (Details)				6 Months Ended
	Dec. 06, 2023 $ / shares shares	Jun. 22, 2023 USD ($)	Mar. 23, 2022 USD ($) shares	Jun. 30, 2024 USD ($) vote $ / shares shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares
Class of Stock [Line Items]
Stock authorized (in shares)				1,010,000,000
Common stock, authorized (in shares)	1,000,000,000			1,000,000,000		1,000,000,000
Common stock, par value (in dollars per share) | $ / shares				$ 0.0001		$ 0.0001
Preferred stock, authorized (in shares)				10,000,000		10,000,000
Preferred stock, par value (in dollars per share) | $ / shares				$ 0.0001		$ 0.0001
Number of votes per share | vote				1
Reverse stock split ratio	0.0333
Sale of stock, number of shares issued in transaction (in shares)				5,500	99,566
Debt instrument, redemption, prepayment reduction, period prior to prepayment date		30 days
Sale of stock, consideration received on transaction | $				$ 46,750	$ 924,179
Remaining commitment amount available | $				$ 119,400,000		$ 119,500,000
SEPA Convertible Note
Class of Stock [Line Items]
Excess proceeds | $		$ 3,000,000
Excess proceeds from convertible debentures paid to company (as a percent)		75.00%
Optional redemption on the convertible debentures (as a percent)		25.00%
Standby Equity Purchase Agreement
Class of Stock [Line Items]
Sale of stock, maximum consideration to be received on transaction | $			$ 125,000,000
Sale of stock, number of shares issued in transaction (in shares)			619
Number of days for determining the share price (in days)		3 days
Beneficial ownership limitation (as a percent)		9.99%	4.99%
Public Warrants
Class of Stock [Line Items]
Exercise price (in dollars per share) | $ / shares	$ 345.00
Exercise price of warrants or rights (in dollars per share) | $ / shares	$ 11.50			$ 345.00

v3.24.2.u1

Derivative Instruments (Details) $ / shares in Units, $ in Thousands		6 Months Ended
	Dec. 06, 2023 $ / shares	Jun. 30, 2024 USD ($) day $ / shares shares
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Reverse stock split ratio	0.0333
Threshold consecutive trading days ending on the third day prior to notice of redemption		10 days
Warrant Redemption Scenario One
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Redemption, stock price threshold (in dollars per share)		$ 540.00
Redemption notice period		30 days
Redemption price (in dollars per share)		$ 0.01
Redemption, threshold trading days | day		20
Redemption, threshold consecutive trading days		30 days
Redemption period		30 days
Warrant Redemption Scenario Two
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Redemption, stock price threshold (in dollars per share)		$ 300.00
Redemption notice period		30 days
Redemption price (in dollars per share)		$ 0.10
Reference value (in dollars per share)		$ 540.00
Public Warrants
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of warrants issued (in shares) | shares		18,633,301
Warrant liabilities | $		$ 400
Exercise price of warrants or rights (in dollars per share)	$ 11.50	$ 345.00
Private Placement Warrants
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of warrants issued (in shares) | shares		199,997
Warrant liabilities | $		$ 5

v3.24.2.u1

Share-Based Compensation - Narrative (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	1,837	1,853		1,837		22,512
Aggregate intrinsic value of options exercised	$ 115	$ 141,076	$ 179,000	$ 141,000	$ 180,000
Options, granted (in shares)	0		0	0	0
Stock-based compensation expense	$ 1,634,000		$ 2,054,000	$ 3,640,000	$ 4,066,000
Unamortized stock-based compensation	6,600,000			$ 6,600,000
Unamortized stock-based compensation, weighted average remaining amortization period				2 years 1 month 17 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested in period, intrinsic value	$ 2,120,841	$ 848,522		$ 3,000,000.0
2018 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance (in shares)	0			0
Options outstanding (in shares)	1,837			1,837
Expiration period (in years)				10 years
Vesting period (in years and month)				4 years
2018 Stock Plan | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting (as a percent)				25.00%
2018 Stock Plan | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years and month)				36 months
2021 Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	371,857			371,857

v3.24.2.u1

Stock-Based Compensation - Stock Options Activity (Details) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Options
Options, outstanding beginning balance (in shares)	1,853	22,512		22,512
Options, exercised (in shares)	(16)	(20,659)
Options, outstanding ending balance (in shares)	1,837	1,853		1,837		22,512
Options vested and exercisable (in shares)	1,765			1,765
Weighted Average Fair Value Per Share
Options outstanding beginning balance (in dollars per share)	$ 0.56	$ 0.40		$ 0.40
Options, exercised, weighted average grant date fair value (in dollars per share)	0.64	0.38
Options outstanding ending balance (in dollars per share)	0.56	0.56		0.56		$ 0.40
Options, vested and exercisable, weighted average grant date fair value (in dollars per share)	0.55			0.55
Weighted Average Exercise Price Per Share
Options, outstanding, beginning balance, weighted average exercise price (in dollars per share)	0.63	0.51		0.51
Options, exercised, weighted average exercise price (in dollars per share)	0.46	0.50
Options, outstanding, ending balance, weighted average exercise price (in dollars per share)	0.63	$ 0.63		0.63		$ 0.51
Options, vested and exercisable, weighted average exercise price (in dollars per share)	$ 0.64			$ 0.64
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options outstanding, weighted average remaining years		5 years 9 months 14 days		5 years 6 months 14 days		6 months 18 days
Options, vested and exercisable, weighted average remaining years				5 years 6 months 3 days
Options outstanding, intrinsic value	$ 11,532	$ 17,806		$ 11,532		$ 168,194
Options exercised, intrinsic value	115	$ 141,076	$ 179,000	141,000	$ 180,000
Options, vested and exercisable, intrinsic value	$ 11,071			$ 11,071

v3.24.2.u1

Stock-Based Compensation - RSU activity (Details) - Restricted stock units - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2024
RSUs
Beginning balance, outstanding (in shares)	599,403	603,040	603,040
Granted (in shares)	92,505	95,636
Vested (in shares)	(265,157)	(94,428)
Forfeited (in shares)	(25,055)	(4,845)
Ending balance, outstanding (in shares)	401,696	599,403	401,696
Weighted Average Grant Date Fair Value
Beginning balance, outstanding (in dollars per share)	$ 17.43	$ 18.97	$ 18.97
Granted (in dollars per share)	7.64	9.15
Vested (in dollars per share)	13.83	17.76
Forfeited (in dollars per share)	16.52	21.26
Ending balance, outstanding (in dollars per share)	$ 17.61	$ 17.43	$ 17.61
Weighted Average Fair Value
Beginning balance	$ 6,146,714	$ 4,819,138	$ 4,819,138
Granted	706,702	863,989
Vested	2,120,841	848,522	3,000,000.0
Forfeited	218,566	55,365
Ending balance	$ 2,781,676	$ 6,146,714	$ 2,781,676

v3.24.2.u1

Share-Based Compensation - Recognized Stock-based Compensation Expense Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,634	$ 2,054	$ 3,640	$ 4,066
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	99	137	236	266
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	353	457	815	958
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	170	258	324	525
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,012	$ 1,202	$ 2,265	$ 2,317

v3.24.2.u1

Property and Equipment, net - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 22,924	$ 22,662
Accumulated depreciation	(9,936)	(8,002)
Property and equipment, net	12,988	14,660
Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	7,749	7,629
Finance lease assets
Property, Plant and Equipment [Line Items]
Property and equipment, gross	7,784	7,974
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	173	173
Company vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,397	2,102
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,401	1,401
Computers, software and related equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,128	3,091
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 292	$ 292

v3.24.2.u1

Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 900	$ 400	$ 1,780	$ 1,389

v3.24.2.u1

Commitments and Contingencies (Details) $ in Millions	Jun. 30, 2024 USD ($) vendor
Commitments and Contingencies Disclosure [Abstract]
Non-cancellable purchase commitments, number of vendors | vendor	2
Non-cancellable purchase commitments | $	$ 0.4

v3.24.2.u1

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party | Fitzgerald Manufacturing Partners
Related Party Transaction [Line Items]
Operating lease, cost	$ 0.2	$ 0.2	$ 0.4	$ 0.4

v3.24.2.u1

Income Taxes (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate (as a percent)	(0.04%)	(0.01%)	(0.04%)	(0.01%)

v3.24.2.u1

Net Loss per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands			3 Months Ended		6 Months Ended
		Dec. 06, 2023	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares
Numerator:
Net loss			$ (9,663)	$ (23,578)	$ (20,666)	$ (47,909)
Net loss attributable to common stockholders, basic			(9,663)	(23,578)	(20,666)	(47,909)
Net loss attributable to common stockholders, diluted			$ (9,663)	$ (23,578)	$ (20,666)	$ (47,909)
Denominator:
Weighted average common shares outstanding, basic (in shares) | shares	[1]		7,864	5,700	6,986	5,667
Basic net loss per share (in dollar per share) | $ / shares	[1]		$ (1.23)	$ (4.14)	$ (2.96)	$ (8.45)
Weighted average common shares outstanding, diluted (in shares) | shares	[1]		7,864	5,700	6,986	5,667
Diluted net loss per share (in dollar per share) | $ / shares	[1]		$ (1.23)	$ (4.14)	$ (2.96)	$ (8.45)
Reverse stock split ratio		0.0333
[1] Shares for the three and six months ended June 30, 2023 have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023.

v3.24.2.u1

Net Loss per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) shares in Thousands		3 Months Ended		6 Months Ended
	Dec. 06, 2023	Jun. 30, 2024 shares	Jun. 30, 2023 shares	Jun. 30, 2024 shares	Jun. 30, 2023 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Reverse stock split ratio	0.0333
Contingent earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares that were excluded from the computation of diluted net loss per share (in shares)		547	547	547	547
Common stock underlying public and private warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares that were excluded from the computation of diluted net loss per share (in shares)		628	628	628	628
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares that were excluded from the computation of diluted net loss per share (in shares)		402	722	402	722
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares that were excluded from the computation of diluted net loss per share (in shares)		2	25	2	25
If-converted common stock from convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares that were excluded from the computation of diluted net loss per share (in shares)		280	1,568	280	2,051

v3.24.2.u1

Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 5
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	400
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets	5	$ 2,917
Contingent Earn-out Shares liability	6	39
Total Financial Liabilities	441	434
Fair Value, Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	5	4
Fair Value, Recurring | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	430	391
Fair Value, Recurring | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	5	2,917
Fair Value, Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets	5	2,917
Contingent Earn-out Shares liability	0	0
Total Financial Liabilities	430	391
Fair Value, Recurring | Level 1 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0	0
Fair Value, Recurring | Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	430	391
Fair Value, Recurring | Level 1 | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	5	2,917
Fair Value, Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets	0	0
Contingent Earn-out Shares liability	0	0
Total Financial Liabilities	5	4
Fair Value, Recurring | Level 2 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	5	4
Fair Value, Recurring | Level 2 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0	0
Fair Value, Recurring | Level 2 | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Fair Value, Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Assets	0	0
Contingent Earn-out Shares liability	6	39
Total Financial Liabilities	6	39
Fair Value, Recurring | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0	0
Fair Value, Recurring | Level 3 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	0	0
Fair Value, Recurring | Level 3 | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 0	$ 0

v3.24.2.u1

Fair Value Measurements - Changes in the Fair Value of the Financial Liabilities (Details) - Contingent Earn-Out Shares Liability - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at March 31, 2024	$ 42	$ 39
Recognition of Earn-out RSUs	0	0
Change in fair value during the period	(36)	(33)
Fair value at June 30, 2024	$ 6	$ 6

v3.24.2.u1

Fair Value Measurements - Significant Unobservable Inputs Related To Level 3 Earn-Out Shares Liability (Details) - Level 3	Jun. 30, 2024 $ / shares	Dec. 31, 2023 $ / shares
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out shares, liability, measurement input	6.91	7.98
Stock price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out shares, liability, measurement input	0.80	0.80
Expected term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out shares, liability, measurement input	2.14	2.64
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out shares, liability, measurement input	0.047	0.041

v3.24.2.u1

Subsequent Events (Details) $ in Thousands	Jul. 01, 2024 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Monthly sublease income	$ 35

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