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☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware			82-3100340
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value of $0.00001 per share

FSR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 4, 2022, the registrant had 166,350,671 shares of Class A Common Stock and 132,354,128 shares of Class B Common Stock, par value $0.00001 per share, outstanding.

PART I – FINANCIAL INFORMATION			5
Item 1. Financial Statements.			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			25
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			37
Item 4. Controls and Procedures			38
PART II – OTHER INFORMATION			39
Item 1. Legal Proceedings.			39
Item 1A. Risk Factors.			39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			40
Item 3. Defaults Upon Senior Securities.			40
Item 4. Mine Safety Disclosures			40
Item 5. Other Information.			41
Item 6. Exhibits.			41
SIGNATURE			42

•our ability to grow and manage growth profitably;

•our ability to continue to enter into binding contracts with OEMs or tier-one suppliers in order to execute on our business plan;

•our ability to execute our business model, including market acceptance of our planned products and services;

•our expansion plans and opportunities;

•our expectations regarding future expenditures;

•our ability to raise capital in the future;

•our ability to attract and retain qualified employees and key personnel;

•the possibility that we may be adversely affected by other economic, business or competitive factors;

•changes in applicable laws or regulations;

•the outcome of any known and unknown litigation and regulatory proceedings;

•our ability to maintain the listing of our Class A common stock, par value $0.00001per share ("Class A Common Stock") on the NYSE;

•the possibility that COVID-19, the Russian-Ukraine war or rising inflation may adversely affect the results of our operations, financial position and cash flows; and

•other factors described in this report, including those described in the section entitled “Risk Factors” under Part I, Item 1A of our most recent Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2022, as supplemented by Quarterly Reports on Form 10-Q subsequently filed with the SEC.

We use our website (www.fiskerinc.com) and various social media channels as a means of disclosing information about the company and its products to its customers, investors and the public (e.g., @fiskerinc, @fiskerofficial, #fiskerinc, #henrikfisker and #fisker on Twitter, Facebook, Instagram, YouTube, TikTok and LinkedIn). The information posted on social media channels is not incorporated by reference in this report or in any other report or document we file with the SEC. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about the Company when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website at www.investors.fiskerinc.com. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about the Company when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website at www.investors.fiskerinc.com.

			As of June 30, 2022						As of December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents			$	851,939					$	1,202,439
Prepaid expenses and other current assets			39,611						30,423
Equity investment			5,090						—
Total current assets			896,640						1,232,862
Non-current assets:
Property and equipment, net			177,929						85,643
Intangible assets			244,914						231,525
Right-of-use assets, net			27,350						18,285
Other non-current assets			42,104						24,637
Total non-current assets			492,297						360,090
TOTAL ASSETS			$	1,388,937					$	1,592,952
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	22,590					$	28,143
Accrued expenses			56,827						79,634
Lease liabilities			5,811						4,552
Total current liabilities			85,228						112,329
Non-current liabilities:
Customer deposits			14,450						6,300
Lease liabilities			22,916						14,933
Convertible senior notes			659,973						659,348
Total non-current liabilities			697,339						680,581
Total liabilities			782,567						792,910
COMMITMENTS AND CONTINGENCIES (Note 13)
Stockholders’ equity:
Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of June 30, 2022 and December 31, 2021			—						—
Class A Common stock, $0.00001 par value; 750,000,000 shares authorized; 166,279,680 and 164,377,306 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively			2						2
Class B Common stock, $0.00001 par value; 150,000,000 shares authorized; 132,354,128 shares issued and outstanding as of June 30, 2022 and December 31, 2021			1						1
Additional paid-in capital			1,453,662						1,419,284
Accumulated deficit			(847,295)						(619,245)
Total stockholders’ equity			606,370						800,042
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	1,388,937					$	1,592,952

			Three-Months Ended June 30,												Six-Months Ended June 30,
			2022						2021						2022						2021
Revenue			$	10					$	27					$	22					$	49
Cost of goods sold			8						14						19						31
Gross margin			2						13						3						18
Operating costs and expenses:
General and administrative			17,521						7,908						39,513						13,740
Research and development			71,160						45,245						172,620						72,516
Total operating costs and expenses			88,681						53,153						212,133						86,256
Loss from operations			(88,679)						(53,140)						(212,130)						(86,238)
Other income (expense):
Other income (expense), net			(452)						(89)						(823)						(13)
Interest income			1,353						105						1,618						261
Interest expense			(4,751)						—						(9,134)						—
Change in fair value of derivatives			—						6,814						—						(138,436)
Foreign currency gain (loss)			(3,417)						88						(2,671)						1,361
Unrealized loss recognized on equity securities			(10,030)						—						(4,910)						—
Total other income (expense)			(17,297)						6,918						(15,920)						(136,827)
Net loss			$	(105,976)					$	(46,222)					$	(228,050)					$	(223,065)
Net loss per common share
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted			(0.36)						$	(0.16)					(0.77)						$	(0.78)
Weighted average shares outstanding
Weighted average Class A and Class B Common shares outstanding- Basic and Diluted			298,269,801						295,275,773						297,558,618						287,589,053

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Accumulated Deficit						Stockholders’ Deficit
Three Months Ended June 30, 2022			Shares						Amount						Shares						Amount
Balance at March 31, 2022			164,836,936						$	2					132,354,128						$	1					$	1,431,342					$	(741,319)					$	690,026
Stock-based compensation			—						—						—						—						1,195						—						$	1,195
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings			54,593						—						—						—						216						—						$	216
Recognition of Magna warrants			—						—						—						—						6,694						—						$	6,694
Shares issued under "At-the-market" offering, net of stock issuance costs			1,388,151						—						—						—						14,215						—						$	14,215
Net Loss			—						—						—						—						—						(105,976)						$	(105,976)
Balance at June 30, 2022			166,279,680						$	2					132,354,128						$	1					$	1,453,662					$	(847,295)					$	606,370

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Accumulated Deficit						Stockholders’ Deficit
Six Months Ended June 30, 2022			Shares						Amount						Shares						Amount
Balance at December 31, 2021			164,377,306						$	2					132,354,128						$	1					$	1,419,284					$	(619,245)					$	800,042
Stock-based compensation			—						—						—						—						6,260						—						6,260
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings			514,223						—						—						—						514						—						514
Recognition of Magna warrants			—						—						—						—						13,389						—						13,389
Shares issued under "At-the-market" offering, net of stock issuance costs			1,388,151						—						—						—						14,215						—						14,215
Net Loss			—						—						—						—						—						(228,050)						(228,050)
Balance at June 30, 2022			166,279,680						$	2					132,354,128						$	1					$	1,453,662					$	(847,295)					$	606,370

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Receivable For Warrant Exercises						Accumulated Deficit						Stockholders’ Deficit
Three Months Ended June 30, 2021			Shares						Amount						Shares						Amount
Balance at March 31, 2021			161,207,423						$	2					132,354,128						$	1					$	1,397,451					$	(389)					$	(324,747)					$	1,072,318
Stock-based compensation			—						—						—						—						2,218						—						—						2,218
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings			827,622						—						—						—						(194)						5						—						(189)
Exercise of warrants			3,611,226						—						—						—						24,062						362						—						24,424
Shares surrendered upon exercise of warrants			(1,934,370)						—						—						—						—						—						—						—
Stock issuance costs and redemption of unexercised warrants			—						—						—						—						(22)						22						—						—
Recognition of Magna warrants			—						—						—						—						58,041						—						—						58,041
Net loss			—						—						—						—						—						—						(46,222)						(46,222)
Balance at June 30, 2021			163,711,901						$	2					132,354,128						$	1					$	1,481,556					$	—					$	(370,969)					$	1,110,590

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Receivable For Warrant Exercises						Accumulated Deficit						Stockholders’ Deficit
Six Months Ended June 30, 2021			Shares						Amount						Shares						Amount
Balance at December 31, 2020			144,912,362						$	1					132,354,128						$	1					$	1,055,128					$	(96)					$	(147,904)					$	907,130
Stock-based compensation			—						—						—						—						3,035						—						—						3,035
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings			991,019						—						—						—						(88)						—						—						(88)
Exercise of warrants			27,751,587						1						—						—						365,462						74						—						365,537
Shares surrendered upon exercise of warrants			(9,943,067)						—						—						—						—						—						—						—
Stock issuance costs and redemption of unexercised warrants			—						—						—						—						(22)						22						—						—
Recognition of Magmna warrants			—						—						—						—						58,041						—						—						58,041
Net loss			—						—						—						—						—						—						(223,065)						(223,065)
Balance at June 30, 2021			163,711,901						$	2					132,354,128						$	1					$	1,481,556					$	—					$	(370,969)					$	1,110,590

			Six Months Ended June 30,
			2022						2021
Cash Flows from Operating Activities:
Net loss			$	(228,050)					$	(223,065)
Reconciliation of net loss to net cash used in operating activities:
Stock-based compensation			6,260						3,035
Depreciation			584						233
Amortization of right-of-use asset			2,043						794
Accretion of debt issuance costs			625						—
Change in fair value of derivative liabilities			—						138,436
Unrealized loss recognized on equity securities			4,910						—
Unrealized foreign currency loss			4,078						—
Changes in operating assets and liabilities:
Prepaid expenses and other assets			(26,655)						(13,773)
Accounts payable and accrued expenses			(25,547)						36,790
Customer deposits			8,150						1,296
Change in operating lease liability			(1,866)						(673)
Net cash used in operating activities			(255,468)						(56,927)
Cash Flows from Investing Activities:
Acquisition of equity investment			(10,000)						—
Purchases of property and equipment and intangible asset			(99,911)						(65,990)
Net cash used in investing activities			(109,911)						(65,990)
Cash Flows from Financing Activities:
Proceeds from the exercise of warrants			—						89,023
Payment for stock issuance costs and redemption of unexercised warrants			(353)						(22)
Proceeds from the exercise of stock options			2,079						5,124
Payments for statutory withholding taxes			(1,415)						—
Proceeds from stock issuance under "At-the-market" offering			14,568						—
Net cash provided by financing activities			14,879						94,125
Net decrease in cash and cash equivalents			(350,500)						(28,792)
Cash and cash equivalents, beginning of the period			1,202,439						991,158
Cash and cash equivalents, end of the period			$	851,939					$	962,366
Supplemental disclosure of cash flow information
Cash paid for interest			9,642						$	—

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months from the date of filing this report. As of June 30, 2022, the Company had approximately $852 million in cash and cash equivalents. The Company believes that its cash on hand will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of the filing of this Form 10-Q.

Since inception, the Company has yet to generate any revenue from its core business operations and has incurred significant accumulated losses of approximately $847 million. The Company expects to continue to incur significant operating losses for the foreseeable future. The Company expects its capital expenditures and working capital requirements to increase substantially in the second half of 2022 and beyond, as it progresses toward production of the Fisker Ocean EV model, develop its customer support and marketing infrastructure and expand its research and development efforts. The Company may, however, need additional cash resources, including proceeds up to $335 million from the sale of Class A common stock under its at-the-market equity program, to fund its operations until it commences serial production levels of the Fisker Ocean and achieves a level of production and sales that provide for operating profitability. To the extent that Fisker’s current resources are insufficient to satisfy its cash requirements, the Company may need to seek additional equity or debt financing and there can be no assurance that the Company will be successful in its efforts. If the financing is not available, or if the terms of financing are less desirable than the Company expects, the Company may be forced to decrease its planned level of investment in product development or scale back its operations, which could have an adverse impact on its business and financial prospects.

The Company follows the accounting guidance in ASC 820 Fair Value Measurement ("ASC 820"), for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as 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 at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

In December 2020, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. This guidance had no effect on the Company’s condensed consolidated financial statements upon adoption in 2022.

In June 2021, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The ASU also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. The ASU amends the diluted earnings per share guidance, including the requirement to use if-converted method for all convertible instruments and an update for instruments that can be settled in either cash or shares. We early adopted ASU 2020-06 effective on January 1, 2021 applying the modified retrospective method. Since the Company does not have any financial instruments as of January 1, 2021 within the scope of ASU 2020-06, early adoption had no effect on the Company’s condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. This ASU also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The new guidance is effective for non-public companies, and public business entities that meet the definition of a Smaller Reporting Company as defined by the Securities and Exchange Commission (SEC), for interim and annual periods beginning after December 15, 2022. On December 31, 2021, the Company became a large accelerated filer, as defined by the SEC, and, as a result, adopted this guidance effective January 1, 2021, which did not have a material impact on the Company's consolidated financial statements.

			Fair Value Measured as of June 30, 2022:
			Level 1						Level 2						Level 3						Total
Assets included in:
Money market funds included in cash and cash equivalents			$	700,237					$	—					$	—					$	700,237
Equity investment			$	5,090					$	—					$	—					$	5,090
Total fair value			$	705,327					$	—					$	—					$	705,327

			Fair Value Measured as of December 31, 2021:
			Level 1						Level 2						Level 3						Total
Assets included in:
Money market funds included in cash and cash equivalents			$	1,191,079					$	—					$	—					$	1,191,079
Total fair value			$	1,191,079					$	—					$	—					$	1,191,079

			As of June 30, 2022
			Amortization Period						Gross Carrying Amount						Accumulated Amortization						Net
Capitalized cost - manufacturing			8 years						$	244,914					$	—					$	244,914
									$	244,914					$	—					$	244,914

			As of December 31, 2021
			Amortization Period						Gross Carrying Amount						Accumulated Amortization						Net
Capitalized cost - manufacturing			8 years						$	231,525					$	—					$	231,525
									$	231,525					$	—					$	231,525

			June 30, 2022						December 31, 2021
Machinery and equipment			$	1,242					$	1,174
Furniture and fixtures			450						307
IT hardware and software			3,544						3,778
Leasehold improvements			90						20
Construction in progress			174,267						81,160
Total property and equipment			179,593						86,439
Less: Accumulated depreciation and amortization			(1,664)						(796)
Property and equipment, net			$	177,929					$	85,643

As of June 30, 2022, accounts payable and accrued expenses includes acquired property and equipment of $28.4 million compared to $35.4 million as of December 31, 2021, which is excluded from net cash used in investing activities as reported in the condensed consolidated statement of cash flows for the six-months ended June 30, 2022.

			June 30, 2022						December 31, 2021
Accrued vendor liabilities			$	46,435					$	67,293
Accrued payroll			2,756						1,989
Accrued professional fees			2,550						3,579
Accrued interest			4,867						6,165
Accrued other			219						608
Total accrued expenses			$	56,827					$	79,634

			June 30, 2022						December 31, 2021
Customer reservation deposits			$	13,696					$	5,546
Customer SUV option			754						754
Total customer deposits			$	14,450					$	6,300

•during any calendar quarter commencing after the calendar quarter ending on September 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20

•during the five-business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2026 Notes on such trading day;

•if we call such 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or

•on the occurrence of specified corporate events.

Principal			$	667,500
Unamortized debt issuance costs			(7,527)
Net carrying amount			$	659,973

Interest expense related to the amortization of debt issuance costs for the three and six-months ended June 30, 2022 was $0.4 million and $0.6 million, respectively. Contractual interest expense for the three and six-months ended June 30, 2022 was $4.1 million and $8.2 million, respectively.

During March 2021, the 9,360,000 warrants to purchase Common Stock that were originally issued under the Warrant Agreement in a private placement simultaneously with the IPO were exercised by the Company’s former sponsor on a cashless basis for 4,907,329 shares of Common Stock (4,452,671 shares of Common Stock surrendered) and are no longer outstanding. During the six-months ended June 30, 2021, the Company received cash proceeds of $89 million upon the exercise of 7,733,400 Public Warrants immediately prior to the announcement to redeem the Public Warrants. Cashless exercises of public and private warrants increased additional paid-in capital by $24 million and $277 million, respectively, for the three and six-months ended June 30, 2021.

Milestone						Percentage of Warrants that Vest Upon Achievement						Number of Warrants that Vest Upon Achievement
(a) (i) Achievement of the “preliminary production specification” gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement						33.3		%				6,484,993
(b) (i) Achievement of the “target agreement” gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing Agreement						33.3		%				6,484,993
(c) Start of pre-serial production						33.4		%				6,504,468
												19,474,454

cost of $13.4 million associated with services rendered increased capitalized cost - manufacturing to $244.9 million as of June 30, 2022. Because there are multiple milestones to achieve, the intangible asset is under development and will be complete when start of pre-serial production begins. The Company will amortize the aggregate capitalized cost in a systematic and rational manner. Throughout its useful life, including the period of time before completion, the Company will assess the intangible asset for impairment. If an indicator of impairment exists, the undiscounted cash flows will be estimated and then if the carrying amount of the intangible asset is not recoverable, determine its fair value and record an impairment loss. At June 30, 2022, no indicators of impairment exists.

The fair value of each warrant is equal to the intrinsic value (e.g., stock price on grant date less exercise price) as the exercise price is $0.01. The terms of the warrant agreement require net settlement when exercised. Using the measurement date stock price of $8.96 for a share of Class A common stock, the warrant fair values for each tranche is shown below. Capitalized cost also results in an increase to additional paid in capital equal to the fair value of the vested warrants. Awards vest when a milestone if met. Magna has 12,969,986 vested and exercisable warrants to acquire underlying Class A common stock of Fisker as of June 30, 2022, none of which are exercised.

			Fair value						Capitalized at June 30, 2022
Milestone (a)			$	58,041					$	58,041
Milestone (b)			58,041						58,041
Milestone (c)			58,215						44,826
			$	174,297					$	160,908

In May, 2022, we entered into an at-the-market distribution agreement, dated May 24, 2022 with J.P. Morgan Securities LLC and Cowen and Company, LLC as the sales agents (the "Distribution Agreement"), pursuant to which the Company established an at-the-market equity program (the “ATM Program”). Pursuant to the ATM Program, Fisker may, at its discretion and from time to time during the term of the Distribution Agreement, sell, through the Agents, shares of its Class A Common Stock, par value $0.00001 (the “Class A Common Stock”) as would result in aggregate gross proceeds to the Company of up to $350 million by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made directly on the New York Stock Exchange, on any other existing trading market for the Class A Common Stock or to or through a market maker. In addition, the sales agents may also sell the shares of Class A Common Stock by any other method permitted by law, including, but not limited to, negotiated transactions. The Class A Common Stock sold under the ATM Program is registered with the SEC under the Company's effective shelf registration statement that permits the Company to issue various securities for proceeds of up to $2.0 billion. The Company issued 1,388,157 shares of Class A common stock during the three-months ended June 30, 2022 for gross proceeds of $14.9 million, before $0.4 million of commissions and other direct incremental issuance costs, and, as of June 30, 2022, $335 million of Class A Common Stock is available for sale under the ATM Program. As of June 30, 2022, the Company may issue securities in the future for up to $1.65 billion under its shelf-registration statement, subject to customary underwriting and due diligence procedures.

			Three-months Ended June 30,
			2022						2021
Numerator:
Net loss			$	(105,976)					$	(46,222)
Denominator:
Weighted average Class A common shares outstanding			165,915,673						162,921,645
Weighted average Class B common shares outstanding			132,354,128						132,354,128
Weighted average Class A and Class B common shares outstanding- Basic and Diluted			298,269,801						295,275,773
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted			$	(0.36)					$	(0.16)

			Six Months Ended June 30,
			2022						2021
Numerator:
Net loss			$	(228,050)					$	(223,065)
Denominator:
Weighted average Class A common shares outstanding			165,204,490						155,234,925
Weighted average Class B common shares outstanding			132,354,128						132,354,128
Weighted average Class A and Class B common shares outstanding- Basic and Diluted			297,558,618						287,589,053
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted			$	(0.77)					$	(0.78)

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:

			As of June 30,
			2022						2021
Convertible senior notes			33,891,845						—
Stock options and warrants			30,561,179						31,185,282
Total			64,453,024						31,185,282

Stock-based compensation expense is as follows (in thousands):

			Three-months Ended June 30,
			2022						2021
General and administrative expense			$	418					$	444
Research and development			777						1,774
Total			$	1,195					$	2,218

			Six-months Ended June 30,
			2022						2021
General and administrative expense			$	2,191					$	617
Research and development			4,069						2,418
Total			6,260						3,035

The following table summarizes option activity under the Plan:

			Options						Weighted Average Exercise Price						Weighted Average Contractual Term (in Years)
Balance as of December 31, 2021			17,695,560						1.44						5.6
Granted			261,300						11.87
Exercised			(144,313)						2.65
Forfeited			(221,354)						11.50
Balance as of June 30, 2022			17,591,193						1.46						5.2

			Six-months Ended June 30, 2022
Expected term (in years)			6.3
Volatility			79.7% to 81.4%
Dividend yield			0.0%
Risk-free interest rate			2.82% to 3.26%
Common stock price			$9.03 to $12.24

			RSU Awards						Weighted Average Grant Date Fair Value
Unvested as of December 31, 2021			17,174						$	13.47
Awarded			372,484						10.67
Vested			(376,890)						11.38
Forfeited			(1,016)						11.46
Unvested as of June 30, 2022			11,752						$	12.72

On March 8, 2021, the Company appointed Mitchell Zuklie to its Board of Directors . Mr. Zuklie is the chairman of the law firm of Orrick, Herrington & Sutcliff LLP (‘‘Orrick’’), which provides various legal services to the Company. During the three-months ended June 30, 2022 and 2021, the Company incurred expenses for legal services rendered by Orrick totaling approximately $1.4 million and $0.3 million, respectively, and $3.1 million and $0.4 million for the six-months ended June 30, 2022 and 2021, respectively.

Fisker currently anticipates commencing production of the Fisker Ocean on November 17, 2022, with initial customer deliveries in late 2022 at the. In July 2022, Fisker began accepting deposits for up to 5,000 pre-orders of the launch edition Fisker Ocean One, which required $5,000, or approximate local currency equivalent, down payments. All 5,000 Ocean One preorders are sold out with a deposit of $5,000 each. As of August 1, 2022, we have over 56,000 reservations and pre-orders that include 5,000 Fisker Ocean One pre-orders including 1,600 fleet reservations, after accounting for about 6,819 customers who have canceled over time. Fisker PEAR reservations are over 4,000.

compensation expenses (refer to non-GAAP financial measure discussed below), in the year ended December 31, 2022 to be in the range of $330.0-$380.0 million as compared to $286.9 million in the year ended December 31, 2021.

			Three-Months Ended June 30,
			2022						2021						$ Change						% Change
			(dollar amounts in thousands)
Revenue			$	10					27						$	(17)					(63)		%
Cost of goods sold			8						14						(6)						(43)		%
Gross Margin			2						13						(11)						(85)		%
Operating costs and expenses:
General and administrative			17,521						$	7,908					9,613						122		%
Research and development			71,160						45,245						25,915						57		%
Total operating costs and expenses			88,681						53,153						35,528						67		%
Loss from operations			(88,679)						(53,140)						(35,539)						67		%
Other income (expense):
Other income (expense)			(452)						(89)						(363)						408		%
Interest income			1,353						105						1,248						n.m.
Interest expense			(4,751)						—						(4,751)						n.m.
Change in fair value of derivatives			—						6,814						(6,814)						(100)		%
Foreign currency gain/(loss)			(3,417)						88						(3,505)						n.m.
Unrealized loss recognized on equity securities			(10,030)						—						(10,030)						n.m.
Total other income (expense)			(17,297)						6,918						(24,215)						(350)		%
Net Loss			$	(105,976)					$	(46,222)					$	(59,754)					129		%

In 2021, Fisker launched its merchandise “Fisker Edition” where it sells direct to consumers Fisker branded apparel and goods. Sales of branded apparel and goods totaled $10 thousand with related costs of goods sold of $8 thousand resulting in a gross profit of $2.0 thousand during the three month period. Merchandise sales are ancillary revenues that will continue in the future but are not expected to constitute a significant portion of operations once Fisker commences production and commercialization of its vehicles.

General and administrative expenses increased by $9.6 million or 122% from $7.9 million during the three months ended June 30, 2021 to $17.5 million during the three month ended June 30, 2022, primarily due to increased salaried employee headcount, improved benefits in line with our human capital and ESG goals designed to offer potential employees competitive compensation packages, professional fees and marketing and advertising. Professional fees expense was approximately $3.8 million for the second quarter of 2022 compared to approximately $1.5 million for the same period in 2021. Marketing and advertising efforts resulted in expense of $1.0 million for the second quarter of 2022 compared to minimal efforts in the corresponding second quarter of 2021 as the Company implemented its marketing strategies in the fourth quarter of 2021. General and administrative expenses includes stock-based compensation expense of $0.4 million for each of the three-months ended June 30, 2022 and 2021, respectively. General and administrative expenses will increase during the remainder of the 2022 fiscal year as the Company continues to increase its workforce, engage with advisors to establish global strategies for direct and indirect taxes, and planning for entity-wide changes in its IT systems. Overall, total headcount for the Company increased to 530 employees as of August 1, 2022, compared to 327 employees as of December 31, 2021.

Research and development expenses increased by approximately $25.9 million or 57% from $45.2 million during the three months ended June 30, 2021, to $71.2 million during the three months ended June 30, 2022. The increase primarily relates to higher headcount and achievement of key milestones in engineering and development of the design of components as the Company moves towards the start of production. In the second quarter of 2022, we continued the development phase of our prototype Fisker Oceans, which includes the purchase and expense of $18.7 million of prototype parts, and testing and validation. The second quarter of 2022 reflects higher research and development expenses as our last major design milestones were met and the Company prepares for start of production. Reductions in research and development efforts for the Fisker Ocean over the remainder of 2022 are expected to be offset by increases in the development efforts associated with the Fisker PEAR. Research and development expenses includes stock-based compensation expense of $0.8 million and $1.8 million for the three-months ended June 30, 2022 and 2021, respectively.

Interest expense amounted to $4.8 million during the three months ended June 30, 2022 due to the sale, in August 2021, of $667.5 million principal amount of 2.50% convertible senior notes. No interest expense was recognized during the three-months ended June 30, 2021. Interest expense in the subsequent three-month periods throughout calendar year 2022 will approximate $4.5 million, including accretion of debt issuance costs.

During three-months ended June 30, 2021, the Company’s public and private warrants were outstanding resulting in a non-cash fair value adjustment of $6.8 million. No gain or loss was recognized during the three-months ended June 30, 2022. The public and private warrants were exercised or redeemed and no longer outstanding by the end of the second quarter of 2021.

The Company recorded foreign currency loss of $3.4 million during the three-months ended June 30, 2022, compared to gains of $0.1 million during the three-months ended June 30, 2021, due to remeasurement losses on Euro-denominated monetary assets caused by weakening Euro currency rates. For the remainder of 2022, we expect EUR denominated transactions associated with our foreign operations and services provided by suppliers will increase and will subject Fisker to greater fluctuation in realized gain and losses from foreign currencies.

Unrealized Gains Recognized on Equity Securities

Unrealized losses recognized on equity securities still held as of June 30, 2022 totaled $10.0 million for the three-months ended June 30, 2022.

Net loss was $106.0 million during the three-months ended June 30, 2022, an increase of approximately $59.8 million from a net loss of $46.2 million during the three-months ended June 30, 2021, for the reasons discussed above.

			Six-Months Ended June 30,
			2022						2021						$ Change						% Change
			(dollar amounts in thousands)
Revenue			$	22					$	49					(27)						(55)		%
Cost of goods sold			19						31						(12)						(39)		%
Gross Margin			3						18						(15)						(83)		%
Operating costs and expenses:
General and administrative			39,513						13,740						25,773						188		%
Research and development			172,620						72,516						100,104						138		%
Total operating costs and expenses			212,133						86,256						125,877						146		%
Loss from operations			(212,130)						(86,238)						(125,892)						146		%
Other income (expense):
Other income (expense)			(823)						(13)						(810)						n.m.
Interest income			1,618						261						1,357						520		%
Interest expense			(9,134)						—						(9,134)						n.m.
Change in fair value of derivatives			—						(138,436)						138,436						(100)		%
Foreign currency gain/(loss)			(2,671)						1,361						(4,032)						(296)		%
Unrealized loss recognized on equity securities			(4,910)						—						(4,910)						n.m.
Total other income (expense)			(15,920)						(136,827)						120,907						(88)		%
Net Loss			$	(228,050)					$	(223,065)					(4,985)						2		%

In 2021, Fisker launched its merchandise “Fisker Edition” where it sells direct to consumers Fisker branded apparel and goods. Sales of branded apparel and goods totaled $22 thousand with related costs of goods sold of $19 thousand resulting in a gross profit of $3.0 thousand during the six-month period. Merchandise sales are ancillary revenues that will continue in the future but are not expected to constitute a significant portion of operations once Fisker commences production and commercialization of its vehicles.

General and administrative expenses increased by $25.8 million or 188% from $13.7 million during the six-months ended June 30, 2021 to $39.5 million during the six-months ended June 30, 2022, primarily due to increased salaried employee headcount, improved benefits in line with our human capital and ESG goals designed to offer potential employees competitive compensation packages, and stock based compensation. Professional fees expense was approximately $9.5 million for the first half of 2022 compared to approximately $3.2 million for the same period in 2021. Marketing and advertising efforts resulted in expense of approximately $5.7 million for the first half of 2022 compared to minimal efforts in the corresponding first half of 2021 as the Company implemented its marketing strategies in the fourth quarter of 2021. General and administrative expenses includes stock-based compensation expense of $6.3 million and $3.0 million for the six-months ended June 30, 2022 and 2021, respectively.

Research and development expenses increased by $100.1 million or 138% from $72.5 million during the six-months ended June 30, 2021, to $172.6 million during the six-months ended June 30, 2022. The increase primarily relates to higher headcount and achievement of key milestones in engineering and development of the design of components as the Company moves towards the start of production. In the first half of 2022, we continued the development phase of our prototype Fisker Oceans, which includes the purchase and expense of $58.1 million of prototype parts, and testing and validation. The first half of 2022 reflects higher research and development expenses as our last major design milestones were met and the Company prepares for start of production. Research and development expenses includes stock-based compensation expense of $4.1 million and $2.4 million for the six-months ended June 30, 2022 and 2021, respectively.

Interest expense amounted to $9.1 million during the six-months ended June 30, 2022 due to the sale, in August 2021, of $667.5 million principal amount of 2.50% convertible senior notes. No interest expense was recognized during the six-months ended June 30, 2021. Interest expense in the subsequent six-month periods throughout calendar year 2022 will approximate $4.5 million, including accretion of debt issuance costs.

The Company recorded foreign currency losses of $2.7 million during the six-months ended June 30, 2022, compared to gains of $1.4 million during the six-months ended June 30, 2021, due to remeasurement losses on Euro-denominated monetary assets, including Euros purchases, caused by weakening Euro currency rates. For the remainder of 2022, we expect EUR denominated transactions associated with our foreign operations and services provided by suppliers will increase and will subject Fisker to greater fluctuation in realized gain and losses from foreign currencies.

Net loss was $228.1 million during the six-months ended June 30, 2022, a increase of approximately $5.0 million from a net loss of $223.1 million during the six-months ended June 30, 2021, for the reasons discussed above.

			Six Months Ended June 30,
			2022						2021
			( in thousands)
Net cash used in operating activities			$	(255,468)					$	(56,927)
Net cash used in investing activities			(109,911)						(65,990)
Net cash provided by financing activities			$	14,879					$	94,125

Fisker’s net cash flows used in operating activities to date have been primarily comprised of costs related to research and development, payroll and other general and administrative activities. As Fisker continues to accelerate hiring in line with development and production of the Ocean, Fisker expects its cash used in operating activities to increase significantly before it starts to generate any material cash flows from its business. Lease commitments as of June 30, 2022, will result in cash payments of $5.1 million for the remainder of 2022, and $10.6 million for 2023, and $48.0 million for 2024 and thereafter. Structural improvements are required before Fisker can use its Fisker Lounges in the U.S. and Europe for its intended purposes. The timing for completion of the structural improvements is expected in the second half of 2022. During the second quarter of 2022, Fisker entered into a lease for commercial space dedicated to powertrain and battery research and development, which will be customized for Fisker's use. In total, Fisker is projecting to use cash in excess of $435 million for combined SG&A and R&D activities during 2022.

Through June 30, 2022, Fisker has financed its operations primarily through the sale of equity securities and convertible senior notes.

Net cash from financing activities was $14.9 million during the six-months ended June 30, 2022, which was primarily due to the proceeds from the issuance of the ATM equity program of $14.6 million as well as aggregate proceeds from the exercise of stock options and collection of related statutory withholding taxes of $2.1 million. Net cash from financing activities was $94.1 million during the six-months ended June 30, 2021 reflecting the proceeds of $89.0 million from public warrant holders who exercised 7,733,400 warrants to acquire a corresponding equal number of Class A common stock.

			Three-Months Ended June 30,
			2022						2021
GAAP Loss from operations			(88,679)						(53,140)
Add: stock based compensation			$	1,195					$	2,218
Non-GAAP Adjusted loss from operations			$	(87,484)					$	(50,922)

			Six Months Ended June 30,
			2022						2021
GAAP Loss from operations			(212,130)						(86,238)
Add: stock based compensation			6,260						3,035
Non-GAAP Adjusted loss from operations			$	(205,870)					$	(83,203)

In addition to the information set forth below and other information contained elsewhere in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our most recent Annual Report filed on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 28, 2022, which could materially affect our business, financial condition or future results.

Incorporated by Reference

Exhibit No.

Exhibit Title

Form

File No.

Exhibit No.

Filing Date

Filed or Furnished Herewith

1.1

Distribution Agreement, dated as of May 24, 2022, between Fisker Inc., J.P. Morgan Securities LLC and Cowen and Company, LLC

8-K

001-38625

1.1

5/24/2022

31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act

X

31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act

X

32.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

32.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

101.INS

XBRL Instance Document.

X

101.SCH

XBRL Taxonomy Extension Schema Document.

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

X

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

X

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

X

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

X

104

Coverpage Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

X

			FISKER INC.
			By:			/s/ Dr. Geeta Gupta-Fisker
			Name:			Dr. Geeta Gupta-Fisker
			Title:			Chief Financial Officer and Chief Operating Officer