0001819394-24-000073 | 10-K/A | XBRL Viewer

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STOCK PLAN - Earn-out Shares Activity (Details) - $ / shares		12 Months Ended
	Jan. 18, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earn-out shares
Share-based Compensation Arrangement by Share-based Payment Award, Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)		0	4,700,000	0
Granted (in shares)			13,000	5,112,000
Forfeited (in shares)			(61,000)	(412,000)
Ending balance (in shares)			0	4,700,000
Weighted-Average Grant Date Fair Value
Outstanding, beginning, weighted-average grant date fair value (in dollars per share)		$ 0	$ 12.64	$ 0
Granted (in dollars per share)			20.13	12.63
Forfeited (in dollars per share)			13.07	12.58
Outstanding, ending, weighted-average grant date fair value (in dollars per share)			$ 0	$ 12.64
Earn-out shares issued		2,000,000
Unvested RSUs
Weighted-Average Grant Date Fair Value
Earn-out shares issued	2,700,000

ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands			12 Months Ended			24 Months Ended
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands	Jun. 10, 2022	Jan. 05, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023
Business Acquisition [Line Items]
Acquisition related cost			$ 0	$ 1,600	$ 900
VHT Inc
Business Acquisition [Line Items]
Purchase agreement, all cash purchase price	$ 23,000
Acquisition related cost	$ 22,700
Enview, Inc.
Business Acquisition [Line Items]
Acquisition related cost		$ 64,300				$ 64,324

EMPLOYEE BENEFITS PLANS	12 Months Ended
EMPLOYEE BENEFITS PLANS	Dec. 31, 2023
Retirement Benefits [Abstract]
EMPLOYEE BENEFITS PLANS	EMPLOYEE BENEFITS PLANS The Company contributes to a defined contribution pension plan for eligible employees in the U.K. Pension plan benefits are based primarily on participants’ compensation and years of service credited as specified under the terms of the plan. The Company made $0.4 million, $0.4 million and $0.3 million matching contributions to the U.K. pension plan for the year ended December 31, 2023, 2022, and 2021.

- Definition

The entire disclosure for retirement benefits.

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+ Details

BALANCE SHEET COMPONENTS - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Accrued compensation	$ 4,362	$ 5,609
Tax payable	1,107	1,669
ESPP contribution	243	341
Current unpaid acquisition consideration	0	6,109
Short-term operating lease liabilities	1,277	1,267
Accrued loss on firm inventory purchase commitments	36	3,991
Other current liabilities	6,329	4,930
Total accrued expenses and other current liabilities	$ 13,354	$ 23,916

ACQUISITIONS - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands	Jun. 10, 2022	Jan. 05, 2022
Customer Relationships \| VHT Inc
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 6,900
Weighted Average Life (in years)	10 years
Developed technology \| Enview, Inc.
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 5,400
Weighted Average Life (in years)		5 years

BALANCE SHEET COMPONENTS - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance—beginning of period	$ (1,212)	$ (291)	$ (799)
Increase in reserves	(601)	(1,245)	(222)
Write-offs	658	324	730
Balance—end of period	$ (1,155)	$ (1,212)	$ (291)

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net loss	$ (199,077)	$ (111,339)	$ (338,060)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

COMMITMENTS AND CONTINGENCIES - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 1,306
2025	207
2026	0
Thereafter	0
Total	1,513
Less: imputed interest	(30)
Present value of operating lease liabilities	1,483
Current portion of operating lease liabilities	1,277
Long-term operating lease liabilities	$ 206
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives (Details)	Dec. 31, 2023
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	3 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	7 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	3 years
Capitalized software and development costs
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	3 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	10 years

REVERSE RECAPITALIZATION (Tables)

12 Months Ended

Dec. 31, 2023

Reverse Recapitalization [Abstract]

Schedule of Common Stock Issued Immediately Following Consummation of the Merger

The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows (shares are in thousands):


			Shares
Legacy Matterport Stockholders(1)			169,425
Public Stockholders of Gores			34,406
Initial Stockholders (defined below) of Class F Common Stock(2)			8,625
PIPE Investors(3)			29,500
Total			241,956

(1) Excludes 23,460,000 shares of Class A common stock issuable in earn-out arrangement as they are not issuable until 180 days after the Closing and are contingently issuable based upon the triggering events that have not yet been achieved.

(2) Represents shares of Class A common stock issued into which shares of Class F common stock, par value of $0.0001 per share, of the Company were converted upon the consummation of the Merger. Excludes 4,079,000 shares of Class A common stock purchased under the Sponsor Subscription Agreement and excludes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE. Gores Holdings VI Sponsor, LLC, a Delaware limited liability company, Mr. Randall Bort, Ms. Elizabeth Marcellino and Ms. Nancy Tellem, Gores’ independent directors, are collectively noted as “Initial Stockholders.”

(3) Includes the Initial Stockholders’ ownership of 4,079,000 shares of Class A common stock purchased under the Sponsor Subscription Agreement and includes 15,000 shares of Class A common stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE.

STOCK PLAN - Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation, net of amounts capitalized	$ 118,775	$ 148,490	$ 100,605
Capitalized stock-based compensation	9,695	14,114	3,632
Total stock-based compensation	128,470	162,604	104,237
Costs of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation, net of amounts capitalized	3,281	5,406	3,083
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation, net of amounts capitalized	26,897	34,980	25,691
Selling, general, and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation, net of amounts capitalized	$ 88,597	$ 108,104	$ 71,831

REDEEMABLE CONVERTIBLE PREFERRED STOCK	12 Months Ended
REDEEMABLE CONVERTIBLE PREFERRED STOCK	Dec. 31, 2023
Temporary Equity Disclosure [Abstract]
REDEEMABLE CONVERTIBLE PREFERRED STOCK	REDEEMABLE CONVERTIBLE PREFERRED STOCK Upon the Closing on July 22, 2021, all issued and outstanding shares of Legacy Matterport redeemable convertible preferred stock was cancelled and converted into the right to receive an aggregate 126,460,926 shares of Matterport Class A common stock. A total of $164.5 million redeemable convertible preferred stock was reclassified into common stock and additional paid-in capital on the consolidated balance sheet.

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Loss before Income Taxes

The components of the net loss before income taxes, determined by jurisdiction, for the years ended December 31, 2023, 2022, and 2021, were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
United States	$	(200,077)	$	(111,748)	$	(339,094)
Foreign	1,184		1,652		817
Loss before income taxes	$	(198,893)	$	(110,096)	$	(338,277)

Schedule of Provision (Benefit) for Income Taxes

The provision (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021 were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Current
United States	$	—	$	—	$	22
International	305		1,192		146
Total current tax expense	305		1,192		168
United States	—		(323)		—
International	(121)		374		(385)
Total deferred tax expense	(121)		51		(385)
Total tax expense	$	184	$	1,243	$	(217)

Schedule of Deferred Tax Assets

The components of the deferred tax assets for the years ended December 31, 2023 and 2022 consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	88,829	$	71,405
Research and development credits carryforward	12,919		10,382
Accruals	1,545		2,100
Other	2,262		1,343
Interest expense carryforward	—		315
Fixed assets	60		85
Stock-based compensation	3,657		13,880
Capitalized research and development costs	28,111		19,671
Total deferred tax assets	$	137,383	$	119,181
Less: valuation allowance	(127,171)		(109,471)
Deferred tax liabilities:
Intangibles	(8,276)		(8,051)
Deferred commissions	(1,655)		(1,046)
Right-of-use asset	(148)		(601)
Total deferred tax liabilities	(10,079)		(9,698)
Net deferred tax assets	$	133	$	12

Schedule of Valuation Allowance Deferred Tax Assets

The table below presents the changes in the valuation allowance for deferred tax assets for the years ended December 31, 2023 and 2022 (in thousands):



Description	Balance at beginning of period		Additions charges to costs and expenses	Write-offs and deductions	Balance at end of period
Valuation allowance for deferred tax assets
For the Year Ended December 31, 2023	$	109,471	17,700	—	$	127,171
For the Year Ended December 31, 2022	$	56,344	53,127	—	$	109,471
For the Year Ended December 31, 2021	$	35,023	21,321	—	$	56,344

Summary of Net Operating Loss Credit Carryforwards

Net operating loss and tax credit carryforwards as of December 31, 2023 were as follows (in thousands):


	Amount		Expiration Years
NOLs, federal (Post December 31, 2017)	$	299,395	Do Not Expire
NOLs, federal (Pre January 1, 2018)	61,397		12/31/2031
NOLs, state	202,332		12/31/2032
Tax credits, federal	14,684		12/31/2032
Tax credits, state	$	8,667	Do Not Expire

Schedule of Effective Income Tax Rate Reconciliation

The effective tax rate of the Company’s provision for income taxes differed from the federal statutory rate as of December 31, 2023, 2022, and 2021 as follows:


	Year Ended December 31,
	2023		2022		2021
Statutory federal income benefit rate	21.0	%	21.0	%	21.0	%
State income tax rate	1.4		7.0		1.1
Change in valuation allowance	(8.9)		(48.3)		(6.3)
Research and development credits	0.7		1.7		0.3
Other	0.3		1.7		(4.2)
Convertible notes — nondeductible	—		—		—
Section 162(m) — executive compensation	(1.3)		(1.8)		—
Stock-based compensation	(13.5)		(12.5)		(0.2)
Change in fair value of contingent earn-out liability	—		25.9		(8.7)
Change in fair value of warrants liability	0.1		5.2		(3.0)
Foreign rate differential	0.1		(1.0)		0.1

Effective tax rate	(0.1)	%	(1.1)	%	0.1	%

Schedule of Unrecognized Tax Benefits

A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021, was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Unrecognized tax benefits — beginning	$	7,533	$	5,003	$	3,662
Gross Increases — prior-year unrecognized tax benefits	—		119		—
Gross Increases — current-year unrecognized tax benefits	1,807		2,411		1,341
Unrecognized tax benefits — ending	$	9,340	$	7,533	$	5,003

STOCKHOLDERS’ EQUITY - Narrative (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

USD ($)

Jul. 22, 2021

USD ($)

$ / shares

Dec. 31, 2023

USD ($)

lender

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

Jan. 31, 2022

Jan. 14, 2022

Jul. 21, 2021

$ / shares

Dec. 31, 2020

Class of Stock [Line Items]

Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | shares

72,500,000

Gross proceeds received in business combination | $

$ 640,100

Transaction costs paid | $

$ 36,300

36,300

$ 0

$ 10,013

Additional paid in capital, reduction of proceeds | $

35,700

Transaction costs | $

$ 600

$ 0

565

Common stock, authorized (in shares) | shares

640,000,000

232,700,000

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.001

Stock, authorized (in shares) | shares

670,000,000

Stock, par value (in dollars per share) | $ / shares

$ 0.0001

Preferred stock, authorized (in shares) | shares

30,000,000

Common stock, outstanding (in shares) | shares

241,956,000

310,061,000

290,541,000

Warrants, contractual life

5 years

Shares issued upon exercise of warrants (in shares) | shares

2,000,000

9,100,000

Amortization of debt discount | $

$ 0

$ 135

Common Stock

Class of Stock [Line Items]

Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | shares

^[1]

72,531,000

Common stock, outstanding (in shares) | shares

^[1]

250,173,000

310,061,000

290,541,000

250,173,000

38,981,000

Number of lenders | lender

Warrants, contractual life

10 years

Shares issued upon exercise of warrants (in shares) | shares

1,000,000.0

Warrants

Class of Stock [Line Items]

Amortization of debt discount | $

$ 200

Matterport, Inc.

Class of Stock [Line Items]

Transaction costs paid | $

$ 10,000

Gore Holdings VI, Inc. Public Stockholders

Class of Stock [Line Items]

Redemption of common stock | $

900

Gores Holdings VI, Inc.

Class of Stock [Line Items]

Transaction costs paid | $

$ 26,300

[1]	(1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3.

INCOME TAXES- Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits — beginning	$ 7,533	$ 5,003	$ 3,662
Gross Increases — prior-year unrecognized tax benefits	0	119	0
Gross Increases — current-year unrecognized tax benefits	1,807	2,411	1,341
Unrecognized tax benefits — ending	$ 9,340	$ 7,533	$ 5,003

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Average Lease Terms and Discount Rates

Average lease terms and discount rates were as follows:


	Year Ended December 31,
	2023		2022
Weighted-average remaining lease terms (in years)	1.2		2.1
Weighted-average discount rate	3.3	%	3.3	%

Schedule of Operating Lease Liability Maturities

The following table presents maturities of operating lease liabilities as of December 31, 2023 (in thousands):


	Amount
Fiscal years ending December 31,
2024	$	1,306
2025	207
2026	—


Thereafter	—
Total operating lease payments	1,513
Less: imputed interest	(30)
Present value of operating lease liabilities	$	1,483
Current portion of operating lease liabilities (1)	$	1,277
Long-term operating lease liabilities (2)	$	206

(1) Current portion of operating lease liabilities is included in accrued expenses and other current liabilities in the consolidated balance sheet.

(2) Long-term portion of operating lease liabilities is included in other long-term liabilities in the consolidated balance sheet.

Summary of Future Minimum Operating Lease Payments and Purchase Obligations

As of December 31, 2023, future minimum purchase obligations are as follows (in thousands):


	Purchase Obligations

2024	$	16,554
2025	243
2026 and thereafter	—



Total	$	16,797

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	ORGANIZATION AND DESCRIPTION OF BUSINESS Matterport, Inc., together with its subsidiaries (“Matterport” or the “Company”), is leading the digitization and datafication of the built world. Matterport’s pioneering technology has set the standard for digitizing, accessing and managing buildings, spaces and places online. Matterport’s platform, comprised of innovative software, spatial data-driven data science, and 3D capture technology, has broken down the barriers that have kept the largest asset class in the world, buildings and physical spaces, offline and underutilized for so long. The Company was incorporated in the state of Delaware in 2011. The Company is headquartered at Sunnyvale, California. On July 22, 2021 (the “Closing Date”), the Company consummated the merger (collectively with the other transactions described in the Merger Agreement, the “Merger”, “Closing”, or “Transactions”) pursuant to an Agreement and Plan of Merger, dated February 7, 2021 (the “Merger Agreement”), by and among the Company (formerly known as Gores Holdings VI, Inc.), the pre-Merger Matterport, Inc. (now known as Matterport Operating, LLC) (“Legacy Matterport”), Maker Merger Sub, Inc. (“First Merger Sub”), a direct, wholly owned subsidiary of the Company, and Maker Merger Sub II, LLC (“Second Merger Sub”), a direct, wholly owned subsidiary of the Company, pursuant to which First Merger Sub merged with and into Legacy Matterport, with Legacy Matterport continuing as the surviving corporation (the “First Merger”), and immediately following the First Merger and as part of the same overall transaction as the First Merger, Legacy Matterport merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity as a wholly owned subsidiary of the Company, under the new name “Matterport Operating, LLC”. Upon the closing of the Merger, we changed our name to Matterport, Inc. See Note 3 “Reverse Recapitalization” for additional information. Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Merger, “Gores” refers to the Company prior to the Merger and “Legacy Matterport” refers to Matterport, Inc. prior to the Merger.

INCOME TAXES - Effective Income Tax Rate (Details)	12 Months Ended
INCOME TAXES - Effective Income Tax Rate (Details)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income benefit rate	21.00%	21.00%	21.00%
State income tax rate	1.40%	7.00%	1.10%
Change in valuation allowance	(8.90%)	(48.30%)	(6.30%)
Research and development credits	0.70%	1.70%	0.30%
Other	0.30%	1.70%	(4.20%)
Convertible notes — nondeductible	0.00%	0.00%	0.00%
Section 162(m) — executive compensation	(1.30%)	(1.80%)	0.00%
Stock-based compensation	(13.50%)	(12.50%)	(0.20%)
Change in fair value of contingent earn-out liability	0.00%	25.90%	(8.70%)
Change in fair value of warrants liability	0.10%	5.20%	(3.00%)
Foreign rate differential	0.10%	(1.00%)	0.10%
Effective tax rate	(0.10%)	(1.10%)	0.10%

COMMITMENTS AND CONTINGENCIES - Narrative (Details)						12 Months Ended
COMMITMENTS AND CONTINGENCIES - Narrative (Details)	Feb. 01, 2024 USD ($) plaintiff shares	May 16, 2022 patent	Jan. 18, 2022 shares	Jul. 22, 2021 USD ($) $ / shares shares	May 11, 2020 patent	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Jul. 21, 2021 $ / shares shares	Jul. 20, 2021 $ / shares shares	Jul. 19, 2021 shares
Loss Contingencies [Line Items]
Total operating lease cost						$ 1,900,000	$ 2,100,000
Rent expense								$ 1,800,000
Weighted-average remaining lease terms (in years)						1 year 2 months 12 days	2 years 1 month 6 days
Weighted-average discount rate						3.30%	3.30%
Operating lease, payments						$ 1,300,000	$ 1,200,000
Right-of-use asset obtained in exchange for operating lease liability						$ 0	$ 0
Earn out shares issued (in shares) \| shares			18,800,000
Estimated fair value of total earn-out shares				$ 294,800,000
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001		$ 0.0001	$ 0.0001		$ 0.001
Common stock, authorized (in shares) \| shares				640,000,000		640,000,000	640,000,000		232,700,000
Number of patents allegedly infringed \| patent					4
Patents found not infringed \| patent		4
Additional patent found not infringed \| patent		1
Estimated litigation liability						$ 0	$ 0	$ 0
Subsequent Event
Loss Contingencies [Line Items]
Number of plaintiffs complaint \| plaintiff	2
Earn out shares issued (in shares) \| shares	23,460,000
Estimated fair value of total earn-out shares	$ 225,000,000
Common Class A
Loss Contingencies [Line Items]
Common stock, par value (in dollars per share) \| $ / shares										$ 0.0001
Common stock, authorized (in shares) \| shares										600,000,000	400,000,000
Common Class F
Loss Contingencies [Line Items]
Common stock, par value (in dollars per share) \| $ / shares										$ 0.0001

ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2023

VHT Inc

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition

The Company has accounted for the VHT Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on the estimated fair values at the VHT Acquisition Date, as presented in the following table (in thousands):


	Amount
Goodwill	$	15,603
Identified intangible assets	6,900
Net assets acquired	215
Total	$	22,718

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table summarizes the estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the VHT Acquisition Date (in thousands, except years):


	Fair Value		Estimated Useful Life
Customer Relationships	$	6,900	10 years

Schedule of Unaudited Pro Forma Financial Information

The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2021.


	Year Ended December 31,
	2022		2021
(in thousands, except per share data)
Total revenue	$	146,573	$	129,840
Net loss	$	(110,625)	$	(338,927)
Basic earnings per share	$	(0.39)	$	(2.58)
Diluted earnings per share	$	(0.39)	$	(2.58)

Enview, Inc.

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition

The Company has completed the purchase accounting with a total purchase consideration for the Enview Acquisition of $64.3 million. The total purchase consideration consisted of the following (in thousands):


	Amount
Cash(1)	$	39,336
Common stock (1.6 million shares)(2)	24,988

Total	$	64,324

(1) The Company paid $4.3 million and $35.0 million in cash consideration during the year ended December 31, 2023 and 2022.

(2) On the Enview Acquisition Date, the Company's closing stock price was $15.73 per share. The Company issued 0.4 million and 1.2 million shares during the year ended December 31, 2023 and 2022, respectively.

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table summarizes the estimated fair values and estimated useful lives of the components of identifiable intangible assets acquired as of the Enview Acquisition Date (in thousands, except years):


	Fair Value		Estimated Useful Life
Developed technology	$	5,400	5 years

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The Company has accounted for the Enview Acquisition as a business combination and allocated the purchase consideration to assets acquired and liabilities assumed based on the fair values at the Enview Acquisition Date. The purchase price allocation includes adjustments for additional information that existed as of the Enview Acquisition Date but at that time was unknown and became known during the measurement period of 12 months from the Enview Acquisition Date. The following table summarizes the allocation of purchase consideration on the Enview Acquisition Date, inclusive of measurement period adjustments (in thousands):


	Amount
Goodwill	$	53,990
Identified intangible assets	5,400
Net assets acquired	4,934


Total	$	64,324

REVERSE RECAPITALIZATION

12 Months Ended

Dec. 31, 2023

Reverse Recapitalization [Abstract]

REVERSE RECAPITALIZATION

On July 22, 2021, in connection with the Merger, the Company raised gross proceeds of $640.1 million, including the contribution of $345.1 million of cash held in Gores’ trust account from its initial public offering and an aggregate purchase price of $295.0 million in a private placement pursuant to the subscription agreements (“Private Investment in Public Equity” or “PIPE”) at $10.00 per share of Gores Class A common stock. The Company paid $0.9 million to Gores’ stockholders who redeemed Gores’ Class A common stock immediately prior to the Closing. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively. The total transaction cost was $36.3 million, consisting of underwriting, legal, and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately upon the Closing. The aggregate consideration paid to Legacy Matterport stockholders in connection with the Merger (excluding any potential Earn-Out Shares), was 218,875,000 shares of the Company Class A common stock, par value $0.0001 per share. The per share Matterport stock consideration was equal to approximately 4.1193 (the “Exchange Ratio”).

The following transactions were completed concurrently upon the Closing:

•immediately prior to the Closing, 52,236 shares of Series D redeemable convertible preferred stock of Legacy Matterport were issued to a customer of Legacy Matterport.

•each issued and outstanding share of Legacy Matterport preferred stock was canceled and converted into the right to receive a total of 126,460,926 shares of the Matterport Class A common stock;

•each Legacy Matterport warrant was exercised in full in exchange for the issuance of 1,038,444 shares of Matterport Class A common stock to the holder of such Matterport warrant;

•each issued and outstanding share of Legacy Matterport common stock (including the items mentioned in above points) was canceled and converted into the right to receive an aggregate number of shares of Matterport Class A common stock equal to the per share Matterport stock consideration;

•each outstanding vested and unvested Legacy Matterport common stock option was converted into a rollover option, exercisable for shares of Matterport Class A common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Per Share Matterport stock consideration; and

•each outstanding and unvested Legacy Matterport RSU was converted into a rollover RSU for shares of Matterport Class A common stock with the same terms except for the number of shares, which were adjusted using the per share Matterport stock consideration

The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Gores was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on holders of Matterport capital stock comprising a relative majority of the voting power of the combined entity upon consummation of the Merger and having the ability to nominate the majority of the governing body of the combined entity, Matterport’s senior management comprising the senior management of the combined entity, and Matterport’s operations comprising the ongoing operations of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity upon consummation of the Merger represented a continuation of the financial statements of Matterport with the Merger being treated as the equivalent of Matterport issuing stock for the net assets of Gores, accompanied by a recapitalization. The net assets of Gores are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Matterport in future reports of the combined entity. All periods prior to the Merger have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization.

The number of shares of Class A common stock issued immediately following the consummation of the Merger was as follows (shares are in thousands):


			Shares
Legacy Matterport Stockholders(1)			169,425
Public Stockholders of Gores			34,406
Initial Stockholders (defined below) of Class F Common Stock(2)			8,625
PIPE Investors(3)			29,500
Total			241,956

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Purchased Intangible Assets

The following table presents details of the Company’s purchased intangible assets as of December 31, 2023 and 2022 (in thousands).


	December 31, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Developed technology	$	5,400	$	(2,146)	$	3,254	$	5,400	$	(1,065)	$	4,335
Customer relationships	6,900		(1,034)		5,866		6,900		(345)		6,555
Total	$	12,300	$	(3,180)	$	9,120	$	12,300	$	(1,410)	$	10,890

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table summarizes estimated future amortization expense for the Company’s intangible assets as of December 31, 2023 (in thousands):


	Amount
2024	$	1,770
2025	1,770
2026	1,770
2027	705
2028 and thereafter	3,105
Total future amortization expense	$	9,120

REVENUE - Remaining Performance Obligation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations	$ 64,718	$ 47,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations	$ 43,568
Contracted but unsatisfied performance obligations, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations	$ 12,183
Contracted but unsatisfied performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations	$ 5,492
Contracted but unsatisfied performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations	$ 1,950
Contracted but unsatisfied performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations	$ 1,525
Contracted but unsatisfied performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations	$ 0
Contracted but unsatisfied performance obligations, period

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Assets Measured at Fair Value on a Recurring Basis

The Company’s financial assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	61,090	$	—	$	—	$	61,090
Total cash equivalents	$	61,090	$	—	$	—	$	61,090
Short-term investments:
U.S. government and agency securities	$	245,447	$	—	$	—	$	245,447
Non-U.S. government and agency securities	—		19,950		—		19,950
Corporate debt securities	—		23,030		—		23,030
Commercial paper	—		16,837		—		16,837
Total short-term investments	$	245,447	$	59,817	$	—	$	305,264
Long-term investments:
U.S. government and agency securities	$	21,323	$	—	$	—	$	21,323

Corporate debt securities	—		13,511		—		13,511

Total long-term investments	$	21,323	$	13,511	$	—	$	34,834




Total assets measured at fair value	$	327,860	$	73,328	$	—	$	401,188

Financial Liabilities:

Private warrants liability	$	—	$	—	$	290	$	290

Total liabilities measured at fair value	$	—	$	—	$	290	$	290


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	51,557	$	—	$	—	$	51,557
Total cash equivalents	$	51,557	$	—	$	—	$	51,557
Short-term investments:
U.S. government and agency securities	$	181,714	$	—	$	—	$	181,714
Non-U.S. government and agency securities	—		24,946		—		24,946
Corporate debt securities	—		114,113		—		114,113
Commercial paper	—		35,042		—		35,042
Total short-term investments	$	181,714	$	174,101	$	—	$	355,815
Long-term investments:


Corporate debt securities	$	—	$	3,959	$	—	$	3,959

Total long-term investments	$	—	$	3,959	$	—	$	3,959




Total assets measured at fair value	$	233,271	$	178,060	$	—	$	411,331

Financial Liabilities:

Private warrants liability	$	—	$	—	$	803	$	803

Total liabilities measured at fair value	$	—	$	—	$	803	$	803

Schedule of Reconciliation of Assets and Liabilities

The fair value hierarchy transfer activity and the changes in fair value of our private warrants were as follows (in thousands):


	Amount
Balance as of December 31, 2021	$	—
Transfer of Private Warrants from Level 2 to Level 3	3,416
Change in fair value	(2,613)
Balance as of December 31, 2022	$	803
Change in fair value	(513)
Balance as of December 31, 2023	$	290

Schedule of Amortized Cost, Unrealized Gains and Losses

The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities as of December 31, 2023 and 2022 (in thousands):


	December 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Investments:
U.S. government and agency securities	$	266,339	$	444	$	(13)	$	266,770
Non-U.S. government and agency securities	19,958		—		(8)		19,950
Corporate debt securities	36,507		69		(35)		36,541
Commercial paper	16,839		6		(8)		16,837
Total available-for-sale investments	$	339,643	$	519	$	(64)	$	340,098


	December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Investments:
U.S. government and agency securities	$	185,371	$	—	$	(3,657)	$	181,714
Non-U.S. government and agency securities	24,989		—		(44)		24,945
Corporate debt securities	119,396		—		(1,324)		118,072
Commercial paper	35,052		—		(9)		35,043

Total available-for-sale investments	$	364,808	$	—	$	(5,034)	$	359,774

Summary of Amortized Cost and Fair Value of AFS Securities by Contractual Maturity Date

The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of December 31, 2023, by contractual years-to-maturity (in thousands):


	Amortized Cost		Fair Value
Due within one year	$	304,918	$	305,264
Due between one and three years	34,725		34,834
Total	$	339,643	$	340,098

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

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+ Details

STOCKHOLDERS’ EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 583,911	$ 268,163	$ (120,700)
Net unrealized gain	5,437	(3,495)	(1,674)
Ending balance	529,284	583,911	268,163
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(5,034)	(1,539)	135
Ending balance	403	(5,034)	(1,539)
Foreign Currency Translation, Net of Tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(52)	(52)	135
Net unrealized gain	0	0	(187)
Ending balance	(52)	(52)	(52)
Unrealized Gain/ Losses on Available-for-Sale Debt Securities, Net of Tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(4,982)	(1,487)	0
Net unrealized gain	5,437	(3,495)	(1,487)
Ending balance	$ 455	$ (4,982)	$ (1,487)

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

REVENUE- Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue recognized	$ 14.6	$ 9.2	$ 4.5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The accompanying 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.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and accompanying notes. Significant estimates include assumptions related to the fair value of common stock before the Merger and other assumptions used to measure stock-based compensation, fair value of assets acquired and liabilities assumed in business combinations, fair value of identified intangibles, goodwill impairment, valuation of deferred tax assets, the estimate of net realizable value of inventory, allowance for doubtful accounts, the fair value of warrants liability, loss contingencies, and the determination of stand-alone selling price of various performance obligations. As a result, many of the Company’s estimates and assumptions require increased judgment and these estimates may change materially in future periods.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and various other factors, including the current economic environment, which management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company adjusts such estimates and assumptions when dictated by facts and circumstances. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Actual results may differ materially from those estimates.

Segment Information

The Company has a single operating segment and reportable segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. Refer to Note 4, for information regarding the Company’s revenue by geography. Substantially all of the Company’s long-lived assets are located in the United States.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. The Company maintains its cash balances in accounts held by major banks and financial institutions located in the United States. Such bank deposits from time to time may be exposed to credit risk in excess of the Federal Deposit Insurance Corporation insurance limit, and the Company considers such risk to be minimal.

We invest only in high-quality credit instruments and maintain our cash and cash equivalents and available-for-sale investments in fixed income securities. Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits.

The Company’s accounts receivable is derived from customers located both inside and outside the United States. The Company mitigates its credit risks by performing ongoing credit evaluations of the financial condition of its customers and requires advance payment from customers in certain circumstances. The Company generally does not require collateral from its customers.

No customer accounted for more than 10% of the Company’s total accounts receivable at December 31, 2023 and 2022. No customer accounted for more than 10% of the Company’s total revenue for the years ended December 31, 2023, 2022, and 2021.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions. Amounts receivable from credit card processors of approximately $1.9 million and $0.8 million as of December 31, 2023 and 2022, respectively, are also considered cash equivalents because they are both short-term and highly-liquid in nature and are typically converted to cash approximately three to five business days from the date of the underlying transaction.

Accounts Receivable, Net

Accounts receivable consists of current trade receivables due from customers recorded at the invoiced amount, net of allowances for doubtful accounts.

The Company’s accounts receivable represent amounts due from customers arising from revenue and are stated at the amount the Company expects to collect from outstanding balances. On a periodic basis, the Company evaluates accounts receivable estimated to be uncollectible and provides allowances, as necessary, for doubtful accounts. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice, each customer’s expected ability to pay, and the collection history with each customer, when applicable, to determine whether a specific allowance is appropriate. The allowances are based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and after factors that may affect the ability to collect from customers.

The allowance for doubtful accounts was $1.2 million as of December 31, 2023 and 2022, respectively.

Fair Value Measurement

The Company accounts for certain of its financial assets and liabilities at fair value. The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price 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. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risks. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in those financial instruments.

Accounts receivable and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments.

Inventories

Inventories consist primarily of finished goods, assemblies, and raw materials. Assemblies are generally purchased from contract manufacturers. Inventories are valued at the lower of cost or net realizable value. Costs are determined using standard cost, which approximates actual cost on a first-in, first-out basis. The Company assesses the valuation of inventory and periodically adjusts the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions, as well as damaged or otherwise impaired goods.

The Company recorded a provision for excess and obsolete inventory of $1.7 million, $1.0 million, and nil for the years ended December 31, 2023, 2022, and 2021, respectively. The Company also recorded a liability of $0.1 million and $4.0 million respectively, as of December 31, 2023 and 2022, arising from firm, non-cancelable, and unhedged inventory purchase commitments in excess of anticipated demand or net realizable value consistent with its valuation of excess and obsolete inventory. Such liability was included in accrued and other current liabilities on the consolidated balance sheets. Both provision for excess and obsolete and accrued loss on firm inventory purchase commitments were recorded in cost of product revenue in the consolidated statements of operations.

Property and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives as follows:


Machinery and equipment			3 - 7 years
Furniture and fixtures			3 years
Capitalized software and development costs			3 years
Leasehold improvements			Shorter of remaining lease term or 10 years

Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is reflected in general and administrative expenses in the consolidated statements of operations. Maintenance and repairs are charged to operations as incurred.

Impairment of Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in each business combination. Goodwill will be evaluated for impairment on an annual basis in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company has elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, including goodwill. If the Company determines that it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the single reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill.

Intangible Assets and Other Long-Lived Assets

The Company evaluates events and changes in circumstances that could indicate carrying amounts of purchased intangible assets and other long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of these assets by determining whether or not the carrying amount will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset group, the Company will record an impairment loss for the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Acquired property and equipment and finite-lived intangible assets are amortized over their useful lives. The Company evaluates the estimated remaining useful life of these assets when events or changes in circumstances warrant a revision to the remaining period of amortization. If the Company revises the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life on a prospective basis.

The Company did not recognize any impairment losses on goodwill, intangible assets, or other long-lived assets for the years ended December 31, 2023, 2022, and 2021, respectively.

Investments

The Company classifies its investments in marketable and non-marketable securities as available-for-sale debt securities at the time of purchase based on the legal form of the security, the Company’s intended holding period for the security, and the nature of the transaction. Investments not considered cash equivalents and with maturities within one year or less from the consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the consolidated balance sheet date are classified as long-term investments.

The Company determines the classification of the investments in marketable debt securities at the time of purchase and reevaluates such determination at each balance sheet date. Debt securities in an unrealized loss position are written down to its fair value with the corresponding change recorded in other income, net in the consolidated statements of operations, if it’s more likely than not that the Company will be required to sell the impaired security before recovery of its amortized costs basis, or have the intention to sell the security. If neither of these conditions are met, it is determined whether a credit loss exists by comparing the present value of the expected cash flows of the security with its amortized cost basis. An allowance for credit losses is recorded in other income, net in the consolidated statements of operations for an amount not to exceed the unrealized loss. Unrealized losses that are not credit-related are included in accumulated other comprehensive loss in stockholders’ equity.

The Company also has certain private equity investments without readily determinable fair values due to the absence of quoted market prices, the inherent lack of liquidity, and the fact that inputs used to measure fair value are unobservable and require management's judgment. The Company elected the measurement alternative to record these investments at cost and to adjust for impairments and observable price changes resulting from transactions with the same issuer within the statement of operations. Refer to Note 8. Fair Value Measurements for additional information.

Transaction costs

Transaction costs consist of direct legal, accounting and other fees relating to the consummation of the Merger. These costs were initially capitalized as incurred in other assets on the consolidated balance sheets. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ equity (deficit) while costs associated with the public and private warrants liabilities were expensed in the consolidated statements of operations. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively, for the year ended December 31, 2021. The total transaction cost for the year ended December 31, 2021 was $36.3 million, consisting of underwriting, legal, and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately upon the Closing.

Business Combination

Business acquisitions are accounted for using the acquisition method under Accounting Standards Codifications (“ASC”) 805, Business Combinations (“ASC 805”), which requires recording assets acquired and liabilities assumed at fair value as of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liabilities assumed is recorded based on their preliminary estimated fair values on the acquisition date. The initial valuations are derived from estimated fair value assessments and assumptions used by management. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.

Acquisition related transaction costs are expensed as incurred and are recorded in selling, general, and administrative expenses in the Consolidated Statements of Operations. The Company incurred nil, $1.6 million, and $0.9 million of acquisition-related costs for the years ended December 31, 2023, 2022, and 2021.

Intangible Assets

Acquisition-related intangible assets with finite lives are accounted for at fair value as of the date of acquisition, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets.

Operating Leases

The Company is a lessee in several noncancellable operating leases, primarily real estate facilities for office space. In accordance with the Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), the Company determines if an arrangement is a lease or contains a lease at contract inception, and accounts for leases to recognize right-of-use (ROU) assets and lease liabilities arising from operating leases with terms longer than 12 months on our consolidated balance sheets beginning January 1, 2022. Lease expense is recognized on a straight-line basis over the lease term. The Company did not have any financing leases in any of the periods presented.

For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at lease commencement date. Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, its incremental borrowing rate. As the rate implicit in the lease is generally not readily determinable for the Company's operating leases, the Company uses an incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow in a collateralized basis, it uses its understanding of what its collateralized credit rating would be as an input to deriving an appropriate incremental borrowing rate. The operating lease right-of-use asset includes any lease payments made and excludes lease incentives.

The Company uses the non-cancelable lease term when recognizing the ROU assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. The Company accounts for the lease and non-lease components as a single lease component.

Leases with a term of twelve months or less are not recognized on the consolidated balance sheets but are recognized as expense on a straight-line basis over the term of the lease.

Warrants Liability

The Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s Class A common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

Earn-out Arrangement

In connection with the reverse recapitalization and pursuant to the Merger Agreement, eligible Legacy Matterport stockholders and Legacy Matterport stock option and restricted stock unit (“RSU”) holders were entitled to receive an aggregate of approximately 23.5 million shares (“Earn-out Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”) upon the Company achieving certain Earn-out Triggering Events during the Earn-out Period (as described in Note 14 “Contingent Earn-Out Awards”).

In accordance with ASC 815-40, Earn-out Shares issuable to Legacy Matterport common stockholders in respect of such common stock are not solely indexed to the common stock and therefore are accounted for as contingent earn-out liability on the consolidated balance sheet at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. If the applicable triggering event is achieved for a tranche, the Company will reclassify the outstanding earn-out liability to additional paid-in capital upon triggering event and account for the Earn-out Shares for such tranche as issued and outstanding common stock upon the share release.

Earn-out Shares issuable to certain holders of Legacy Matterport stock options and RSUs in respect of such stock options and RSUs (the “Earn-out Awards”) are subject to forfeiture and are accounted for in accordance with ASC 718. The Company measures and recognizes stock-compensation expense based on the fair value of the Earn-out Awards over the derived service period for each tranche. Forfeitures are accounted for as they occur.

Upon the forfeiture of Earn-out Shares issuable to any eligible holder of Legacy Matterport stock options and RSUs, the forfeited Earn-out awards are subject to reallocation and grant on a pro rata basis to the remaining eligible Legacy Matterport stockholders and stock options and RSUs holders. The reallocated issuable shares to Legacy Matterport common stockholders are recognized as contingent earn-out liability, and the reallocated issuable shares to Legacy Matterport stock options and RSUs holders are recognized as stock-based compensation over the remaining derived service period based on the fair value on the date of the reallocation.

The estimated fair value of the Earn-out Shares is allocated proportionally to contingent earn-out liability and the grant date fair value of the Earn-out Awards. The estimated fair value of the Earn-out Shares is determined using a Monte Carlo simulation prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of shares of Class A common stock, expected volatility, risk-free rate, expected term and dividend rate. The contingent earn-out liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earn-out Period utilizing unobservable inputs. See Note 8 “Fair Value Measurement” and Note 14 “Contingent Earn-Out Awards” for additional information.

All six Earn-out Triggering Events occurred as of January 18, 2022, which resulted in the Company issuing an aggregate of 21.5 million Earn-out Shares to the eligible Legacy Matterport stockholders and Legacy Matterport RSU and stock option holders, which reflects the withholding of approximately 2.0 million Earn-out Shares to cover tax obligations. Refer to Note 14 “Contingent Earn-out Awards” and Note 15 “Stock Plan” for additional information.

Comprehensive Loss and Foreign Currency Translation

The functional currency of Matterport, Inc. and its wholly owned subsidiaries in Singapore and Japan is the U.S. dollar. Prior to January 1, 2022, Matterport, Inc.’s United Kingdom (“U.K.”) subsidiary used the British Pound as its functional currency to maintain its books and records. Effective January 1, 2022, the Company considered the economic factors outlined in Financial Accounting Standards Board (“FASB”) ASC Topic No. 830 — Foreign Currency Matters in the determination of the functional currency and concluded that the predominance of factors supports the change in functional currency to the U.S. dollar for the U.K. subsidiary. The Company translates its monetary assets and liabilities for its subsidiaries with a functional currency other than the U.S. dollar by using the applicable exchange rate as of the consolidated balance sheet date, and the consolidated statements of comprehensive loss and consolidated statements of cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the consolidated financial statements are recorded as accumulated other comprehensive income or loss.

For transactions that occur in a foreign currency other than the functional currency of Matterport, Inc. or its subsidiaries, the Company records the transaction at the applicable rate on the date of recognition. Monetary assets and liabilities are remeasured at each consolidated balance sheet date until settled and changes are reported as transaction gains or losses in other income (expense), net in the consolidated statements of comprehensive loss.

Revenue Recognition

In accordance with ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”), the Company determines the amount of revenue to be recognized through the application of the following steps: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Nature of Revenue

The Company recognizes revenue from subscription, license, services and sale of products.

Subscription — Revenues comprise of fees that provide customer access to ordered subscription services. Customers have the ability to select from several levels of subscription to the Matterport platform (“Subscription Levels”). Each selected Subscription Level includes Subscription Level-specific features and Subscription Level-specific pricing for add-ons that are available to the user at any time during the subscription term.

Subscription fees are invoiced in advance of the service being provided to the customer. Typical payment terms provide that customers pay within 30 days of invoice. The portion of the transaction price allocated to the subscription is recognized ratably over the subscription term, which typically ranges from one month to a year as the Company’s management has concluded that the nature of the Company’s promise to the customer is to provide continuous access to the Matterport platform, which represents a stand-ready obligation provided throughout the subscription period. Annual and monthly subscriptions are renewed automatically at the end of each term.

The Company’s contracts with customers typically do not include termination rights for convenience, nor do they include terms with a significant financing component.

License — The Company provides a perpetual license to spatial data assets in exchange for a fixed license fee. The license represents right-to-use intellectual property and revenue is recognized at the point in time control of license transfers to the customer.

Services — The Company provides capture services of spatial data and other add-on services to existing subscription customers. Capture services and other add-on services are typically invoiced in advance or in arrears on a monthly basis as services are provided. The Company recognizes revenue as the services are delivered.

Product — The Company provides 3D capture cameras and third-party capture devices to customers. Cameras are invoiced upon shipment or at the point of sale. The portion of the transaction price allocated to the camera is recognized upon control transferring to the customer. Revenue from sales to end users is recognized upon shipment, net of estimates of returns, as these buyers are entitled to return the camera within 30 days from the date of purchase for a full refund. These rights are accounted for as variable consideration and recognized as a reduction to the revenue recognized. Estimates of returns are made at contract inception and updated each reporting period. Revenue from sales to value-added resellers is recognized upon shipment and resellers do not have rights of return.

The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the Company’s promise to transfer the associated products, rather than as a separate performance obligation. Accordingly, the Company records amounts billed for shipping and handling costs as a component of net product sales and classifies such costs as a component of cost of products.

Arrangements with Multiple Performance Obligations

The Company’s contracts with customers frequently include multiple performance obligations that may consist of subscription, license, services and products. For these contracts, the transaction price is allocated to each performance obligation on a relative SSP. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation.

The Company determines SSP based on the Company’s best estimates and judgments by considering its pricing strategies, historical selling price of these performance obligations in similar transactions, bundling and discounting practices, customer and geographic information, and other factors. More than one SSP may exist for individual goods and services due to the stratification of those goods and services, considering attributes such as the size of the customer and geographic region. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the consolidated statements of operations during a given period.

Deferred Commission, Net

Incremental costs of obtaining a contract with a customer consist primarily of direct sales commissions incurred upon execution of the contract. These costs require capitalization under ASC 340-40, Other Assets and Deferred Costs — Contracts and Customers, and amortization over the estimated period over which the benefit is expected to be received as direct sales commissions paid for subscription renewals are not commensurate with the amounts paid for initial contracts. The Company applies the practical expedient and expenses commissions when incurred if the amortization period is one year or less. The capitalized direct commission costs are included in other assets on the Company’s consolidated balance sheets and the amortization of these costs is included in selling, general, and administrative in the Company’s consolidated statements of operations. Deferred commission, net was $7.0 million and $4.4 million as of December 31, 2023 and 2022, respectively.

Advertising Costs

Advertising costs are expensed as incurred and included in selling, general, and administrative in the consolidated statements of operations. Advertising expense was $8.9 million, $17.3 million, and $10.5 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Research and Development Costs

Research and development costs are expensed as incurred and consist primarily of salaries, consulting services, and other direct expenses.

Internal-Use Software Development Costs

The Company capitalizes certain costs related to developed or modified software solely for its internal use and cloud-based applications used to deliver the Matterport platform. The Company capitalizes costs during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, and it is probable that the project will be completed and that the software will be used to perform the function intended. Costs related to preliminary project activities and post-implementation activities are expensed as incurred.

Restructuring Costs

The Company’s restructuring costs consist of a one-time payment of termination benefits and the ongoing cost of benefits related to the reduction of its workforce and other costs, and the charges related to the cease use of certain facilities to align with the Company’s anticipated operating needs. The timing of recognition for severance costs depends on whether employees are required to render service until they are terminated in order to receive the termination benefits. If employees are required to render service until they are terminated in order to receive the termination benefits, a liability is recognized ratably over the future service period. Otherwise, a liability is recognized when management has committed to a restructuring plan and has communicated those actions to employees. Employee termination benefit costs covered by existing benefit arrangements are recognized when management has committed to a restructuring plan and has determined the severance costs are probable and estimable. Other costs primarily consist of cease use charges for the related operating lease right-of-use assets for office leases, which are recognized ratably from the decision date to the cease-use date.

Stock-Based Compensation

The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. For stock options with performance conditions, the Company records compensation expense when it is deemed probable that the performance condition will be met. The Company accounts for forfeitures as they occur. The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock.

The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions:

Expected Volatility — The Company estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term.

Expected Term — The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has elected to use the midpoint of the stock options vesting term and contractual expiration period to compute the expected term, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Risk-Free Interest Rate — The risk-free interest rate is based on the implied yield available on U.S. Treasury zero coupon issues with a term that is equal to the options’ expected term at the grant date.

Dividend Yield — The Company has never declared or paid dividends and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

Common Stock Valuation

In the absence of a public trading market for the Company’s common stock prior to the Merger, on each grant date, the fair value of the Company’s common stock was determined by the Company’s board of directors with inputs from management, taking into account the most recent valuations from an independent third-party valuation specialist. The valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

The Company used a hybrid method utilizing a combination of the option-pricing model and the probability weighted expected return method (“PWERM”) to allocate the Company’s equity value among outstanding common stock. After the allocation to the various classes of equity securities, a discount for lack of marketability was applied to arrive at a fair value of common stock. Application of these approaches and methodologies involved the use of estimates, judgments and assumptions that are highly complex and subjective, such as those regarding the Company’s expected future revenue, expenses and future cash flows, discount rates, market multiples, the selection of comparable public companies, and the probability of and timing associated with possible future events.

Redeemable Convertible Preferred Stock

The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company classifies its redeemable convertible preferred stock as mezzanine equity outside of stockholders’ deficit when the stock contains contingent redemption features that are not solely within the Company’s control. The Company does not adjust the carrying values of shares of its redeemable convertible preferred stock to the liquidation preferences of such shares until it is reasonably certain that the event that would obligate the Company to pay the liquidation preferences to the holders of the redeemable convertible preferred stock will occur.

Common Stock Warrants

The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity unless the warrants include a conditional obligation to issue a variable number of shares or if there is a deemed possibility that the Company may need to settle the warrants in cash, in which case the Company records the fair value of the warrants as a liability.

Income Taxes

The Company utilizes the asset and liability method for computing its income tax provision. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating loss, capital loss, and tax credit carryforwards, using enacted tax rates. The Company’s management makes estimates, assumptions, and judgments to determine the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes recovery is not likely, establishes a valuation allowance.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

Net Loss per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the losses.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, warrants, and redeemable convertible preferred stock. As the Company has reported loss for the periods presented, all potentially dilutive securities are antidilutive, and accordingly, basic net loss per share equals diluted net loss per share.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) reflects gains and losses that are recorded as a component of stockholders’ equity (deficit) and are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustments related to consolidation of foreign entities and unrealized gain (loss) on marketable securities classified as available-for-sale.

Accounting Pronouncements

Recently Adopted Accounting Standards

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “Topic 842”), which requires a lessee to recognize right-of-use (ROU) assets and lease liabilities arising from operating and financing leases with terms longer than 12 months on the condensed consolidated balance sheets and to disclose key information about leasing arrangements. The Company adopted the new standard, along with all subsequent ASU clarifications and improvements that are applicable to the Company, effective January 1, 2022 and recorded an ROU asset and lease liability related to its operating leases. The adoption of the standard did not have a material impact on our consolidated statement of operations, comprehensive income (loss), changes in shareholders' equity or cash flows.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contract with Customers, as if it had originated the contracts. The Company adopted this standard effective January 1, 2023, which did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not yet Adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. This ASU will be applied retrospectively and is effective for public entities for annual periods beginning after December 15, 2023 and for interim reporting periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on the Company’s financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (“ASU 2023-09”) to enhance the transparency, effectiveness and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption and retrospective application are permitted. The Company is currently assessing the impact the guidance will have on the Company’s financial statements and disclosures.

CONTINGENT EARN-OUT AWARDS

12 Months Ended

Dec. 31, 2023

Reverse Recapitalization [Abstract]

CONTINGENT EARN-OUT AWARDS

Legacy Matterport stockholders and certain holders of Legacy Matterport Stock Options and RSUs were entitled to receive a number of Earn-out Shares comprising up to 23.5 million shares of Class A common stock in the aggregate. There are six distinct tranches, and each tranche has 3.9 million Earn-out Shares. Pursuant to the Merger Agreement, Common Share Price means the share price equal to the volume weighted average price of the Matterport Class A common stock for a period of at least 10 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination. If the Common Share Price exceeds $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50, the Earn-out Shares are issuable during the period beginning on the 180th day following the Closing and ending on the fifth anniversary of such date (the “Earn-out Period”). The Earn-out Shares are subject to early release if a change of control that will result in the holders of the Company common stock receiving a per share price equal to or in excess of the price target as above (collectively, the “Earn-Out Triggering Events”).

Any Earn-out Shares issuable to any holder of Matterport Stock Options and Matterport RSUs in respect of such Matterport Stock Options and Matterport RSUs shall be issued to such holder only if such holder continues to provide services to the Post-Combination Company through the date of the occurrence of the corresponding triggering event that causes such Earn-out Shares to become issuable. Any Earn-out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Legacy Matterport stockholders and Legacy Matterport Stock Options and RSUs holders who remain entitled to receive Earn-out Shares in accordance with their respective Earn-out pro rata shares.

At the Closing, the estimated fair value of the total Earn-out Shares was $294.8 million. The contingent obligation to issue Earn-out Shares to Legacy Matterport stockholders was accounted for as a liability because the Earn-out Triggering Events that determine the number of Earn-out Shares required to be issued include events that are not solely indexed to the Common Stock of Matterport, Inc. The Earn-out pro rata Shares issuable to holders of Legacy Matterport’s RSUs and holders of Legacy Matterport’s Stock Options are accounted for as a stock-based compensation expense as they are subject to forfeiture based on the satisfaction of certain employment conditions, see Note 15 “Stock Plan” for more information.

The Company recognized $231.6 million of contingent earn-out liability attributable to the Earn-out Shares to Legacy Matterport stockholders upon the Closing on July 22, 2021.

On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23.5 million Earn-out Shares occurred. A total of 18.8 million shares of common stock became issuable to the eligible Legacy Matterport stockholders. Another total of 4.7 million pro rata Earn-out Shares became issuable to holders of Matterport's eligible legacy RSU and options holders were immediately vested. See Note 15 “Stock Plan” for more information.

Contingent earn-out liability was accounted for as a liability as of the date of the Merger and remeasured to fair value until the Earn-out Triggering Events were met. The estimated fair value of the total Earn-out Shares was determined based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earn-out Period using the most reliable information available to be issued include events that are not solely indexed to the common stock of the Company. Upon the occurrence of the triggering events, the Company's common stock price of $12.89 per share represented the fair value of the Earn-out Awards. The Company reclassified the $242.4 million outstanding Earn-out liability to additional paid-in capital as the Earn-out shares become issuable as a fixed number of shares of common shares. Assumptions used in the valuation are described below:


	As of
	December 31, 2021
Current stock price	$	20.64
Expected term (in years)	5.1
Expected volatility	67.0		%
Risk-free interest rate	1.3		%
Expected dividend yield	0		%

The following table sets forth a summary of the changes in the estimated fair value of the earn-out liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (in thousands):


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)




Balance at December 31, 2021	$	377,576
Reallocation of Earn-out Shares to earn-out liability upon forfeitures	896
Change in fair value of earn-out liability	(136,043)
Issuance of Earn-out Shares upon triggering events	(242,429)
Balance at December 31, 2022 and 2023	$	—

PUBLIC AND PRIVATE WARRANTS - Valuation Assumptions to Fair Value of Private Warrants (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current stock price
Class of Warrant or Right [Line Items]
Derivative liability, measurement input		20.64
Expected volatility
Class of Warrant or Right [Line Items]
Derivative liability, measurement input		0.670
Risk-free interest rate
Class of Warrant or Right [Line Items]
Derivative liability, measurement input		0.013
Expected dividend yield
Class of Warrant or Right [Line Items]
Derivative liability, measurement input		0
Private warrants liability \| Current stock price
Class of Warrant or Right [Line Items]
Derivative liability, measurement input	2.69	2.80
Private warrants liability \| Strike price
Class of Warrant or Right [Line Items]
Derivative liability, measurement input	11.50	11.50
Private warrants liability \| Expected term (in years)
Class of Warrant or Right [Line Items]
Derivative liability, measurement input, term	2 years 6 months 21 days	3 years 6 months 21 days
Private warrants liability \| Expected volatility
Class of Warrant or Right [Line Items]
Derivative liability, measurement input	0.600	0.660
Private warrants liability \| Risk-free interest rate
Class of Warrant or Right [Line Items]
Derivative liability, measurement input	0.040	0.042
Private warrants liability \| Expected dividend yield
Class of Warrant or Right [Line Items]
Derivative liability, measurement input	0	0

STOCK PLAN - Fair Value Assumptions, Options and Earn-out Shares (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earn-out shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term		5 years 1 month 6 days
Expected volatility (percent)		67.00%
Expected volatility, minimum (percent)			40.00%
Expected volatility, maximum (percent)			67.00%
Risk-free interest rate (percent)		1.30%
Risk-free interest rate, minimum (percent)			0.80%
Risk-free interest rate, maximum (percent)			1.30%
Expected dividend yield (percent)		0.00%	0.00%
Grant-date fair value per share (in dollars per share)		$ 20.13	$ 12.63
Earn-out shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Current stock price (in dollars per share)		13.34	$ 13.93
Expected term			5 years 1 month 6 days
Earn-out shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Current stock price (in dollars per share)		$ 19.61	$ 27.86
Expected term			5 years 6 months
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum (percent)	31.40%	40.50%	27.90%
Expected volatility, maximum (percent)	44.10%	48.00%	43.40%
Risk-free interest rate, minimum (percent)	2.70%	1.60%	0.60%
Risk-free interest rate, maximum (percent)	5.30%	4.70%	0.10%
Expected dividend yield (percent)	0.00%	0.00%	0.00%
Employee Stock Purchase Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	6 months	6 months	6 months
Grant-date fair value per share (in dollars per share)	$ 0.60	$ 0.85	$ 7.59
Employee Stock Purchase Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	2 years	2 years	2 years
Grant-date fair value per share (in dollars per share)	$ 2.11	$ 4.64	$ 14.36

REVERSE RECAPITALIZATION - Narrative (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

USD ($)

Jul. 22, 2021

USD ($)

$ / shares

Jul. 21, 2021

$ / shares

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

Jan. 31, 2022

Jan. 14, 2022

Jul. 20, 2021

$ / shares

Reverse Recapitalization [Line Items]

Gross proceeds received in business combination

$ 640,100

Proceeds from cash held in trust account

345,100

Transaction costs paid

$ 36,300

36,300

$ 0

$ 10,013

Additional paid in capital, reduction of proceeds

35,700

Transaction costs

$ 600

$ 0

$ 565

Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | shares

72,500,000

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.001

$ 0.0001

Recapitalization exchange ratio

4.1193

Issuance of Series D redeemable convertible preferred stock to a customer (in shares) | shares

^[1]

52,000

Shares issued upon exercise of warrants (in shares) | shares

2,000,000

9,100,000

Legacy Matterport Common Stock Warrants

Reverse Recapitalization [Line Items]

Shares issued upon exercise of warrants (in shares) | shares

1,038,444

Common Class A

Reverse Recapitalization [Line Items]

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

Series D redeemable convertible preferred stock

Reverse Recapitalization [Line Items]

Issuance of Series D redeemable convertible preferred stock to a customer (in shares) | shares

52,236

Legacy Matterport Preferred Stock

Reverse Recapitalization [Line Items]

Conversion of convertible note to Series D redeemable convertible preferred stock (in shares) | shares

126,460,926

Matterport, Inc.

Reverse Recapitalization [Line Items]

Transaction costs paid

$ 10,000

Gores Holdings VI, Inc.

Reverse Recapitalization [Line Items]

Transaction costs paid

26,300

Gores Holdings VI, Inc. | Common Class A

Reverse Recapitalization [Line Items]

Additional PIPE

$ 295,000

Common stock, par value (in dollars per share) | $ / shares

$ 10.00

Gore Holdings VI, Inc. Public Stockholders

Reverse Recapitalization [Line Items]

Redemption of common stock

$ 900

Legacy Matterport Stockholders

Reverse Recapitalization [Line Items]

Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | shares

218,875,000

[1]	(1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for credit loss	$ 1,155,000	$ 1,212,000
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred, authorized (in shares)	30,000,000	30,000,000
Redeemable convertible preferred, issued (in shares)	0	0
Redeemable convertible preferred, outstanding (in shares)	0	0
Redeemable convertible preferred liquidation preference	$ 0	$ 0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	640,000,000	640,000,000
Common stock, issued (in shares)	310,061,000	290,541,000
Common stock, outstanding (in shares)	310,061,000	290,541,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (199,077)	$ (111,339)	$ (338,060)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	19,437	13,297	5,824
Amortization of debt discount	0	0	135
Amortization of investment premiums, net of accretion of discounts	(8,919)	2,924	1,370
Investment impairment	0	1,093	0
Stock-based compensation, net of amounts capitalized	118,775	148,490	100,605
Cease use of certain leased facilities	961	0	0
Change in fair value of warrants liability	(513)	(27,035)	48,370
Change in fair value of contingent earn-out liability	0	(136,043)	140,454
Deferred income taxes	(121)	51	(385)
Transaction costs	0	0	565
Loss on extinguishment of debt and convertible notes	0	0	210
Allowance for doubtful accounts	601	1,245	222
Loss of excess inventory and purchase obligation	1,821	5,007	0
Other	(185)	(195)	(102)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	3,318	(9,609)	(7,170)
Inventories	(3,830)	(6,484)	(1,946)
Prepaid expenses and other assets	3,036	(1,991)	(7,751)
Accounts payable	(745)	(5,240)	8,812
Deferred revenue	8,503	5,985	7,602
Accrued expenses and other liabilities	(1,775)	1,282	2,437
Net cash used in operating activities	(58,713)	(118,562)	(38,808)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(139)	(1,730)	(810)
Capitalized software and development costs	(9,765)	(12,590)	(7,200)
Purchase of investments	(444,695)	(137,631)	(532,811)
Maturities of investments	478,253	299,002	0
Investment in convertible notes	0	0	(1,000)
Business acquisitions, net of cash acquired	(4,116)	(51,874)	0
Net cash provided by (used in) investing activities	19,538	95,177	(541,821)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from reverse recapitalization and PIPE financing, net	0	0	612,854
Payment of transaction costs related to reverse recapitalization	0	0	(10,013)
Proceeds from sales of shares through employee equity incentive plans	5,124	6,781	2,068
Payments for taxes related to net settlement of equity awards	(329)	(34,424)	0
Proceeds from exercise of warrants	0	27,844	76,607
Repayment of debt	0	0	(13,067)
Other	0	76	0
Net cash provided by financing activities	4,795	277	668,449
Net change in cash, cash equivalents, and restricted cash	(34,380)	(23,108)	87,820
Effect of exchange rate changes on cash	154	249	(83)
Cash, cash equivalents, and restricted cash at beginning of year	117,128	139,987	52,250
Cash, cash equivalents, and restricted cash at end of period	82,902	117,128	139,987
Supplemental disclosures of cash flow information
Cash paid for interest	0	0	753
Cash paid for taxes	780	651	80
Supplemental disclosures of non-cash investing and financing information
Earn-out liability recognized upon the re-allocation	0	896	237,122
Reclassification of remaining contingent earn-out liability upon triggering events	0	242,429	164,461
Common stock issued in connection with acquisition	5,748	19,219	0
Unpaid cash consideration in connection with acquisition	$ 0	$ 4,348	$ 0

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Feb. 20, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K/A
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39790
Entity Registrant Name	Matterport, Inc./DE
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1695048
Entity Address, Address Line One	352 East Java Drive,
Entity Address, City or Town	Sunnyvale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94089
City Area Code	650
Local Phone Number	641-2241
Title of 12(b) Security	Class A Common Stock, par value of $0.0001 per share
Trading Symbol	MTTR
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 849.5
Entity Common Stock, Shares Outstanding		310,907,105
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Parts of the Registrant's definitive proxy statement for its 2024 annual general meeting are incorporated by reference into Part III hereof.
Amendment Description	Matterport, Inc. (the “Company”)is filing this Amendment No. 1 on Form 10-K/A (this amendment) to its Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2024 (the original filing) to address management’s re-evaluation of disclosure controls and procedures and to reflect the identification of a material weakness in the Company’s internal control over financial reporting as of December 31, 2023. The material weakness did not result in a misstatement to the Company’s consolidated financial statements as set forth in the original filing. This amendment is limited in scope to make the following changes to the original filing:•To amend Part I - Item 1A. Risk Factors to add an additional risk factor regarding the potential adverse impact that the failure to remediate the material weaknesses could have on our timely and accurate reporting of financial results. We have also updated our “Summary Risk Factor” disclosure to reflect the additional risk factor. •To amend Part II - Item 8. Financial Statements and Supplementary Data to restate the Report of Independent Registered Public Accounting Firm insofar as it relates to the firm’s opinion solely with respect to the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.•To restate Part II - Item 9A. Controls and Procedures related to the effectiveness of our disclosure controls and procedures, and to restate Management’s Annual Report on Internal Control Over Financial Reporting, and to describe the Company’s remediation plan for addressing such material weakness.•To amend Part IV - Item 15. Exhibits and Financial Statement Schedules to include currently dated (i) auditor consent, which is filed herewith as Exhibits 23.1 and (ii) certifications from the Company’s Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002, which certifications are filed herewith as Exhibits 31.1, 31.2, 32.1 and 32.2.This amendment has not been updated or amended to give effect to any subsequent events beyond those that existed as of the original filing date and should thus be read in conjunction with the original filing and any of the Company’s other filings with the SEC subsequent to the original filing, together with any amendments to those filings. Other than the filing of the information identified above, this amendment does not modify or update the disclosure in the original filing in any way.
Amendment Flag	true
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Central Index Key	0001819394

FAIR VALUE MEASUREMENTS - Narrative (Details)	12 Months Ended
FAIR VALUE MEASUREMENTS - Narrative (Details)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Jan. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
AFS, Less than 12 months, gross unrealized losses	$ 200,000
AFS, in continuous unrealized loss position, less than 12 months	49,400,000
Unrealized loss position for more than 12 months	4,800,000
AFS, in continuous unrealized loss position, 12 months or longer	291,000,000.0
Debt securities, allowance for credit loss	0	$ 0
Amortized-based cost	364,808,000	$ 339,643,000
Convertible Notes Receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment loss	1,100,000
Amortized-based cost	1,000,000.0
Accrued interest	$ 100,000
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term investments			$ 1,000,000.0
Convertible notes receivable, interest rate (percent)			0.050

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

We categorize assets and liabilities recorded or disclosed at fair value on the consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows:

Level 1—Inputs are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The inputs require significant management judgment or estimation.

The Company’s financial assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	61,090	$	—	$	—	$	61,090
Total cash equivalents	$	61,090	$	—	$	—	$	61,090
Short-term investments:
U.S. government and agency securities	$	245,447	$	—	$	—	$	245,447
Non-U.S. government and agency securities	—		19,950		—		19,950
Corporate debt securities	—		23,030		—		23,030
Commercial paper	—		16,837		—		16,837
Total short-term investments	$	245,447	$	59,817	$	—	$	305,264
Long-term investments:
U.S. government and agency securities	$	21,323	$	—	$	—	$	21,323

Corporate debt securities	—		13,511		—		13,511

Total long-term investments	$	21,323	$	13,511	$	—	$	34,834




Total assets measured at fair value	$	327,860	$	73,328	$	—	$	401,188

Financial Liabilities:

Private warrants liability	$	—	$	—	$	290	$	290

Total liabilities measured at fair value	$	—	$	—	$	290	$	290


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	51,557	$	—	$	—	$	51,557
Total cash equivalents	$	51,557	$	—	$	—	$	51,557
Short-term investments:
U.S. government and agency securities	$	181,714	$	—	$	—	$	181,714
Non-U.S. government and agency securities	—		24,946		—		24,946
Corporate debt securities	—		114,113		—		114,113
Commercial paper	—		35,042		—		35,042
Total short-term investments	$	181,714	$	174,101	$	—	$	355,815
Long-term investments:


Corporate debt securities	$	—	$	3,959	$	—	$	3,959

Total long-term investments	$	—	$	3,959	$	—	$	3,959




Total assets measured at fair value	$	233,271	$	178,060	$	—	$	411,331

Financial Liabilities:

Private warrants liability	$	—	$	—	$	803	$	803

Total liabilities measured at fair value	$	—	$	—	$	803	$	803

Our Private Warrants transferred from Level 2 to Level 3 upon the ceasing of trading activity of our Public Warrants in an active market in January 2022, see Note 13. There were no transfers among the investment fair value hierarchy during the year ended December 31, 2023. The fair value hierarchy transfer activity and the changes in fair value of our private warrants were as follows (in thousands):


	Amount
Balance as of December 31, 2021	$	—
Transfer of Private Warrants from Level 2 to Level 3	3,416
Change in fair value	(2,613)
Balance as of December 31, 2022	$	803
Change in fair value	(513)
Balance as of December 31, 2023	$	290

Available-for-sale Debt Securities

The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our available-for-sale debt securities as of December 31, 2023 and 2022 (in thousands):


	December 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Investments:
U.S. government and agency securities	$	266,339	$	444	$	(13)	$	266,770
Non-U.S. government and agency securities	19,958		—		(8)		19,950
Corporate debt securities	36,507		69		(35)		36,541
Commercial paper	16,839		6		(8)		16,837
Total available-for-sale investments	$	339,643	$	519	$	(64)	$	340,098


	December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Investments:
U.S. government and agency securities	$	185,371	$	—	$	(3,657)	$	181,714
Non-U.S. government and agency securities	24,989		—		(44)		24,945
Corporate debt securities	119,396		—		(1,324)		118,072
Commercial paper	35,052		—		(9)		35,043

Total available-for-sale investments	$	364,808	$	—	$	(5,034)	$	359,774

As of December 31, 2023, the gross unrealized losses were not material. As of December 31, 2022, the gross unrealized losses that have been in a continuous unrealized loss position for less than 12 months were $0.2 million, which were related to $49.4 million of available-for-sale debt securities, and the gross unrealized losses that have been in a continuous unrealized loss position for more than 12 months were $4.8 million, which were related to $291.0 million of available-for-sale debt securities.

Unrealized losses related to these securities are due to interest rate fluctuations as opposed to credit quality. In addition, we do not intend to sell and it is not likely that we would be required to sell these securities before recovery of their amortized cost basis, which may be at maturity. We did not recognize any credit losses related to our available-for-sale debt securities during the years ended December 31, 2023 and 2022.

In January 2021, Legacy Matterport entered a convertible note agreement with a privately-held company as a strategic investment for a principal of $1.0 million. The note bears an interest rate of 5.0% per annum and originally matured in January 2023. The convertible note receivable is accounted for as available-for-sale debt securities in other assets based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset, with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income (loss). The fair value of the convertible note receivable was determined using a probability-weighted assessment of redemption and conversion scenarios upon the investee closing additional financing. The key inputs to determining fair values under that approach included probability of repayment and conversion scenarios, and discount rates. The convertible note became uncollectible due to the change of the privately-held company’s financial condition as of December 31, 2022. Although we amended and extended the repayment term to January 2024, we recognized a full impairment loss of $1.1 million in the year ended December 31, 2022, including the amortized-based cost of $1.0 million and the previously accrued interest of $0.1 million.

The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of December 31, 2023, by contractual years-to-maturity (in thousands):


	Amortized Cost		Fair Value
Due within one year	$	304,918	$	305,264
Due between one and three years	34,725		34,834
Total	$	339,643	$	340,098

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

FAIR VALUE MEASUREMENTS - Amortized Cost, Unrealized Gains and Losses, and FV of AFS Debt Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Investments:
Total available-for-sale investments	$ 339,643	$ 364,808
Unrealized Gains	519	0
Unrealized Losses	(64)	(5,034)
Fair Value	340,098	359,774
U.S. government and agency securities
Investments:
Total available-for-sale investments	266,339	185,371
Unrealized Gains	444	0
Unrealized Losses	(13)	(3,657)
Fair Value	266,770	181,714
Non-U.S. government and agency securities
Investments:
Total available-for-sale investments	19,958	24,989
Unrealized Gains	0	0
Unrealized Losses	(8)	(44)
Fair Value	19,950	24,945
Corporate debt securities
Investments:
Total available-for-sale investments	36,507	119,396
Unrealized Gains	69	0
Unrealized Losses	(35)	(1,324)
Fair Value	36,541	118,072
Commercial paper
Investments:
Total available-for-sale investments	16,839	35,052
Unrealized Gains	6	0
Unrealized Losses	(8)	(9)
Fair Value	$ 16,837	$ 35,043

INCOME TAXES - Schedule of Valuation Allowance Deferred Tax Assets (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 109,471	$ 56,344	$ 35,023
Additions charges to costs and expenses	17,700	53,127	21,321
Write-offs and deductions	0	0	0
Balance at end of period	$ 127,171	$ 109,471	$ 56,344

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (199,077)	$ (111,339)	$ (338,060)
Other comprehensive income (loss), net of taxes:
Foreign currency translation loss	0	0	(187)
Unrealized gain (loss) on available-for-sale securities, net of tax	5,437	(3,495)	(1,487)
Other comprehensive income (loss)	5,437	(3,495)	(1,674)
Comprehensive loss	$ (193,640)	$ (114,834)	$ (339,734)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

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+ Details

DEBT - Narrative (Details)							1 Months Ended	12 Months Ended
DEBT - Narrative (Details)	Oct. 12, 2020 USD ($)	Apr. 17, 2020 USD ($)	Feb. 20, 2020 USD ($) payment loan_facility	Sep. 27, 2019 USD ($)	Sep. 16, 2019 USD ($) payment	Apr. 20, 2018 USD ($) payment	Jul. 31, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Apr. 28, 2020 USD ($)	Apr. 27, 2020 USD ($)
Debt Instrument [Line Items]
Amortization of debt discount								$ 0	$ 0	$ 135,000
Loss on extinguishment of debt								0	0	210,000
2019 Term Loan and Line of Credit
Debt Instrument [Line Items]
Amortization of debt discount								0	0	200,000
Term Loan \| 2019 Term Loan
Debt Instrument [Line Items]
Term loan, maximum amount					$ 3,000,000.0
Proceeds from debt, net					$ 3,000,000.0
Number of equal installment payments \| payment					36	36
Stated interest rate (percent)					5.25%						5.25%
Repayment of term loan									2,400,000
Term Loan \| 2019 Term Loan \| Prime Rate
Debt Instrument [Line Items]
Basis spread on floating rate (percent)					1.00%
Term Loan \| 2017 Term Loan
Debt Instrument [Line Items]
Debt repaid in full					$ 1,000,000.0
Term Loan \| 2018 Agreement
Debt Instrument [Line Items]
Term loan, maximum amount						$ 10,000,000.0
Stated interest rate (percent)						11.50%
Repayment of term loan										5,600,000
Number of monthly scheduled installment payments \| payment						48
Period of interest-only payments						12 months
Final payment due at maturity or prepayment date							$ 100,000	500,000
Interest expense								0	0	300,000
Payment of final payment fee										500,000
Loss on extinguishment of debt										100,000
Term Loan \| 2020 Term Loan
Debt Instrument [Line Items]
Term loan, maximum amount			$ 2,000,000.0
Number of equal installment payments \| payment			24,000,000
Stated interest rate (percent)			4.75%
Repayment of term loan										2,000,000.0
Interest expense								$ 0	$ 0	200,000
Loss on extinguishment of debt										$ 100,000
Number of term loan facilities \| loan_facility			2
Aggregated annual coupon payment			$ 100,000
Term Loan \| 2020 Term Loan - Facility A
Debt Instrument [Line Items]
Term loan, maximum amount			$ 1,000,000.0
Proceeds from debt, net		$ 1,000,000.0
Debt maturity period			36 months
Term Loan \| 2020 Term Loan - Facility B
Debt Instrument [Line Items]
Term loan, maximum amount			$ 1,000,000.0
Proceeds from debt, net	$ 1,000,000.0
Debt maturity period			30 months
Line of Credit \| 2017 Second Amended and Restated Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Stated interest rate (percent)					5.25%
Maximum borrowing capacity					$ 3,000,000.0							$ 3,000,000.0
Proceeds from line of credit				$ 3,000,000.0
Loss on extinguishment of debt					$ 0
Line of Credit \| 2017 Second Amended and Restated Agreement \| Prime Rate \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on floating rate (percent)					0.50%
Line of Credit \| 2020 Amendment \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt repaid in full							$ 3,000,000.0
Stated interest rate (percent)											5.25%
Maximum borrowing capacity											$ 5,000,000.0

FAIR VALUE MEASUREMENTS - Assets on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jul. 22, 2021
Short-term investments:
Short-term investments	$ 305,264	$ 355,815
Other assets:
Convertible notes receivable	340,098	359,774
Financial Liabilities:
Warrants liability	290	803	$ 38,974	$ 64,127
Private warrants liability
Financial Liabilities:
Warrants liability	290	803	$ 15,645	$ 25,143
U.S. government and agency securities
Other assets:
Convertible notes receivable	266,770	181,714
Non-U.S. government and agency securities
Other assets:
Convertible notes receivable	19,950	24,945
Corporate debt securities
Other assets:
Convertible notes receivable	36,541	118,072
Commercial paper
Other assets:
Convertible notes receivable	16,837	35,043
Fair Value, Recurring
Cash equivalents:
Cash equivalents, fair value	61,090	51,557
Short-term investments:
Short-term investments	305,264	355,815
Long-term investments:
Long-term investments	34,834	3,959
Other assets:
Total assets measured at fair value	401,188	411,331
Financial Liabilities:
Total liabilities measured at fair value	290	803
Fair Value, Recurring \| Private warrants liability
Financial Liabilities:
Warrants liability	290	803
Fair Value, Recurring \| U.S. government and agency securities
Short-term investments:
Short-term investments	245,447	181,714
Long-term investments:
Long-term investments	21,323
Fair Value, Recurring \| Non-U.S. government and agency securities
Short-term investments:
Short-term investments	19,950	24,946
Fair Value, Recurring \| Corporate debt securities
Short-term investments:
Short-term investments	23,030	114,113
Long-term investments:
Long-term investments	13,511	3,959
Fair Value, Recurring \| Commercial paper
Short-term investments:
Short-term investments	16,837	35,042
Fair Value, Recurring \| Money market funds
Cash equivalents:
Cash equivalents, fair value	61,090	51,557
Level 1 \| Fair Value, Recurring
Cash equivalents:
Cash equivalents, fair value	61,090	51,557
Short-term investments:
Short-term investments	245,447	181,714
Long-term investments:
Long-term investments	21,323	0
Other assets:
Total assets measured at fair value	327,860	233,271
Financial Liabilities:
Total liabilities measured at fair value	0	0
Level 1 \| Fair Value, Recurring \| Private warrants liability
Financial Liabilities:
Warrants liability	0	0
Level 1 \| Fair Value, Recurring \| U.S. government and agency securities
Short-term investments:
Short-term investments	245,447	181,714
Long-term investments:
Long-term investments	21,323
Level 1 \| Fair Value, Recurring \| Non-U.S. government and agency securities
Short-term investments:
Short-term investments	0	0
Level 1 \| Fair Value, Recurring \| Corporate debt securities
Short-term investments:
Short-term investments	0	0
Long-term investments:
Long-term investments	0	0
Level 1 \| Fair Value, Recurring \| Commercial paper
Short-term investments:
Short-term investments	0	0
Level 1 \| Fair Value, Recurring \| Money market funds
Cash equivalents:
Cash equivalents, fair value	61,090	51,557
Level 2 \| Fair Value, Recurring
Cash equivalents:
Cash equivalents, fair value	0	0
Short-term investments:
Short-term investments	59,817	174,101
Long-term investments:
Long-term investments	13,511	3,959
Other assets:
Total assets measured at fair value	73,328	178,060
Financial Liabilities:
Total liabilities measured at fair value	0	0
Level 2 \| Fair Value, Recurring \| Private warrants liability
Financial Liabilities:
Warrants liability	0	0
Level 2 \| Fair Value, Recurring \| U.S. government and agency securities
Short-term investments:
Short-term investments	0	0
Long-term investments:
Long-term investments	0
Level 2 \| Fair Value, Recurring \| Non-U.S. government and agency securities
Short-term investments:
Short-term investments	19,950	24,946
Level 2 \| Fair Value, Recurring \| Corporate debt securities
Short-term investments:
Short-term investments	23,030	114,113
Long-term investments:
Long-term investments	13,511	3,959
Level 2 \| Fair Value, Recurring \| Commercial paper
Short-term investments:
Short-term investments	16,837	35,042
Level 2 \| Fair Value, Recurring \| Money market funds
Cash equivalents:
Cash equivalents, fair value	0	0
Level 3 \| Fair Value, Recurring
Cash equivalents:
Cash equivalents, fair value	0	0
Short-term investments:
Short-term investments	0	0
Long-term investments:
Long-term investments	0	0
Other assets:
Total assets measured at fair value	0	0
Financial Liabilities:
Total liabilities measured at fair value	290	803
Level 3 \| Fair Value, Recurring \| Private warrants liability
Financial Liabilities:
Warrants liability	290	803
Level 3 \| Fair Value, Recurring \| U.S. government and agency securities
Short-term investments:
Short-term investments	0	0
Long-term investments:
Long-term investments	0
Level 3 \| Fair Value, Recurring \| Non-U.S. government and agency securities
Short-term investments:
Short-term investments	0	0
Level 3 \| Fair Value, Recurring \| Corporate debt securities
Short-term investments:
Short-term investments	0	0
Long-term investments:
Long-term investments	0	0
Level 3 \| Fair Value, Recurring \| Commercial paper
Short-term investments:
Short-term investments	0	0
Level 3 \| Fair Value, Recurring \| Money market funds
Cash equivalents:
Cash equivalents, fair value	$ 0	$ 0

PUBLIC AND PRIVATE WARRANTS

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

PUBLIC AND PRIVATE WARRANTS

Prior to the Closing, Gores issued 6,900,000 Public Warrants and 4,450,000 Private Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Warrants became exercisable on December 15, 2021 and will expire on July 22, 2026, which is five years after the Closing.

Redemption of Public Warrants

Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants for cash, in whole and not in part, upon not less than 30 days’ prior written notice of redemption (“Redemption Period”) at a price of $0.01 per warrant, if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business day before we send the notice of redemption to the Public Warrant holders. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The warrants holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share.

Commencing 90 days after the Public Warrants become exercisable, we may redeem the outstanding Public Warrants, in whole and not in part, for a price equal to a number of shares of the Company’s Class A common stock to be determined based on a predefined rate based on the redemption date and the “fair market value” of the Company’s Class A common stock. The “fair market value” of our Class A common stock shall mean the average last reported sale price of our 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 Public Warrants upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share on the trading day prior to the date on which we send the notice of redemption to the warrant holders.

The Private Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Warrants (except to certain permitted transferees) until 30 days after the completion of the Merger. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. The Private Placement Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees.

The Company filed a Registration Statement on Form S-1 on August 19, 2021 related to the issuance of an aggregate of up to 11,350,000 shares of Class A common stock issuable upon the exercise of the Warrants, which was declared effective by the SEC on August 26, 2021. On December 15, 2021, the Company announced to redeem all outstanding

Matterport public warrants that remain outstanding at 5:00 p.m. New York City time on January 14, 2022 (the “Redemption Date”) for a redemption price of $0.01 per warrant. The Public Warrants could be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such warrants, at the exercise price of $11.50 per share. Any Public Warrants that remained unexercised at 5:00 p.m. New York City time on the Redemption Date were voided and no longer exercisable, and the holders of those Public Warrants were entitled to receive only the redemption price of $0.01 per warrant.

On January 14, 2022, the Public Warrants ceased trading on the Nasdaq Global Market. As of the Redemption Date of January 14, 2022, a total of 9.1 million shares of Common Stock have been issued upon the exercise of 6.4 million Public Warrants and 2.7 million Private Warrants by the holders thereof at an exercise price of $11.50 per share, resulting in aggregate proceeds to Matterport of $104.4 million, including 7.1 million shares issued upon the exercise of Public Warrants and Private Warrants by the holders with a total proceeds of $76.6 million received during the year ended December 31, 2021 and 2.0 million shares issued upon the exercise of 2.0 million Public Warrants with a total proceeds of $27.8 million received in January 2022. The remaining 0.6 million unexercised and outstanding Public Warrants as of 5:00 p.m. January 14, 2022 New York City time were redeemed at a price of $0.01 per Public Warrant and, as a result, no Public Warrants remained outstanding thereafter. Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the Company’s initial public offering and that are still held by the initial holders thereof or their permitted transferees were not subject to this redemption. A total of 1.7 million Private Warrants remained outstanding as of December 31, 2023.

The following table summarizes the Public and Private Warrants activities during the years ended December 31, 2022 and 2021 (in thousands). There were no activities during fiscal year ended December 31, 2023:


	Public Warrants	Private Warrants	Total Warrants
Warrants assumed upon the Closing of the Merger	6,900	4,450	11,350
Warrants Exercised	(4,348)	(2,742)	(7,090)
Outstanding as of December 31, 2021	2,552	1,708	4,260
Warrants Exercised	(1,993)	—	(1,993)
Warrants Redeemed	(559)	—	(559)
Outstanding as of December 31, 2022	—	1,708	1,708

The Public Warrants were classified as Level 1 because there was adequate trading volume to provide a reliable indication of value from the Closing Date to the Redemption Date. The Private Warrants were classified as Level 2, from the Closing Date until the Redemption Date, because the Private Warrants had similar terms and were subject to substantially the same redemption features as the Public Warrants. The fair value of the Private Warrants was deemed to be substantially the same as the fair value of the Public Warrants. Both the Public Warrants and the Private Warrants were valued at $9.14 and $9.16 as of December 31, 2021, respectively.

As of the Redemption Date, both the Public Warrants and the Private Warrants were valued at $2.00 per unit. Upon the ceasing of trading of the Public Warrants on the Redemption Date, the fair value measurement of Private Warrants transferred from Level 2 to Level 3 and the Company used a Black Scholes model to determine the fair value of the Private Warrants. The primary significant unobservable input used to evaluate the fair value measurement of the Company’s Private Warrants is the expected volatility of the ordinary shares. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The Private Warrants were valued at $0.17 as of December 31, 2023.

The following table provides the assumptions used to estimate the fair value of the Private Warrants:


	December 31, 2023		December 31, 2022
Current stock price	$	2.69	$	2.80
Strike price	$	11.50	$	11.50
Expected term (in years)	2.56		3.56
Expected volatility	60.0%		66.0		%
Risk-free interest rate	4.0%		4.2		%
Expected dividend yield	—%		—		%

The Warrants are measured at fair value on a recurring basis. The following table presents the changes in the fair value of warrants liability (in thousands) during the years ended December 31, 2023, 2022 and 2021:


	Public Warrants		Private Warrants		Total Warrant Liabilities
Fair value at Closing of the Merger	$	38,984	$	25,143	$	64,127
Change in fair value	29,431		18,939		48,370
Warrants Exercised	(45,086)		(28,437)		(73,523)
Fair value at December 31, 2021	$	23,329	$	15,645	$	38,974
Change in fair value	(12,193)		(14,842)		(27,035)
Warrants Exercised	(10,018)		—		(10,018)
Warrants Redemption	(1,118)		—		(1,118)
Fair value at December 31, 2022	$	—	$	803	$	803
Change in fair value	—		(513)		(513)
Fair value at December 31, 2023	$	—	$	290	$	290

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
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

INCOME TAXES - Schedule of Loss before Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (200,077)	$ (111,748)	$ (339,094)
Foreign	1,184	1,652	817
Loss before provision (benefit) for income taxes	$ (198,893)	$ (110,096)	$ (338,277)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

INCOME TAXES - Net Operating Loss Credit Carryforwards (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	$ 360,800
Tax credit carryforward amount	14,684
State and Local Jurisdiction
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	202,332
Tax credit carryforward amount	8,667
Post December 31, 2017 \| Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	299,395
Pre January 1, 2018 \| Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	$ 61,397

STOCK PLAN - Narrative (Details)			12 Months Ended
STOCK PLAN - Narrative (Details)	Jan. 18, 2022 event shares	Jul. 22, 2021 USD ($) purchase_period shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Apr. 01, 2021 shares	Feb. 12, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based expense related to unvested options \| $			$ 300,000
Stock-based compensation expense \| $			$ 118,775,000	$ 148,490,000	$ 100,605,000
Exercisable (in shares)			27,152,000
Number of earnout triggers \| event	6
Earn-out (in shares)	23,500,000	23,460,000
Earn-out shares withheld for tax obligation (in shares)	2,000,000
ISOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based expense, period for recognition			8 months 12 days
Modified PSOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Modified performance-based options outstanding (in shares)						866,597
Stock-based compensation expense \| $		$ 8,100,000
Exercisable (in shares)		866,597
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based expense, period for recognition			9 months 18 days
Stock-based compensation expense \| $		$ 6,100,000
Unrecognized stock-based expense, other than options \| $			$ 900,000
PRSUs \| Service-based Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
PRSUs \| Service-based Cliff Vesting Period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based expense, period for recognition			1 year 10 months 24 days
Unrecognized stock-based expense, other than options \| $			$ 204,600,000
Pro rate earnout shares issuable for holders	4,700,000
Earn-out shares issued	2,700,000
Earn-out shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense \| $				$ 27,600,000
Earn-out shares issued			2,000,000
2011 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (in shares)							0
2011 Stock Plan \| ISOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under the plan (in shares)							67,800,000
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (in shares)			11,200,000
2021 Plan \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (in shares)		24,200,000
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent)		10.00%
Annual increase to shares available for grant under the plan as percentage of shares outstanding at prior year end (percent)		5.00%
2021 Plan \| ISOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (in shares)		181,500,000
Number of shares assumed							2,100,000
2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (in shares)		7,300,000	11,000,000.0
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent)		3.00%
Annual increase to shares available for grant under the plan as percentage of shares outstanding at prior year end (percent)		1.00%
Shares available for grant, as maximum percentage of shares outstanding at closing (percent)		15.25%
Purchase price of common stock under the plan (percent)		85.00%
Offering period length under the plan		24 months
Maximum employee subscription rate as a percentage of eligible compensation under the plan (percent)		15.00%
Maximum number of shares per per purchase period (in shares)		3,000
Maximum number of shares per employee per offering period (in shares)			12,000
Maximum employee contribution amount \| $		$ 25,000
Number of purchase periods \| purchase_period		4
Purchase period		6 months
Shares purchased during the period (in shares)			900,000
Unrecognized stock-based expense, period for recognition			1 year 4 months 24 days
Unrecognized stock-based expense, other than options \| $			$ 1,200,000
2021 ESPP \| ISOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (in shares)		36,900,000

CONTINGENT EARN-OUT AWARDS - Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Jan. 18, 2022 event shares	Jul. 22, 2021 USD ($) d tranche $ / shares shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)
Reverse Recapitalization [Line Items]
Earn-out (in shares)	23,500,000	23,460,000
Number of tranches of earn-out shares \| tranche		6
Earn-out share release, number of trading days above trigger price \| d		10
Earn-out share release, number of consecutive trading days in trigger period \| d		30
Equity earn-out period start, number of days after Closing \| d		180
Estimated fair value of total earn-out shares at Closing \| $		$ 294,800
Contingent earn-out liability \| $		$ 231,600
Number of triggering events \| event	6
Earn out shares issued (in shares)	18,800,000
Common stock price (in dollars per share) \| $ / shares			$ 12.89
Issuance of Earn-out Shares upon triggering events \| $			$ 242,400	$ 242,429
Unvested RSUs
Reverse Recapitalization [Line Items]
Pro rate earnout shares issuable for holders	4,700,000
Weighted Average Share Price in Excess of $13.00
Reverse Recapitalization [Line Items]
Earn-out (in shares)		3,900,000
Earn-out period stock price trigger (in dollars per share) \| $ / shares		$ 13.00
Weighted Average Share Price in Excess of $15.50
Reverse Recapitalization [Line Items]
Earn-out (in shares)		3,900,000
Earn-out period stock price trigger (in dollars per share) \| $ / shares		$ 15.50
Weighted Average Share Price in Excess of $18.00
Reverse Recapitalization [Line Items]
Earn-out (in shares)		3,900,000
Earn-out period stock price trigger (in dollars per share) \| $ / shares		$ 18.00
Weighted Average Share Price in Excess of $20.50
Reverse Recapitalization [Line Items]
Earn-out (in shares)		3,900,000
Earn-out period stock price trigger (in dollars per share) \| $ / shares		$ 20.50
Weighted Average Share Price in Excess of $23.00
Reverse Recapitalization [Line Items]
Earn-out (in shares)		3,900,000
Earn-out period stock price trigger (in dollars per share) \| $ / shares		$ 23.00
Weighted Average Share Price in Excess of $25.50
Reverse Recapitalization [Line Items]
Earn-out (in shares)		3,900,000
Earn-out period stock price trigger (in dollars per share) \| $ / shares		$ 25.50

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-In Capital

Accumulated Other Comprehensive Income (loss)

Accumulated Deficit

Redeemable convertible preferred, outstanding, beginning (in shares) at Dec. 31, 2020

^[1]

124,979,000

Redeemable convertible preferred stock, beginning at Dec. 31, 2020

$ 164,168

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversion of convertible note to Series D redeemable convertible preferred stock (in shares)

^[1]

(125,031,000)

Conversion of convertible note to Series D redeemable convertible preferred stock

$ (164,461)

Issuance of Series D redeemable convertible preferred stock to a customer (in shares)

^[1]

52,000

Issuance of Series D redeemable convertible preferred stock to a customer

$ 293

Redeemable convertible preferred, outstanding, ending (in shares) at Dec. 31, 2021

^[1]

Redeemable convertible preferred stock, ending at Dec. 31, 2021

$ 0

Common stock, outstanding, beginning (in shares) at Dec. 31, 2020

^[1]

38,981,000

Beginning balance at Dec. 31, 2020

(120,700)

$ 4

$ 9,159

$ 135

$ (129,998)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(338,060)

Other comprehensive income (loss)

(1,674)

Conversion of convertible note to Series D redeemable convertible preferred stock (in shares)

^[1]

126,461,000

Conversion of convertible note to Series D redeemable convertible preferred stock

$ 164,461

$ 13

164,448

Issuance of common stock upon exercise of stock options (in shares)

4,072,000

^[1]

Issuance of common stock upon exercise of stock options

$ 2,068

2,068

Issuance of common stock upon exercise of legacy Matterport common stock warrants (in shares)

^[1]

1,038,000

Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares)

^[1]

72,531,000

Issuance of common stock upon the reverse recapitalization, net of transaction costs

539,897

$ 7

539,890

Issuance of common stock upon exercise of public and private warrants (in shares)

^[1]

7,090,000

Issuance of common stock upon exercise of public and private warrants

155,056

$ 1

155,055

Earn-out liability recognized upon the closing of the reverse recapitalization

(237,122)

Reclassification of remaining contingent earn-out liability upon triggering events

164,461

Stock-based compensation

104,237

Common stock, outstanding, ending (in shares) at Dec. 31, 2021

^[1]

250,173,000

Ending balance at Dec. 31, 2021

$ 268,163

$ 25

737,735

(1,539)

(468,058)

Redeemable convertible preferred, outstanding, ending (in shares) at Dec. 31, 2022

Redeemable convertible preferred stock, ending at Dec. 31, 2022

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(111,339)

Other comprehensive income (loss)

(3,495)

Issuance of common stock in connection with employee equity incentive plans, net of tax withholding (in shares)

^[1]

15,525,000

Issuance of common stock in connection with employee equity incentive plans, net of tax withholding

$ (9,907)

$ 2

(9,909)

Issuance of common stock upon exercise of stock options (in shares)

7,320,000

Issuance of common stock upon the reverse recapitalization, net of transaction costs

$ 76

Issuance of common stock upon exercise of public and private warrants (in shares)

^[1]

1,994,000

Issuance of common stock upon exercise of public and private warrants

34,055

Issuance of common stock to a customer (in shares)

^[1]

132,000

Issuance of common stock to a customer

738

Issuance of common stock in connection with acquisitions (in shares)

^[1]

1,223,000

Issuance of common stock in connection with acquisitions

19,219

Issuance of earn-out shares upon triggering events, net of tax withholding (in shares)

^[1]

21,494,000

Issuance of earn-out shares upon triggering events, net of tax withholding

(17,736)

$ 2

(17,738)

Earn-out liability recognized upon the re-allocation

(896)

Reclassification of remaining contingent earn-out liability upon triggering events

242,429

Stock-based compensation

$ 162,604

162,604

Common stock, outstanding, ending (in shares) at Dec. 31, 2022

290,541,000

^[1]

Ending balance at Dec. 31, 2022

$ 583,911

$ 29

1,168,313

(5,034)

(579,397)

Redeemable convertible preferred, outstanding, ending (in shares) at Dec. 31, 2023

Redeemable convertible preferred stock, ending at Dec. 31, 2023

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(199,077)

Other comprehensive income (loss)

5,437

Issuance of common stock in connection with employee equity incentive plans, net of tax withholding (in shares)

^[1]

19,155,000

Issuance of common stock in connection with employee equity incentive plans, net of tax withholding

$ 4,795

$ 2

4,793

Issuance of common stock upon exercise of stock options (in shares)

5,096,000

Issuance of common stock in connection with acquisitions (in shares)

^[1]

365,000

Issuance of common stock in connection with acquisitions

$ 5,748

5,748

Reclassification of remaining contingent earn-out liability upon triggering events

Stock-based compensation

$ 128,470

128,470

Common stock, outstanding, ending (in shares) at Dec. 31, 2023

310,061,000

^[1]

Ending balance at Dec. 31, 2023

$ 529,284

$ 31

$ 1,307,324

$ 403

$ (778,474)

[1]	(1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 4.1193 established in the Merger as described in Note 3.

PUBLIC AND PRIVATE WARRANTS (Details) $ / shares in Units, $ in Thousands		1 Months Ended	5 Months Ended	12 Months Ended
	Jul. 21, 2021 d $ / shares shares	Jan. 31, 2022 USD ($) shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) $ / shares shares	Jan. 14, 2022 USD ($) $ / shares shares	Jul. 22, 2021 shares
Warrant Activity [Roll Forward]
Warrants outstanding, beginning (in shares)		4,260,000			4,260,000
Warrants Exercised (in shares)			(7,090,000)		(1,993,000)
Warrants Redeemed (in shares)					(559,000)
Warrants outstanding, ending (in shares)			4,260,000	1,708,000		4,260,000
Warrants issued (in shares)			4,260,000	1,708,000		4,260,000		11,350,000
Number of shares purchasable with each warrant (in shares)	1
Warrant, exercise price (in dollars per share) \| $ / shares	$ 11.50						$ 11.50
Warrants, contractual life	5 years
Redemption price per warrant (in dollars per share) \| $ / shares							$ 0.01
Days between end of trading-day period and notice of redemption to warrant holders				3 days
Shares issued upon exercise of warrants (in shares)		2,000,000					9,100,000
Proceeds from exercise of warrants \| $		$ 27,800		$ 0	$ 27,844	$ 76,607
Public and private warrants
Warrant Activity [Roll Forward]
Shares issued upon exercise of warrants (in shares)							7,100,000
Proceeds from exercise of warrants \| $						$ 76,600
Warrants, redemption date fair value (in dollars per share) \| $ / shares							$ 2.00
Public warrants liability
Warrant Activity [Roll Forward]
Warrants outstanding, beginning (in shares)		2,552,000	6,900,000		2,552,000
Warrants Exercised (in shares)			(4,348,000)		(1,993,000)
Warrants Redeemed (in shares)					(559,000)
Warrants outstanding, ending (in shares)	6,900,000		2,552,000	0		2,552,000
Warrants issued (in shares)	6,900,000		2,552,000	0		2,552,000
Warrant, exercise price (in dollars per share) \| $ / shares							11.50
Prior written notice of redemption, period	30 days
Redemption price per warrant (in dollars per share) \| $ / shares	$ 0.01						$ 0.01
Warrant redemption, trigger price (in dollars per share) \| $ / shares	$ 18.00
Warrant redemption, number of trading days at or above trigger price \| d	20
Days included in warrant redemption trading day period \| d	30
Warrant redemption, period after warrants become exercisable	90 days
Warrant redemption, number of trading days Included in fair market value average \| d	10
Warrant, fair value redemption (in dollars per share) \| $ / shares	$ 10.00
Shares issued upon exercise of warrants (in shares)		2,000,000					6,400,000
Warrants and rights unexercised and outstanding \| $							$ 600
Warrants, fair value (in dollars per share) \| $ / shares			$ 9.14			$ 9.14
Private warrants liability
Warrant Activity [Roll Forward]
Warrants outstanding, beginning (in shares)		1,708,000			1,708,000
Warrants Exercised (in shares)			(2,742,000)		0
Warrants Redeemed (in shares)					0
Warrants outstanding, ending (in shares)			1,708,000	1,708,000		1,708,000
Warrants issued (in shares)			1,708,000	1,708,000		1,708,000		4,450,000
Private placement warrant vesting period	30 days
Shares issued upon exercise of warrants (in shares)							2,700,000
Proceeds from exercise of warrants \| $						$ 104,400
Warrants and rights unexercised and outstanding \| $				$ 1,700
Warrants, fair value (in dollars per share) \| $ / shares			$ 9.16	$ 0.17		$ 9.16

STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

STOCKHOLDERS’ EQUITY

On July 22, 2021, the Company issued 72.5 million Matterport Class A common shares to public stockholders of Gores, Initial Stockholders of Class F Stock, and PIPE investors for aggregate gross proceeds of $640.1 million. The Company paid $0.9 million to Gores’ stockholders who redeemed Gores’ Class A common stock immediately prior to the Closing. The Company and Gores incurred $10.0 million and $26.3 million transaction costs, respectively. The total transaction cost was $36.3 million, consisting of underwriting, legal and other professional fees, of which $35.7 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.6 million was expensed immediately.

The Company has retroactively adjusted the shares issued and outstanding prior to July 22, 2021 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Immediately prior to the Closing, 232.7 million shares were authorized to issue at $0.001 par value. Immediately following the Closing, 670 million shares were authorized to issue at $0.0001 par value, including 640 million shares of common stock and 30 million shares of preferred stock. There were 242.0 million shares of common stock outstanding with a par value of $0.0001 upon the Closing. The holder of each share of common stock is entitled to one vote.

The Company had reserved shares of common stock for future issuance as of December 31, 2023 as follows (in thousands):


			December 31, 2023



Private warrants to purchase common stock			1,708
Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan			54,259

Shares available for future grant under 2021 Employee Stock Purchase Plan			10,972
Shares available for future grant under 2021 Incentive Award Plan			11,172
Total shares of common stock reserved			78,111

Common Stock Warrants — The Company issued warrants to purchase common stock in connection with loan agreements entered from three lenders as disclosed below and in Note 9 “Debt”. Those warrants were considered equity at inception and were recorded to additional paid-in capital. The warrants have a contractual 10-year life from the issuance date.

All previously issued common stock warrants were fully vested and exercisable as of December 31, 2020. In February 2021, the holders of all of the Company’s outstanding warrants entered into agreement with the Company to exercise their warrants contingent upon, and effective immediately prior to, the consummation of the First Merger. In the event of an acquisition in which the fair market value of one share is greater than the warrant exercise price as of the date of the acquisition, all outstanding and unexercised warrants shall automatically be deemed to be cashless exercised immediately prior to the consummation of the acquisition. In the event of an acquisition where the fair market value per share is less than the warrant exercise price in effect immediately prior to the acquisition, then warrants will expire immediately prior to the consummation of the acquisition. On July 22, 2021, all the common stock warrants were exercised. The Company issued 1.0 million shares of the Class A common stock to the holders of the common stock warrants upon the Closing.

The company fully amortized the remaining debt discount associated with the above warrants of $0.2 million during the year ended December 31, 2021 upon the full repayment of the debt as discussed Note 9 “Debt”.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component, net of tax (in thousands):


	Foreign Currency Translation, Net of Tax		Unrealized Gain/ Losses on Available-for-Sale Debt Securities, Net of Tax		Total
Balance at December 31, 2020	$	135	$	—	$	135
Net unrealized loss	(187)		(1,487)		(1,674)
Balance at December 31, 2021	$	(52)	$	(1,487)	$	(1,539)
Net unrealized loss	—		(3,495)		(3,495)
Balance at December 31, 2022	$	(52)	$	(4,982)	$	(5,034)
Net unrealized gain	—		5,437		5,437
Balance at December 31, 2023	$	(52)	$	455	$	403

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

INCOME TAXES - Narrative (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Tax Credit Carryforward [Line Items]
Operating loss carryforwards, expiring beginning 2031	$ 61,400
Operating loss carryforwards with indefinite life	299,400
Federal
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	360,800
State
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	$ 202,332

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

The Company performed its annual impairment analysis of goodwill during the fourth quarter of fiscal year 2023 and concluded that it was more likely than not that the fair value of its reporting unit exceeds its carrying amount. In assessing the qualitative factors, the Company considered the impact of these key factors: change in industry and competitive environment, growth in market capitalization, and budgeted-to-actual revenue performance for the twelve months ended December 31, 2023. There have been no triggering events identified affecting the valuation of goodwill subsequent to the annual impairment test.

Goodwill—As of December 31, 2023 and 2022, goodwill was $69.6 million.

Purchased Intangible Assets—The following table presents details of the Company’s purchased intangible assets as of December 31, 2023 and 2022 (in thousands).


	December 31, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Developed technology	$	5,400	$	(2,146)	$	3,254	$	5,400	$	(1,065)	$	4,335
Customer relationships	6,900		(1,034)		5,866		6,900		(345)		6,555
Total	$	12,300	$	(3,180)	$	9,120	$	12,300	$	(1,410)	$	10,890

The Company recognized amortization expense of $1.8 million, $1.4 million and nil, for the years ended December 31, 2023, 2022, and 2021, respectively.

The following table summarizes estimated future amortization expense for the Company’s intangible assets as of December 31, 2023 (in thousands):


	Amount
2024	$	1,770
2025	1,770
2026	1,770
2027	705
2028 and thereafter	3,105
Total future amortization expense	$	9,120

RESTRUCTURING - Narrative (Details) - July 2023 Restructuring Plan $ in Millions	1 Months Ended
	Jul. 31, 2023	Dec. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Reduction of cost on workforce	0.30
Expected cost remaining		$ 4.3
Accrued expenses and other current liabilities		$ 0.1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

Use of Estimates

Segment Information

Concentration of Credit Risk and Other Risks and Uncertainties

Cash and Cash Equivalents

Accounts Receivable, Net

Accounts receivable consists of current trade receivables due from customers recorded at the invoiced amount, net of allowances for doubtful accounts.

Fair Value Measurement

Accounts receivable and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments.

Inventories

Property and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives as follows:


Machinery and equipment			3 - 7 years
Furniture and fixtures			3 years
Capitalized software and development costs			3 years
Leasehold improvements			Shorter of remaining lease term or 10 years

Impairment of Goodwill and Intangible Assets and Other Long-Lived Assets

Impairment of Goodwill

Intangible Assets and Other Long-Lived Assets

Investments

Transaction costs and Business Combination

Transaction costs

Business Combination

Intangible Assets

Operating Leases

Leases with a term of twelve months or less are not recognized on the consolidated balance sheets but are recognized as expense on a straight-line basis over the term of the lease.

Warrants Liability

Earn-out Arrangement

Comprehensive Loss and Foreign Currency Translation

Revenue Recognition

Nature of Revenue

The Company recognizes revenue from subscription, license, services and sale of products.

The Company’s contracts with customers typically do not include termination rights for convenience, nor do they include terms with a significant financing component.

Arrangements with Multiple Performance Obligations

Deferred Commission, Net

Advertising Costs

Advertising costs are expensed as incurred and included in selling, general, and administrative in the consolidated statements of operations.

Research and Development Costs

Research and development costs are expensed as incurred and consist primarily of salaries, consulting services, and other direct expenses.

Internal-Use Software Development Costs

Restructuring Costs

Stock-Based Compensation

The Company calculates the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions:

Dividend Yield — The Company has never declared or paid dividends and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

Common Stock Valuation

Redeemable Convertible Preferred Stock

Common Stock Warrants

Income Taxes

Net Loss per Share Attributable to Common Stockholders

Comprehensive Income (Loss)

Accounting Pronouncements

Recently Adopted Accounting Standards

Recently Issued Accounting Standards Not yet Adopted

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Jan. 18, 2022 USD ($) event shares	Dec. 31, 2021 USD ($)	Jul. 22, 2021 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Jul. 21, 2021 $ / shares	Dec. 31, 2020 USD ($)
Reverse Recapitalization [Line Items]
Allowance for doubtful accounts (less than $0.1 million in current period)		$ 291		$ 1,155	$ 1,212	$ 291		$ 799
Loss of excess inventory and purchase obligation		0		1,700	1,000	0
Remaining minimum amount committed, inventory				100	4,000
Impairment or disposal of long-lived assets, including intangible assets				0	0	0
Transaction costs paid		$ 36,300	$ 36,300	0	0	10,013
Additional paid in capital, reduction of proceeds			35,700
Transaction costs paid at closing			$ 600
Acquisition related cost				$ 0	$ 1,600	900
Earn-out (in shares) \| shares	23,500,000		23,460,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001		$ 0.001
Number of earnout triggers \| event	6
Earn out shares Issued after withholding of obligations	$ 21,500
Earn-out shares withheld for tax obligation (in shares) \| shares	2,000,000
Deferred sales commission				$ 7,000	$ 4,400
Advertising costs				$ 8,900	$ 17,300	$ 10,500
Matterport, Inc.
Reverse Recapitalization [Line Items]
Transaction costs paid			$ 10,000
Gores Holdings VI, Inc.
Reverse Recapitalization [Line Items]
Transaction costs paid			$ 26,300

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 82,902	$ 117,128
Short-term investments	305,264	355,815
Accounts receivable, net of allowance of $1,155 and $1,212, as of December 31, 2023 and December 31, 2022, respectively	16,925	20,844
Inventories	9,115	11,061
Prepaid expenses and other current assets	8,635	13,084
Total current assets	422,841	517,932
Property and equipment, net	32,471	30,559
Operating lease right-of-use assets	625	2,515
Long-term investments	34,834	3,959
Goodwill	69,593	69,593
Intangible assets, net	9,120	10,890
Other assets	7,671	4,947
Total assets	577,155	640,395
Current liabilities
Accounts payable	7,586	8,331
Deferred revenue	23,294	16,731
Accrued expenses and other current liabilities	13,354	23,916
Total current liabilities	44,234	48,978
Warrants liability	290	803
Deferred revenue, non-current	3,141	1,201
Other long-term liabilities	206	5,502
Total liabilities	47,871	56,484
Commitments and contingencies (Note 10)
Redeemable convertible preferred stock, $0.0001 par value; 30,000 shares authorized as of December 31, 2023 and 2022, respectively; nil shares issued and outstanding as of December 31, 2023 and 2022; and liquidation preference of nil as of December 31, 2023 and 2022, respectively	0	0
Stockholders’ equity:
Common stock, $0.0001 par value; 640,000 shares authorized as of December 31, 2023 and 2022, respectively; and 310,061 shares and 290,541 shares issued and outstanding as of December 31, 2023 and 2022, respectively	31	29
Additional paid-in capital	1,307,324	1,168,313
Accumulated other comprehensive income (loss)	403	(5,034)
Accumulated deficit	(778,474)	(579,397)
Total stockholders’ equity	529,284	583,911
Total liabilities and stockholders’ equity	$ 577,155	$ 640,395

COMMITMENTS AND CONTINGENCIES - Average Lease Term and Discounts (Details)	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease terms (in years)	1 year 2 months 12 days	2 years 1 month 6 days
Weighted-average discount rate	3.30%	3.30%

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS - Antidilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents (in shares)	57,491	74,316	95,397
Public and private warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents (in shares)	1,708	1,708	4,260
Earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents (in shares)	0	0	23,460
Common stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents (in shares)	27,910	33,417	42,227
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents (in shares)	26,349	37,176	24,744
ESPP Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents (in shares)	1,524	2,015	706

FAIR VALUE MEASUREMENTS - Reconciliation of Asset and Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Beginning balance	$ 803	$ 0
Transfer of Private Warrants from Level 2 to Level 3		3,416
Change in fair value	(513)	(2,613)
Ending balance	$ 290	$ 803

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Atlanta, Georgia
Auditor Firm ID	238

REDEEMABLE CONVERTIBLE PREFERRED STOCK - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 22, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Conversion of Legacy Matterport preferred shares		$ 164,461
Common Stock
Class of Stock [Line Items]
Aggregate shares issued upon conversion of Legacy Matterport preferred stock (in shares)	126,460,926
Conversion of Legacy Matterport preferred shares	$ 164,500

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
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+ Details

DEBT	12 Months Ended
DEBT	Dec. 31, 2023
Debt Disclosure [Abstract]
DEBT	DEBT 2015 Term Loan and Line of Credit—On September 16, 2019, the Company amended and restated the Loan and Security Agreement (the “2015 Agreement”) entered into on May 20, 2015 and restated on May 22, 2017 (the “2015 Amended and Restated Agreement”) and October 26, 2017 (the “2017 Amendment”) with the lender (the “2017 Second Amended and Restated Agreement”). The agreement provided the Company with a term loan up to $3.0 million (“2019 Term Loan”). The loan must be first used to repay the prior term loan and accrued interest. The Company borrowed the full $3.0 million on September 16, 2019, and $1.0 million of the amount was used to repay in full the outstanding principal and interest under the 2017 Amendment. The term loan matures on May 1, 2023. The Company was required to make 36 equal installments payments of principal, plus monthly payment of accrued interest starting in June 2020 through May 2023. The term loan bears interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate and (b) 5.25%. The amendment also provided the Company with a revolving line of credit up to $3.0 million due in September 2020. The Company borrowed $3.0 million under the line of credit on September 27, 2019. The principal amount outstanding under the revolving line of credit bears interest at a floating per annum rate equal to the greater of (a) 0.5% above the Prime Rate and (b) 5.25%. Interest is payable monthly. The restructuring of the term loan was accounted for as an extinguishment. The loss on extinguishment was not material. On April 28, 2020, the Company amended the 2017 Second Amended and Restated Agreement with the lender (the “2020 Amendment”) to increase the limit of the revolving line of credit from $3.0 million to $5.0 million and extend the maturity date of the revolving line to December 15, 2020. On December 22, 2020, the Company amended and extended the line of credit maturity date from December 15, 2020, through December 14, 2021. The interest rates for the term loan and the revolving line of credit were 5.25%. In July 2021, the Company repaid in full the line of credit of $3.0 million. For years ended December 31, 2023, 2022, and 2021, the Company recorded nil, nil, and $0.2 million of interest expenses under the 2019 Term Loan and the Line of Credit, respectively. The Company repaid $2.4 million of principal outstanding under the 2019 Term Loan during the year ended December 31, 2021. The 2015 Term Loan was fully repaid as of September 30, 2021. 2018 Term Loan—On April 20, 2018, the Company entered into a $10.0 million term loan agreement (the “2018 Agreement”) with a lender maturing on May 1, 2022. The loan was repayable in 48 monthly scheduled installments commencing on May 1, 2018. The Company was required to make interest-only payments for the first 12 months starting May 2018 and thereafter to make 36 equal installment payments through the maturity date of the loan. The interest rate was fixed at 11.5% per annum. In connection with the execution of the 2018 Agreement, an additional final payment of $0.5 million is due at the earlier of the maturity date and prepayment of the term loan. The Company accreted the final payment liability up to the redemption amount as part of the 2018 Agreement term loan balance and recognized interest expense over the term of the loan. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which was recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance cost was capitalized and amortized as interest expense over the initial term of the agreement. For the years ended December 31, 2023, 2022, and 2021, the Company recorded nil, nil, and $0.3 million of interest expense, respectively. For the year ended December 31, 2021, the Company repaid $5.6 million of principal outstanding under the 2018 Agreement. The amount repaid in the year ended December 31, 2021 included a $0.5 million required final payment fee pursuant to the 2018 Agreement and $0.1 million prepayment fee as the Company fully repaid the 2018 Term Loan in July 2021. The Company recorded $0.1 million loss on the extinguishment for the year ended December 31, 2021. 2020 Term Loan—On February 20, 2020, the Company entered into a $2.0 million term loan agreement (“2020 Term Loan”) with a lender. The loan was provided under two facilities: facility A was comprised of $1.0 million maturing in 36 months, and facility B was comprised of $1.0 million maturing in 30 months. On April 17, 2020, the Company borrowed $1.0 million from facility A, and on October 12, 2020 the Company borrowed the full $1.0 million from facility B. In addition to the principal payment, both loan facilities require a fixed monthly coupon payment. The aggregated annual coupon payment was $0.1 million. The principal was payable in 24 equal installments commencing on May 31, 2021 through April 30, 2023. The interest rate was fixed at 4.75% per annum. The Company incurred certain debt issuance costs in connection with the above loan agreements. Such cost was capitalized against the loan proceeds. The Company also issued warrants to purchase common stock in conjunction with the above loan agreements. The Company determined the fair value of the warrants using the Black-Scholes option-pricing model, which is recorded to additional paid-in capital and an adjustment against the loan proceeds. The debt issuance costs were amortized as additional interest expense over the term of the agreement. For the years ended December 31, 2023, 2022, and 2021, the Company recorded nil, nil, and $0.2 million of interest expense, respectively. The Company started repayment of principal in May 2021 and repaid $2.0 million of principal outstanding in the year ended December 31, 2021. The Company fully repaid the 2020 Term Loan and recorded $0.1 million loss on the 2018 Term Loan extinguishment for year ended December 31, 2021. The Company fully repaid all debt as of December 31, 2021.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

FAIR VALUE MEASUREMENTS - Amortized Cost and Fair Value by Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Due within one year	$ 304,918
Due between one and three years	34,725
Total available-for-sale investments	339,643	$ 364,808
Fair value, due within one year	305,264
Fair value, due between one and three years	34,834
Total available-for-sale investments	$ 340,098	$ 359,774

REVENUE - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 157,748	$ 136,125	$ 111,174
Over time revenue
Disaggregation of Revenue [Line Items]
Total revenue	124,859	101,057	73,867
Point-in-time revenue
Disaggregation of Revenue [Line Items]
Total revenue	32,889	35,068	37,307
United States
Disaggregation of Revenue [Line Items]
Total revenue	100,164	81,842	67,544
International
Disaggregation of Revenue [Line Items]
Total revenue	$ 57,584	$ 54,283	$ 43,630

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Section S99
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+ Details

CONTINGENT EARN-OUT AWARDS - Valuation Assumptions (Details)	Dec. 31, 2021	Dec. 31, 2022
Current stock price
Reverse Recapitalization [Line Items]
Derivative liability, measurement input		20.64
Expected term (in years)
Reverse Recapitalization [Line Items]
Derivative liability, measurement input period	5 years 1 month 6 days
Expected volatility
Reverse Recapitalization [Line Items]
Derivative liability, measurement input		0.670
Risk-free interest rate
Reverse Recapitalization [Line Items]
Derivative liability, measurement input		0.013
Expected dividend yield
Reverse Recapitalization [Line Items]
Derivative liability, measurement input		0

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

As a result of the Reverse Recapitalization, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Closing Date by multiplying them by the exchange ratio of approximately 4.1193 used to determine the number of shares of common stock into which they converted. The common stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.

Net loss per share attributable to common stockholders was computed by dividing net loss by the weighted-average number of common shares outstanding for the years ended December 31, 2023, 2022, and 2021 (in thousands, except for per share data):


	Year Ended December 31,
		2023		2022		2021
Numerator:


Net loss attributable to common stockholders, basic and diluted		$	(199,077)	$	(111,339)	$	(338,060)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted		300,697		283,585		131,278
Net loss per share attributable to common stockholders, basic and diluted		$	(0.66)	$	(0.39)	$	(2.58)

The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders, basic and diluted, because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (shares in thousands):


	As of December 31,
	2023	2022	2021
Public and private warrants	1,708	1,708	4,260
Earn-out shares	—	—	23,460


Common stock options outstanding	27,910	33,417	42,227
Unvested RSUs	26,349	37,176	24,744
ESPP Shares	1,524	2,015	706
Total potentially dilutive common stock equivalents	57,491	74,316	95,397

PUBLIC AND PRIVATE WARRANTS (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Warrant Liability


	Public Warrants	Private Warrants	Total Warrants
Warrants assumed upon the Closing of the Merger	6,900	4,450	11,350
Warrants Exercised	(4,348)	(2,742)	(7,090)
Outstanding as of December 31, 2021	2,552	1,708	4,260
Warrants Exercised	(1,993)	—	(1,993)
Warrants Redeemed	(559)	—	(559)
Outstanding as of December 31, 2022	—	1,708	1,708

Summary of Earn-out Shares Valuation

The following table provides the assumptions used to estimate the fair value of the Private Warrants:


	December 31, 2023		December 31, 2022
Current stock price	$	2.69	$	2.80
Strike price	$	11.50	$	11.50
Expected term (in years)	2.56		3.56
Expected volatility	60.0%		66.0		%
Risk-free interest rate	4.0%		4.2		%
Expected dividend yield	—%		—		%

Assumptions used in the valuation are described below:


	As of
	December 31, 2021
Current stock price	$	20.64
Expected term (in years)	5.1
Expected volatility	67.0		%
Risk-free interest rate	1.3		%
Expected dividend yield	0		%

The assumptions used to estimate the fair value of Earn-out Awards granted during the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022	2021
Current stock price	$13.34 - $19.61	$13.93 – $27.86
Expected term	5.1 years	5.1 – 5.5 years
Expected volatility	67.0%	40.0% – 67.0%
Risk-free interest rate	1.3%	0.8% – 1.3%
Expected dividend yield	0%	0%

Schedule of Warrants Measured at Fair Value

The following table presents the changes in the fair value of warrants liability (in thousands) during the years ended December 31, 2023, 2022 and 2021:


	Public Warrants		Private Warrants		Total Warrant Liabilities
Fair value at Closing of the Merger	$	38,984	$	25,143	$	64,127
Change in fair value	29,431		18,939		48,370
Warrants Exercised	(45,086)		(28,437)		(73,523)
Fair value at December 31, 2021	$	23,329	$	15,645	$	38,974
Change in fair value	(12,193)		(14,842)		(27,035)
Warrants Exercised	(10,018)		—		(10,018)
Warrants Redemption	(1,118)		—		(1,118)
Fair value at December 31, 2022	$	—	$	803	$	803
Change in fair value	—		(513)		(513)
Fair value at December 31, 2023	$	—	$	290	$	290

STOCK PLAN - Stock Option Activities (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Balance, beginning (in shares)	33,417	42,227	49,206
Expired or canceled (in shares)	(411)	(1,490)	(2,907)
Exercised (in shares)	(5,096)	(7,320)	(4,072)
Balance, ending (in shares)	27,910	33,417	42,227	49,206
Exercisable (in shares)	27,152
Weighted Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 0.65	$ 0.63	$ 0.62
Exercised (in dollars per share)	0.64	0.76	0.69
Expired or canceled (in dollars per share)	0.59	0.52	0.51
Ending Balance (in dollars per share)	0.66	$ 0.65	$ 0.63	$ 0.62
Exercisable (in dollars per share)	$ 0.65
Options outstanding, weighted-average remaining contractual term (in years)	5 years 3 months 10 days	6 years 1 month 6 days	6 years 10 months 24 days	8 years 1 month 6 days
Options exercisable, weighted-average remaining contractual term (in years)	5 years 2 months 26 days
Options outstanding, aggregate intrinsic value	$ 56,638	$ 71,842	$ 844,909	$ 245,565
Options exercised, aggregate intrinsic value	11,241
Options exercisable, aggregate intrinsic value	$ 55,361

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

The components of the net loss before income taxes, determined by jurisdiction, for the years ended December 31, 2023, 2022, and 2021, were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
United States	$	(200,077)	$	(111,748)	$	(339,094)
Foreign	1,184		1,652		817
Loss before income taxes	$	(198,893)	$	(110,096)	$	(338,277)

The provision (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021 were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Current
United States	$	—	$	—	$	22
International	305		1,192		146
Total current tax expense	305		1,192		168
United States	—		(323)		—
International	(121)		374		(385)
Total deferred tax expense	(121)		51		(385)
Total tax expense	$	184	$	1,243	$	(217)

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating losses and tax credit carryforwards.

The components of the deferred tax assets for the years ended December 31, 2023 and 2022 consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	88,829	$	71,405
Research and development credits carryforward	12,919		10,382
Accruals	1,545		2,100
Other	2,262		1,343
Interest expense carryforward	—		315
Fixed assets	60		85
Stock-based compensation	3,657		13,880
Capitalized research and development costs	28,111		19,671
Total deferred tax assets	$	137,383	$	119,181
Less: valuation allowance	(127,171)		(109,471)
Deferred tax liabilities:
Intangibles	(8,276)		(8,051)
Deferred commissions	(1,655)		(1,046)
Right-of-use asset	(148)		(601)
Total deferred tax liabilities	(10,079)		(9,698)
Net deferred tax assets	$	133	$	12

For the year ended December 31, 2023, the increase in the Company’s valuation allowance compared to the prior year was primarily due to the 2023 net operating losses and the capitalized research and development costs under Section 174. For the year ended December 31, 2022, the increase in the Company’s valuation allowance compared to the prior year was primarily due to the 2022 net operating losses, stock-based compensation, and the capitalized research and development costs under Section 174.

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. Management considers projected future taxable income and tax planning strategies in making this assessment. Because of the Company's history of operating losses, management believes that recognition of the domestic deferred tax assets arising from the above-mentioned future tax benefits are currently not likely to be realized. As of December 31, 2023, the Company has a valuation allowance for federal and state deferred tax assets that the Company believes will, more likely than not, be unrealizable.

The table below presents the changes in the valuation allowance for deferred tax assets for the years ended December 31, 2023 and 2022 (in thousands):



Description	Balance at beginning of period		Additions charges to costs and expenses	Write-offs and deductions	Balance at end of period
Valuation allowance for deferred tax assets
For the Year Ended December 31, 2023	$	109,471	17,700	—	$	127,171
For the Year Ended December 31, 2022	$	56,344	53,127	—	$	109,471
For the Year Ended December 31, 2021	$	35,023	21,321	—	$	56,344

Net operating loss and tax credit carryforwards as of December 31, 2023 were as follows (in thousands):


	Amount		Expiration Years
NOLs, federal (Post December 31, 2017)	$	299,395	Do Not Expire
NOLs, federal (Pre January 1, 2018)	61,397		12/31/2031
NOLs, state	202,332		12/31/2032
Tax credits, federal	14,684		12/31/2032
Tax credits, state	$	8,667	Do Not Expire

The effective tax rate of the Company’s provision for income taxes differed from the federal statutory rate as of December 31, 2023, 2022, and 2021 as follows:


	Year Ended December 31,
	2023		2022		2021
Statutory federal income benefit rate	21.0	%	21.0	%	21.0	%
State income tax rate	1.4		7.0		1.1
Change in valuation allowance	(8.9)		(48.3)		(6.3)
Research and development credits	0.7		1.7		0.3
Other	0.3		1.7		(4.2)
Convertible notes — nondeductible	—		—		—
Section 162(m) — executive compensation	(1.3)		(1.8)		—
Stock-based compensation	(13.5)		(12.5)		(0.2)
Change in fair value of contingent earn-out liability	—		25.9		(8.7)
Change in fair value of warrants liability	0.1		5.2		(3.0)
Foreign rate differential	0.1		(1.0)		0.1

Effective tax rate	(0.1)	%	(1.1)	%	0.1	%

The Company had net operating loss carryovers (“NOLs”) for federal and state income tax purposes of approximately, $360.8 million and $202.3 million, respectively, as of December 31, 2023. $61.4 million of federal NOLs will expire beginning in 2031, while $299.4 million generated after the Tax Cuts and Jobs Act (the “TCJA”), will have an indefinite life. The state NOLs will expire if unused starting in 2032.

The Company’s utilization of NOLs is subject to an annual limitation due to ownership changes that have occurred previously or that could occur in the future as provided in Section 382 of the Code (“Section 382”), as well as similar state provisions. Section 382 limits the utilization of NOLs when there is a greater than 50% change of ownership as determined under the regulations. Since its formation, the Company has raised capital through the issuance of capital stock and various convertible instruments which, combined with the purchasing shareholders’ subsequent disposition of these shares, has

resulted in multiple ownership changes as defined by Section 382, and could result in an ownership change in the future upon subsequent disposition. The Company has not undertaken an analysis of whether the Merger constituted an “ownership change” for purposes of Section 382 and Section 383 of the U.S. Tax Code. Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including changes in connection with the Merger or other transactions. The Company’s utilization of NOLs may also be adversely affected by future changes in federal and state tax laws and regulations. As of December 31, 2023, the Company has not undertaken any analyses in respect of Section 382 to determine the annual limitation and if any of the tax attributes are subject to a permanent limitation.

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as income tax expenses in the Consolidated Statement of Operations. Penalties would be recognized as a component of “Selling, general and administrative expenses” in the Consolidated Statement of Operations.

A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021, was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Unrecognized tax benefits — beginning	$	7,533	$	5,003	$	3,662
Gross Increases — prior-year unrecognized tax benefits	—		119		—
Gross Increases — current-year unrecognized tax benefits	1,807		2,411		1,341
Unrecognized tax benefits — ending	$	9,340	$	7,533	$	5,003

The entire amount of the unrecognized tax benefits would not impact the Company’s effective tax rate if recognized. During the years ended December 31, 2023, 2022, and 2021, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months.

The Company files income tax returns in the U.S. federal and state jurisdictions. Due to net operating loss carryforwards, all years since the inception of incorporation remain open for income tax authorities’ examination. The Company is not currently under examination by income tax authorities in federal, state, or other foreign jurisdictions.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jul. 22, 2021	Jul. 21, 2021
Earnings Per Share [Abstract]
Recapitalization exchange ratio				4.1193	4.1193
Numerator:
Net loss attributable to common stockholders, basic \| $	$ (199,077)	$ (111,339)	$ (338,060)
Net loss available to common stockholders, diluted \| $	$ (199,077)	$ (111,339)	$ (338,060)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) \| shares	300,697	283,585	131,278
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) \| shares	300,697	283,585	131,278
Net loss attributable to common stockholders, basic (in dollars per share) \| $ / shares	$ (0.66)	$ (0.39)	$ (2.58)
Net loss attributable to common stockholders, diluted (in dollars per share) \| $ / shares	$ (0.66)	$ (0.39)	$ (2.58)

REVENUE - Contract Balances (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 15,094	$ 19,037
Unbilled accounts receivable	1,831	1,807
Deferred revenue	$ 26,435	$ 17,932

ACQUISITIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jun. 10, 2022	Jan. 05, 2022
Business Acquisition [Line Items]
Goodwill	$ 69,593	$ 69,593
VHT Inc
Business Acquisition [Line Items]
Goodwill			$ 15,603
Identified intangible assets			6,900
Net assets acquired			215
Total			$ 22,718
Enview, Inc.
Business Acquisition [Line Items]
Goodwill				$ 53,990
Identified intangible assets				5,400
Net assets acquired				$ 4,934

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company's lease arrangements comprise of operating leases with various expiration dates through the first quarter of 2025. The lease term for all of the Company’s leases includes the noncancellable period of the lease. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into our determination of the duration of the lease arrangement.

The Company's leases do not contain any material residual value guarantees.

During the years ended December 31, 2023 and 2022, the total operating lease costs were $1.9 million and $2.1 million, respectively, which included immaterial short-term lease costs. Total variable lease costs were immaterial during the years ended December 31, 2023 and 2022. The total operating and variable lease costs were included in cost of goods sold, research and development, and selling, general and administrative expenses in the Company's consolidated statement of operations.

Rent expense for the year ended December 31, 2021 was $1.8 million, prior to our adoption of the new lease guidance.

Average lease terms and discount rates were as follows:


	Year Ended December 31,
	2023		2022
Weighted-average remaining lease terms (in years)	1.2		2.1
Weighted-average discount rate	3.3	%	3.3	%

For the years ended December 31, 2023 and 2022, cash paid for amounts included in the measurement of operating lease liabilities was $1.3 million and $1.2 million, respectively. There were no right-of-use assets obtained in exchange for new operating lease liabilities for the year ended December 31, 2023 and 2022, as the Company did not enter any new leases.

The following table presents maturities of operating lease liabilities as of December 31, 2023 (in thousands):


	Amount
Fiscal years ending December 31,
2024	$	1,306
2025	207
2026	—


Thereafter	—
Total operating lease payments	1,513
Less: imputed interest	(30)
Present value of operating lease liabilities	$	1,483
Current portion of operating lease liabilities (1)	$	1,277
Long-term operating lease liabilities (2)	$	206

(1) Current portion of operating lease liabilities is included in accrued expenses and other current liabilities in the consolidated balance sheet.

(2) Long-term portion of operating lease liabilities is included in other long-term liabilities in the consolidated balance sheet.

Purchase Obligation—The Company has purchase obligations, which includes agreements and issued purchase orders containing non-cancelable payment terms to purchase goods and services. As of December 31, 2023, future minimum purchase obligations are as follows (in thousands):


	Purchase Obligations

2024	$	16,554
2025	243
2026 and thereafter	—



Total	$	16,797

Litigation—The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss.

On July 23, 2021, plaintiff William J. Brown, a former employee and a shareholder of Matterport, Inc. (now known as Matterport Operating, LLC) (“Legacy Matterport”), sued Legacy Matterport, Gores Holdings VI, Inc. (now known as Matterport, Inc.), Maker Merger Sub Inc., Maker Merger Sub II, LLC, and Legacy Matterport directors R.J. Pittman, David Gausebeck, Matt Bell, Peter Hebert, Jason Krikorian, Carlos Kokron and Michael Gustafson (collectively, the “Defendants”) in the Court of Chancery of the State of Delaware. The plaintiff’s initial complaint claimed that Defendants imposed invalid transfer restrictions on his shares of Matterport stock in connection with the merger transactions between Matterport, Inc. and Legacy Matterport (the “Transfer Restrictions”), and that Legacy Matterport’s board of directors violated their fiduciary duties in connection with a purportedly misleading letter of transmittal. The initial complaint sought damages and costs, as well as a declaration from the court that he may freely transfer his shares of Class A common stock of Matterport received in connection with the merger transactions. An expedited trial regarding the facial validity of the Transfer Restrictions took place in December 2021. On January 11, 2022, the court issued a ruling that the Transfer Restrictions did not apply to the plaintiff. The opinion did not address the validity of the Transfer Restrictions more broadly. Matterport filed a notice of appeal of the court’s ruling on February 8, 2022, and a hearing was held in front of the Delaware Supreme Court on July 13, 2022, after which the appellate court affirmed the lower court’s ruling. Separate proceedings regarding the plaintiff’s remaining claims are pending. The plaintiff filed a Third Amended Complaint on September 16, 2022, which asserts the causes of action described above but omits as defendants Maker Merger Sub Inc., Maker Merger Sub II, LLC, and Legacy Matterport directors David Gausebeck, Matt Bell, and Carlos Kokron, and adds an additional cause of action alleging that Matterport, Inc. violated the Delaware Uniform Commercial Code by failing to timely register Brown’s requested transfer of Matterport, Inc. shares. The remaining defendants’ answer to the Third

Amended Complaint was filed on November 9, 2022, and the parties have completed discovery. Trial was held in November 2023 and a post-trial hearing was held on February 22, 2024.

On February 1, 2024, two stockholders, Laurie Hanna and Vasana Smith (collectively “Plaintiffs”) filed a complaint derivatively on behalf of Matterport, Inc. against R.J. Pittman, Michael Gustafson, Peter Hebert, James Krikorian, James Daniel Fay, David Gausebeck, Japjit Tulsi, Judi Otteson, Jay Remley, and numerous shareholders of Matterport, Inc. (collectively “Defendants”) in the Court of Chancery of the State of Delaware. The complaint alleges that the issuance of 23,460,000 Earn-Out shares worth $225 million was a breach of fiduciary duty and an act of corporate waste, which unjustly enriched recipients of the Earn-Out shares at the expense of Matterport and its common stockholders. Specifically, the Plaintiffs allege that issuance of the Earn-Out Shares violated the February 7, 2021 Agreement and Plan of Merger pursuant to which Legacy Matterport and Gores Holding VI, a publicly listed special purpose acquisition company, and two Gores subsidiaries merged, providing Legacy Matterport shareholders with shares of the surviving public company which took the name Matterport. The complaint seeks disgorgement all unjust enrichment by the Defendants, an award of compensatory damages to Matterport, an award of costs and disbursements to the Plaintiffs, as well as a declaration that Plaintiffs may maintain the action on behalf of Matterport and that Plaintiffs are adequate representatives of Matterport, and a finding that demand on the Matterport board is excused as futile.

On July 20, 2021, the Company, then operating under the name Gores Holdings VI, Inc., held a special meeting of stockholders (the “2021 Special Meeting”) in lieu of the 2021 annual meeting of the Company’s stockholders to approve certain matters relating to its proposed business combination with Matterport, Inc., Maker Merger Sub, Inc. and Maker Merger Sub II, LLC. One of these matters was a proposal to adopt the Second Amended and Restated Certificate of Incorporation of the Company (the “New Certificate of Incorporation”), which, among other things, increased the total number of authorized shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), from 400,000,000 shares to 600,000,000 shares. The New Certificate of Incorporation was approved by a majority of the shares of Class A common stock and the Company’s Class F common stock, par value $0.0001 per share (the “Class F common stock”), voting together as a single class, that were outstanding as of the record date for the 2021 Special Meeting. After the 2021 Special Meeting, the business combination was consummated and the New Certificate of Incorporation became effective. A December 2022 decision of the Delaware Court of Chancery (the “Court of Chancery”) has created uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (“DGCL”) would have required the New Certificate of Incorporation to be approved by a separate vote of the majority of the Company’s then-outstanding shares of Class A common stock, in addition to a majority of the shares of Class A common stock and Class F common stock voting together. The Company continues to believe that a separate vote of Class A common stock was not required to approve the New Certificate of Incorporation. However, in light of the Court of Chancery decision, on February 16, 2023, the Company filed a petition (the “Petition”) in the Court of Chancery pursuant to Section 205 of the DGCL seeking validation of the New Certificate of Incorporation, and the shares issued in reliance on the effectiveness of the New Certificate of Incorporation to resolve any uncertainty with respect to those matters. Section 205 of the DGCL permits the Court of Chancery, at its discretion, to ratify and validate potentially defective corporate acts and stock after considering a variety of factors. On March 14, 2023, the Court of Chancery granted the Petition validating the New Certificate of Incorporation and all shares of capital stock issued in reliance on the effectiveness of the New Certificate of Incorporation.

On May 11, 2020, Redfin Corporation (“Redfin”) was served with a complaint by Appliance Computing, Inc. III, d/b/a Surefield (“Surefield”), filed in the United States District Court for the Western District of Texas, Waco Division. In the complaint, Surefield asserted that Redfin’s use of Matterport’s 3D-Walkthrough technology infringes four of Surefield’s patents. Redfin has asserted defenses in the litigation that the patents in question are invalid and have not been infringed upon. We have agreed to indemnify Redfin for this matter pursuant to our existing agreements with Redfin. The parties have vigorously defended against this litigation. The matter went to jury trial in May 2022 and resulted in a jury verdict finding that Redfin had not infringed upon any of the asserted patent claims and that all asserted patent claims were invalid. Final judgment was entered on August 15, 2022. On September 12, 2022, Surefield filed post trial motions seeking to reverse the jury verdict. Redfin has filed oppositions to the motions. In addition, on May 16, 2022, the Company filed a declaratory judgment action against Appliance Computing III, Inc., d/b/a Surefield, seeking a declaratory judgment that the Company had not infringed upon the four patents asserted against Redfin and one additional, related patent. The matter is pending in the Western District of Washington and captioned Matterport, Inc. v. Appliance Computing III, Inc. d/b/a Surefield, Case No. 2:22-cv-00669 (W.D. Wash.). Surefield has filed a motion to dismiss or in the alternative transfer the case to the United States District Court for the Western District of Texas. The Company filed an opposition to the motion. On August 28, 2023, the Court denied Surefield’s motion to dismiss the Washington case but stayed the action pending the resolution of the Texas case.

On January 29, 2021, Legacy Matterport received a voluntary request for information from the Division of Enforcement of the SEC relating to certain sales and repurchases of its securities in the secondary market. We believe we have complied fully with the request. We have not received any updates from the SEC as to the scope, duration or ultimate resolution of the investigation.

The Company monitors developments in these legal matters that could affect the estimate if the Company had previously accrued. As of December 31, 2023, 2022 and 2021, there were no amounts accrued that the Company believes would be material to its financial position.

Indemnification—In the ordinary course of business, the Company enters into certain agreements that provide for indemnification by the Company of varying scope and terms to customers, vendors, directors, officers, employees and other parties with respect to certain matters. Indemnification includes losses from breach of such agreements, services provided by the Company, or third-party intellectual property infringement claims. These indemnities may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments, in some circumstances, are not subject to a cap. As of December 31, 2023, there were no known events or circumstances that have resulted in a material indemnification liability.

BALANCE SHEET COMPONENTS - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 80,278	$ 60,699
Accumulated depreciation and amortization	(47,807)	(30,140)
Total property and equipment, net	32,471	30,559
Depreciation and amortization	19,437	13,297	$ 5,824
Capitalized computer software additions	19,500	26,700	10,800
Capitalized computer software amortization	16,900	11,200	5,500
Costs of revenue
Property, Plant and Equipment [Line Items]
Capitalized computer software amortization	15,500	10,200	4,700
Selling, general, and administrative
Property, Plant and Equipment [Line Items]
Capitalized computer software amortization	1,400	1,000	800
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	4,087	3,948
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	355	355
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	713	734
Capitalized software and development costs
Property, Plant and Equipment [Line Items]
Total property and equipment	75,123	55,662
Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 17,700	$ 11,900	$ 5,800

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Summary of Net Loss Per Share Attributable to Common Stockholders, Basic and Diluted


	Year Ended December 31,
		2023		2022		2021
Numerator:


Net loss attributable to common stockholders, basic and diluted		$	(199,077)	$	(111,339)	$	(338,060)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted		300,697		283,585		131,278
Net loss per share attributable to common stockholders, basic and diluted		$	(0.66)	$	(0.39)	$	(2.58)

Summary of Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share Attributable to Common Stockholders


	As of December 31,
	2023	2022	2021
Public and private warrants	1,708	1,708	4,260
Earn-out shares	—	—	23,460


Common stock options outstanding	27,910	33,417	42,227
Unvested RSUs	26,349	37,176	24,744
ESPP Shares	1,524	2,015	706
Total potentially dilutive common stock equivalents	57,491	74,316	95,397

ACQUISITIONS - Schedule of Unaudited Pro Forma Financial Information (Details) - VHT Inc - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Total revenue	$ 146,573	$ 129,840
Net loss	$ (110,625)	$ (338,927)
Basic earnings per share (in dollars per share)	$ (0.39)	$ (2.58)
Diluted earnings per share (in dollars per share)	$ (0.39)	$ (2.58)

EMPLOYEE BENEFITS PLANS (Details) - USD ($) $ in Millions	12 Months Ended
EMPLOYEE BENEFITS PLANS (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
United Kingdom \| Pension Plan
Defined Contribution Plan Disclosure [Line Items]
Discretionary matching contribution	$ 0.4	$ 0.4	$ 0.3

RESTRUCTURING

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

RESTRUCTURING

July 2023 Restructuring Plan

In July 2023, the Company announced a restructuring plan (the "2023 Plan") intended to reduce operating costs and continue to accelerate its path to profitable growth. As part of the 2023 Plan, the Company commenced a workforce reduction of approximately 30%. The Company also recorded accelerated amortization costs to real estate operating lease right-of-use assets, which was primarily related to the cease use of certain leased office spaces to adjust our office space footprint to better align with the needs of our operation and the remote-work organizational structure.

As of December 31, 2023, the Company substantially completed all actions under the 2023 Plan. Total restructuring costs associated with the 2023 Plan were $4.3 million and impacted cost of revenue and operating expenses in the consolidated statement of operations during the year ended December 31, 2023 were as follows (in thousands):


	Severance and Other Personnel Costs		Office Space Reductions(1)		Total
Cost of revenue - Subscription	$	5	$	—	$	5
Cost of revenue - Services	167		—		167
Cost of revenue - Product	183		—		183
Cost of revenue	355		—		355
Research and development	669		274		943
Selling, general, and administrative	2,311		687		2,998
Total restructuring charge	$	3,335	$	961	$	4,296

(1) Office space reductions primarily represent the accelerated amortization expense related to operating lease right-of-use assets.

As of December 31, 2023, $0.1 million restructuring-related liabilities were recorded in accrued expenses and other current liabilities, primarily related to the unpaid severance costs.

GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 12,300	$ 12,300
Accumulated Amortization	(3,180)	(1,410)
Total future amortization expense	9,120	10,890
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,400	5,400
Accumulated Amortization	(2,146)	(1,065)
Total future amortization expense	3,254	4,335
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,900	6,900
Accumulated Amortization	(1,034)	(345)
Total future amortization expense	$ 5,866	$ 6,555

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 69,593	$ 69,593
Amortization of Intangible Assets	$ 1,800	$ 1,400	$ 0

- Definition

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) d	Dec. 31, 2022 USD ($)
Cash and Cash Equivalents [Line Items]
Receivables from credit card processors \| $	$ 1.9	$ 0.8
Minimum
Cash and Cash Equivalents [Line Items]
Number of business days to convert credit card receivables to cash	3
Maximum
Cash and Cash Equivalents [Line Items]
Number of business days to convert credit card receivables to cash	5

PUBLIC AND PRIVATE WARRANTS - Fair Value (Details) - USD ($) $ in Thousands	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jul. 22, 2021
Class of Warrant or Right [Line Items]
Fair value at Closing of the Merger	$ 38,974	$ 290	$ 803	$ 38,974	$ 64,127
Warrant Liability [Roll Forward]
Warrants outstanding, beginning (in shares)		803	38,974
Change in fair value of warrants liability	48,370	(513)	(27,035)	48,370
Warrants Exercised	(73,523)		(10,018)
Warrants Redemption			(1,118)
Warrants outstanding, ending (in shares)	38,974	290	803	38,974
Public Warrants
Class of Warrant or Right [Line Items]
Fair value at Closing of the Merger	23,329	0	0	23,329	38,984
Warrant Liability [Roll Forward]
Warrants outstanding, beginning (in shares)		0	23,329
Change in fair value of warrants liability	29,431	0	(12,193)
Warrants Exercised	(45,086)		(10,018)
Warrants Redemption			(1,118)
Warrants outstanding, ending (in shares)	23,329	0	0	23,329
Private Warrants
Class of Warrant or Right [Line Items]
Fair value at Closing of the Merger	15,645	290	803	15,645	$ 25,143
Warrant Liability [Roll Forward]
Warrants outstanding, beginning (in shares)		803	15,645
Change in fair value of warrants liability	18,939	(513)	(14,842)
Warrants Exercised	(28,437)		0
Warrants Redemption			0
Warrants outstanding, ending (in shares)	$ 15,645	$ 290	$ 803	$ 15,645

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Property, Plant and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives as follows:


Machinery and equipment			3 - 7 years
Furniture and fixtures			3 years
Capitalized software and development costs			3 years
Leasehold improvements			Shorter of remaining lease term or 10 years

Property and equipment as of December 31, 2023 and 2022, consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022
Machinery and equipment	$	4,087	$	3,948
Furniture and fixtures	355		355
Leasehold improvements	713		734
Capitalized software and development costs	75,123		55,662
Total property and equipment	80,278		60,699
Accumulated depreciation and amortization	(47,807)		(30,140)
Total property and equipment, net	$	32,471	$	30,559

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Total revenue	$ 157,748	$ 136,125	$ 111,174
Total costs of revenue	87,258	84,279	51,203
Gross profit	70,490	51,846	59,971
Operating expenses:
Research and development	67,305	85,025	55,379
Selling, general, and administrative	217,424	242,306	152,360
Total operating expenses	284,729	327,331	207,739
Loss from operations	(214,239)	(275,485)	(147,768)
Other income (expense):
Interest income	6,406	6,280	1,811
Interest expense	0	0	(676)
Transaction costs	0	0	(565)
Change in fair value of warrants liability	513	27,035	(48,370)
Change in fair value of contingent earn-out liability	0	136,043	(140,454)
Other income (expense), net	8,427	(3,969)	(2,255)
Total other income (expense)	15,346	165,389	(190,509)
Loss before provision (benefit) for income taxes	(198,893)	(110,096)	(338,277)
Provision (benefit) for income taxes	184	1,243	(217)
Net loss	$ (199,077)	$ (111,339)	$ (338,060)
Net loss per share, basic and diluted
Basic (in dollars per share)	$ (0.66)	$ (0.39)	$ (2.58)
Diluted (in dollars per share)	$ (0.66)	$ (0.39)	$ (2.58)
Weighted-average shares used in per share calculation, basic and diluted
Basic (in shares)	300,697	283,585	131,278
Diluted (in shares)	300,697	283,585	131,278
Subscription
Total revenue	$ 87,238	$ 73,789	$ 61,275
Total costs of revenue	29,007	24,259	14,754
License
Total revenue	110	97	4,761
Total costs of revenue	0	0	0
Services
Total revenue	37,621	27,268	12,592
Total costs of revenue	26,643	18,992	10,046
Product
Total revenue	32,779	34,971	32,546
Total costs of revenue	$ 31,608	$ 41,028	$ 26,403

STOCKHOLDERS’ EQUITY - Shares Reserved for Future Issuance (Details) shares in Thousands	Dec. 31, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved	78,111
Private warrants to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved	1,708
Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved	54,259
Shares available for future grant under 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved	10,972
Shares available for future grant under 2021 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved	11,172

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

CONTINGENT EARN-OUT AWARDS (Tables)

12 Months Ended

Dec. 31, 2023

Reverse Recapitalization [Abstract]

Summary of Earn-out Shares Valuation

The following table provides the assumptions used to estimate the fair value of the Private Warrants:


	December 31, 2023		December 31, 2022
Current stock price	$	2.69	$	2.80
Strike price	$	11.50	$	11.50
Expected term (in years)	2.56		3.56
Expected volatility	60.0%		66.0		%
Risk-free interest rate	4.0%		4.2		%
Expected dividend yield	—%		—		%

Assumptions used in the valuation are described below:


	As of
	December 31, 2021
Current stock price	$	20.64
Expected term (in years)	5.1
Expected volatility	67.0		%
Risk-free interest rate	1.3		%
Expected dividend yield	0		%

The assumptions used to estimate the fair value of Earn-out Awards granted during the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022	2021
Current stock price	$13.34 - $19.61	$13.93 – $27.86
Expected term	5.1 years	5.1 – 5.5 years
Expected volatility	67.0%	40.0% – 67.0%
Risk-free interest rate	1.3%	0.8% – 1.3%
Expected dividend yield	0%	0%

Summary of Changes in Estimated Fair Value of the Company's Level 3 Financial Liabilities


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)




Balance at December 31, 2021	$	377,576
Reallocation of Earn-out Shares to earn-out liability upon forfeitures	896
Change in fair value of earn-out liability	(136,043)
Issuance of Earn-out Shares upon triggering events	(242,429)
Balance at December 31, 2022 and 2023	$	—

RESTRUCTURING - Summary of Restructuring Charges (Details) - July 2023 Restructuring Plan $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 4,296
Severance and Other Personnel Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	3,335
Office Space Reductions
Restructuring Cost and Reserve [Line Items]
Restructuring charges	961
Costs of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring charges	355
Costs of revenue \| Severance and Other Personnel Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	355
Costs of revenue \| Office Space Reductions
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0
Cost of revenue - Subscription
Restructuring Cost and Reserve [Line Items]
Restructuring charges	5
Cost of revenue - Subscription \| Severance and Other Personnel Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	5
Cost of revenue - Subscription \| Office Space Reductions
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0
Cost of revenue - Services
Restructuring Cost and Reserve [Line Items]
Restructuring charges	167
Cost of revenue - Services \| Severance and Other Personnel Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	167
Cost of revenue - Services \| Office Space Reductions
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0
Cost of revenue - Product
Restructuring Cost and Reserve [Line Items]
Restructuring charges	183
Cost of revenue - Product \| Severance and Other Personnel Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	183
Cost of revenue - Product \| Office Space Reductions
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0
Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring charges	943
Research and development \| Severance and Other Personnel Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	669
Research and development \| Office Space Reductions
Restructuring Cost and Reserve [Line Items]
Restructuring charges	274
Selling, general, and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2,998
Selling, general, and administrative \| Severance and Other Personnel Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2,311
Selling, general, and administrative \| Office Space Reductions
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 687

ACQUISITIONS - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended			24 Months Ended
	Jan. 05, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023
Business Acquisition [Line Items]
Common stock (1.2 million shares)		$ 5,748	$ 19,219	$ 0
Total		0	1,600	$ 900
Common Stock
Business Acquisition [Line Items]
Stock Issued during period (in shares)	1,600,000
Enview, Inc.
Business Acquisition [Line Items]
Cash		$ 4,300	$ 35,000		$ 39,336
Total	$ 64,300				64,324
Stock Issued during period (in shares)		400,000	1,200,000
Closing stock price (in dollars per share)	$ 15.73
Enview, Inc. \| Common Stock
Business Acquisition [Line Items]
Common stock (1.2 million shares)					$ 24,988

STOCKHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Summary of Common Stock Reserved for Future Issuance

The Company had reserved shares of common stock for future issuance as of December 31, 2023 as follows (in thousands):


			December 31, 2023



Private warrants to purchase common stock			1,708
Common stock options outstanding and unvested RSUs under the Amended and Restated 2011 Stock Incentive Plan			54,259

Shares available for future grant under 2021 Employee Stock Purchase Plan			10,972
Shares available for future grant under 2021 Incentive Award Plan			11,172
Total shares of common stock reserved			78,111

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component, net of tax (in thousands):


	Foreign Currency Translation, Net of Tax		Unrealized Gain/ Losses on Available-for-Sale Debt Securities, Net of Tax		Total
Balance at December 31, 2020	$	135	$	—	$	135
Net unrealized loss	(187)		(1,487)		(1,674)
Balance at December 31, 2021	$	(52)	$	(1,487)	$	(1,539)
Net unrealized loss	—		(3,495)		(3,495)
Balance at December 31, 2022	$	(52)	$	(4,982)	$	(5,034)
Net unrealized gain	—		5,437		5,437
Balance at December 31, 2023	$	(52)	$	455	$	403

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

STOCK PLAN - RSU and PRSU Activities (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
RSUs and PRSUs
Share-based Compensation Arrangement by Share-based Payment Award, Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	37,176	24,744	0
Granted (in shares)	10,352	24,870	27,036
Vested (in shares)	(13,640)	(7,216)	(1,474)
Canceled or forfeited (in shares)	(7,539)	(5,222)	(818)
Ending balance (in shares)	26,349	37,176	24,744
Weighted-Average Grant Date Fair Value
Outstanding, beginning, weighted-average grant date fair value (in dollars per share)	$ 10.47	$ 17.70	$ 0
Granted (in dollars per share)	2.91	4.67	17.47
Vested (in dollars per share)	10.24	16.44	17.31
Canceled or forfeited (in dollars per share)	6.30	8.85	10.54
Outstanding, ending, weighted-average grant date fair value (in dollars per share)	$ 8.81	$ 10.47	$ 17.70
Earn-out shares
Share-based Compensation Arrangement by Share-based Payment Award, Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	0	4,700	0
Granted (in shares)		13	5,112
Vested (in shares)		(1,966)
Canceled or forfeited (in shares)		(61)	(412)
Vested and Released (in shares)		(2,686)
Ending balance (in shares)		0	4,700
Weighted-Average Grant Date Fair Value
Outstanding, beginning, weighted-average grant date fair value (in dollars per share)	$ 0	$ 12.64	$ 0
Granted (in dollars per share)		20.13	12.63
Vested (in dollars per share)		5.35
Canceled or forfeited (in dollars per share)		13.07	12.58
Vested and Released (in dollars per share)		7.31
Outstanding, ending, weighted-average grant date fair value (in dollars per share)		$ 0	$ 12.64

CONTINGENT EARN-OUT AWARDS - Rollforward of Contingent Earn-out Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0	$ 377,576
Reallocation of Earn-out Shares to earn-out liability upon forfeitures		896
Change in fair value of earn-out liability		(136,043)
Issuance of Earn-out Shares upon triggering events	(242,400)	(242,429)
Ending balance	$ 0	$ 0

REVENUE (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

The following table shows the revenue by geography for the years ended December 31, 2023, 2022, and 2021, respectively (in thousands):


	Year ended December 31,
		2023		2022		2021
Revenue:
United States		$	100,164	$	81,842	$	67,544
International		57,584		54,283		43,630
Total revenue		$	157,748	$	136,125	$	111,174

The following table shows over time versus point-in-time revenue for the years ended December 31, 2023, 2022, and 2021, respectively (in thousands):


	Year Ended December 31,
		2023		2022		2021
Over time revenue		$	124,859	$	101,057	$	73,867
Point-in-time revenue		32,889		35,068		37,307
Total		$	157,748	$	136,125	$	111,174

Summary of Contract Balances

The accounts receivable and contract balances as of December 31, 2023 and 2022 were as follows (in thousands):


	Year Ended December 31,
	2023		2022
Accounts receivable, net	$	15,094	$	19,037
Unbilled accounts receivable	$	1,831	$	1,807
Deferred revenue	$	26,435	$	17,932

Summary of Revenue, Remaining Performance Obligation

As of December 31, 2023, the contracted but unsatisfied or partially unsatisfied performance obligations expected to be recognized are as follows (in thousands):


	Amount
Fiscal years ending December 31,
2024	$	43,568
2025	$	12,183
2026	$	5,492
2027	$	1,950
2028	$	1,525
Thereafter	$	—
Total	$	64,718

RESTRUCTURING (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Summary of Restructuring Charges and Related Activities

as follows (in thousands):


	Severance and Other Personnel Costs		Office Space Reductions(1)		Total
Cost of revenue - Subscription	$	5	$	—	$	5
Cost of revenue - Services	167		—		167
Cost of revenue - Product	183		—		183
Cost of revenue	355		—		355
Research and development	669		274		943
Selling, general, and administrative	2,311		687		2,998
Total restructuring charge	$	3,335	$	961	$	4,296

(1) Office space reductions primarily represent the accelerated amortization expense related to operating lease right-of-use assets.

REVERSE RECAPITALIZATION - Shares Issued Immediately following Consummation of Merger (Details) - $ / shares	Jan. 18, 2022	Jul. 22, 2021	Dec. 31, 2023	Dec. 31, 2022	Jul. 21, 2021
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)		241,956,000	310,061,000	290,541,000
Issuance of common stock (shares)		29,500,000
Earnout shares excluded (in shares)	23,500,000	23,460,000
Earnout period		180 days
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.001
Legacy Matterport Stockholders
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)		169,425,000
Public Stockholders of Gores
Reverse Recapitalization [Line Items]
Issuance of common stock in connection with acquisitions (in shares)		34,406,000
Initial Stockholders' Class F Stock
Reverse Recapitalization [Line Items]
Issuance of common stock in connection with acquisitions (in shares)		8,625,000
Initial Stockholders' Class F Stock, Subscription Shares Excluded
Reverse Recapitalization [Line Items]
Issuance of common stock (shares)		4,079,000
Initial Stockholders' Class F Stock, PIPE Investment Shares Excluded
Reverse Recapitalization [Line Items]
Issuance of common stock (shares)		15,000
PIPE Investors, Subscription Shares Included
Reverse Recapitalization [Line Items]
Issuance of common stock (shares)		4,079,000
PIPE Investors, Investment Shares Included
Reverse Recapitalization [Line Items]
Issuance of common stock (shares)		15,000

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 88,829	$ 71,405
Research and development credits carryforward	12,919	10,382
Accruals	1,545	2,100
Other	2,262	1,343
Interest expense carryforward	0	315
Fixed assets	60	85
Stock-based compensation	3,657	13,880
Capitalized research and development costs	28,111	19,671
Total deferred tax assets	137,383	119,181
Less: valuation allowance	(127,171)	(109,471)
Deferred tax liabilities:
Intangibles	(8,276)	(8,051)
Deferred commissions	(1,655)	(1,046)
Right-of-use asset	(148)	(601)
Total deferred tax liabilities	(10,079)	(9,698)
Net deferred tax assets	$ 133	$ 12

REVENUE

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

REVENUE

Disaggregated Revenue—The following table shows the revenue by geography for the years ended December 31, 2023, 2022, and 2021, respectively (in thousands):


	Year ended December 31,
		2023		2022		2021
Revenue:
United States		$	100,164	$	81,842	$	67,544
International		57,584		54,283		43,630
Total revenue		$	157,748	$	136,125	$	111,174

No country other than the United States accounted for more than 10% of the Company’s revenue for the years ended December 31, 2023, 2022, and 2021, respectively. The geographical revenue information is determined by the ship-to address of the products and the billing address of the customers of the services.

The following table shows over time versus point-in-time revenue for the years ended December 31, 2023, 2022, and 2021, respectively (in thousands):


	Year Ended December 31,
		2023		2022		2021
Over time revenue		$	124,859	$	101,057	$	73,867
Point-in-time revenue		32,889		35,068		37,307
Total		$	157,748	$	136,125	$	111,174

Contract Asset and Liability Balances—Contract assets consist of unbilled accounts receivable and are recorded when revenue is recognized in advance of scheduled billings. The timing of revenue recognition differs from the timing of invoicing to customers and this timing difference results in contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. The accounts receivable and contract balances as of December 31, 2023 and 2022 were as follows (in thousands):


	Year Ended December 31,
	2023		2022
Accounts receivable, net	$	15,094	$	19,037
Unbilled accounts receivable	$	1,831	$	1,807
Deferred revenue	$	26,435	$	17,932

During fiscal years 2023, 2022, and 2021, the Company recognized revenue of $14.6 million, $9.2 million, and $4.5 million that was included in the deferred revenue balance at the beginning of the fiscal year, respectively. Contracted but unsatisfied performance obligations were $64.7 million and $47.0 million at the end of fiscal years 2023 and 2022, respectively and consisted of deferred revenue and backlog. The contracted but unsatisfied or partially unsatisfied performance obligations expected to be recognized over the next 12 months at the end of fiscal year 2023 were $43.6 million and the remaining obligations are expected to be recognized thereafter.

As of December 31, 2023, the contracted but unsatisfied or partially unsatisfied performance obligations expected to be recognized are as follows (in thousands):


	Amount
Fiscal years ending December 31,
2024	$	43,568
2025	$	12,183
2026	$	5,492
2027	$	1,950
2028	$	1,525
Thereafter	$	—
Total	$	64,718

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

BALANCE SHEET COMPONENTS - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Finished goods	$ 6,179	$ 2,112
Work in process	826	3,477
Purchased parts and raw materials	2,110	5,472
Total inventories	$ 9,115	$ 11,061

BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

BALANCE SHEET COMPONENTS

Allowance for Doubtful Accounts—Allowance for doubtful accounts as of December 31, 2023, 2022, and 2021 and the rollforward for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):


	Year Ended December 31,
		2023		2022		2021
Balance—beginning of period		$	(1,212)	$	(291)	$	(799)
Increase in reserves		(601)		(1,245)		(222)
Write-offs		658		324		730
Balance—end of period		$	(1,155)	$	(1,212)	$	(291)

Inventories—Inventories as of December 31, 2023 and 2022, consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022
Finished goods	$	6,179	$	2,112
Work in process	826		3,477
Purchased parts and raw materials	2,110		5,472
Total inventories	$	9,115	$	11,061

Property and Equipment, Net—Property and equipment as of December 31, 2023 and 2022, consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022
Machinery and equipment	$	4,087	$	3,948
Furniture and fixtures	355		355
Leasehold improvements	713		734
Capitalized software and development costs	75,123		55,662
Total property and equipment	80,278		60,699
Accumulated depreciation and amortization	(47,807)		(30,140)
Total property and equipment, net	$	32,471	$	30,559

Depreciation and amortization expenses of property and equipment were $17.7 million, $11.9 million and $5.8 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Additions to capitalized software and development costs, inclusive of stock-based compensation in the years ended December 31, 2023, 2022, and 2021, was $19.5 million, $26.7 million and $10.8 million, respectively. These are recorded as part of property and equipment, net on the consolidated balance sheets. Amortization expense was $16.9 million, $11.2 million and $5.5 million for years ended December 31, 2023, 2022, and 2021, respectively, of which $15.5 million, $10.2 million and $4.7 million was recorded to costs of revenue related to subscription and $1.4 million, $1.0 million and $0.8 million to selling, general and administrative in the consolidated statements of operations, respectively.

Accrued Expenses and Other Current Liabilities—Accrued expenses and other current liabilities as of December 31, 2023 and 2022, consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022
Accrued compensation	$	4,362	$	5,609
Tax payable	1,107		1,669
ESPP contribution	243		341

Current unpaid acquisition consideration	—		6,109
Short-term operating lease liabilities	1,277		1,267
Accrued loss on firm inventory purchase commitments	36		3,991
Other current liabilities	6,329		4,930
Total accrued expenses and other current liabilities	$	13,354	$	23,916

ACQUISITIONS

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

VHT, Inc. Acquisition

On June 10, 2022, the Company entered into an Agreement and Plan of Merger (the “Purchase Agreement”) with VHT, Inc. (“VHT”), known as VHT Studios, a U.S.-based real estate marketing company that offers brokerages and agents digital solutions to promote and sell properties. On July 7, 2022 (the “VHT Acquisition Date”), pursuant to the Purchase Agreement, the Company completed the acquisition of VHT (the “VHT Acquisition”), which expands Matterport Capture Services by bringing together Matterport digital twins with professional photography, drone capture and marketing services. With this acquisition, the Company aims to increase adoption of digital twin technology and expand further into the residential real estate industry while adding marketing services for other key markets such as commercial real estate, travel and hospitality, and the retail sector.

Under the terms of the Purchase Agreement, the consideration consisted of an all-cash purchase price of $23.0 million subject to certain adjustments based on a determination of closing net working capital, transaction expenses, cash and investments and closing indebtedness. The total purchase consideration for the VHT Acquisition was $22.7 million.


	Amount
Goodwill	$	15,603
Identified intangible assets	6,900
Net assets acquired	215
Total	$	22,718

Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from leveraging VHT’s customer relationships. The goodwill is not deductible for income tax purposes.


	Fair Value		Estimated Useful Life
Customer Relationships	$	6,900	10 years

Customer relationships represent the fair value of future projected revenue that will be derived from sales to existing customers of VHT. The economic useful life was determined based on historical customer turnover rates and industry benchmarks.

The fair value of customer relationships was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. Significant assumptions used in the discounted cash flow analysis for direct customer relationships were the revenue growth rate, customer attrition rate, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rate.

Unaudited Pro Forma Financial Information

The following table summarizes the pro forma consolidated information for the Company assuming the acquisition of VHT had occurred as of January 1, 2021. The unaudited pro forma information for all periods presented includes the business combination accounting effects resulting from the acquisition, including amortization for intangible assets acquired and acquisition-related charges. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2021.


	Year Ended December 31,
	2022		2021
(in thousands, except per share data)
Total revenue	$	146,573	$	129,840
Net loss	$	(110,625)	$	(338,927)
Basic earnings per share	$	(0.39)	$	(2.58)
Diluted earnings per share	$	(0.39)	$	(2.58)

Enview Inc. Acquisition

On January 5, 2022 (the “Enview Acquisition Date”), the Company completed the acquisition (the “Enview Acquisition”) of Enview, Inc. (“Enview”), a privately-held company engaged in the development of AI algorithms to identify natural and man-made features in geospatial data using various techniques. The Company has completed the purchase accounting with a total purchase consideration for the Enview Acquisition of $64.3 million. The total purchase consideration consisted of the following (in thousands):


	Amount
Cash(1)	$	39,336
Common stock (1.6 million shares)(2)	24,988

Total	$	64,324

(1) The Company paid $4.3 million and $35.0 million in cash consideration during the year ended December 31, 2023 and 2022.


	Amount
Goodwill	$	53,990
Identified intangible assets	5,400
Net assets acquired	4,934


Total	$	64,324

Goodwill generated from this business combination is primarily attributable to the assembled workforce and expected post-acquisition synergies from integrating Enview technology with Matterport’s products and services. The goodwill is not deductible for income tax purposes.


	Fair Value		Estimated Useful Life
Developed technology	$	5,400	5 years

Developed technology relates to existing Enview technology of its AI algorithms to identify natural and man-made features in geospatial data. The economic useful life was determined based on the technology cycle related to the developed technology of existing services, as well as the cash flows anticipated over the forecasted periods.

The fair value of developed technology was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. Significant assumptions used in the discounted cash flow analysis for the developed technology were the revenue growth rates, EBITDA margins, obsolescence technology factor, and discount rate.

Pro forma results of operations have not been presented because the effects of the Enview Acquisition were not material to the Company’s consolidated statements of operations.

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Summary of Allowance for Doubtful Accounts

Allowance for doubtful accounts as of December 31, 2023, 2022, and 2021 and the rollforward for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):


	Year Ended December 31,
		2023		2022		2021
Balance—beginning of period		$	(1,212)	$	(291)	$	(799)
Increase in reserves		(601)		(1,245)		(222)
Write-offs		658		324		730
Balance—end of period		$	(1,155)	$	(1,212)	$	(291)

Summary of Inventories

Inventories as of December 31, 2023 and 2022, consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022
Finished goods	$	6,179	$	2,112
Work in process	826		3,477
Purchased parts and raw materials	2,110		5,472
Total inventories	$	9,115	$	11,061

Schedule of Property, Plant and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives as follows:


Machinery and equipment			3 - 7 years
Furniture and fixtures			3 years
Capitalized software and development costs			3 years
Leasehold improvements			Shorter of remaining lease term or 10 years

Property and equipment as of December 31, 2023 and 2022, consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022
Machinery and equipment	$	4,087	$	3,948
Furniture and fixtures	355		355
Leasehold improvements	713		734
Capitalized software and development costs	75,123		55,662
Total property and equipment	80,278		60,699
Accumulated depreciation and amortization	(47,807)		(30,140)
Total property and equipment, net	$	32,471	$	30,559

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2023 and 2022, consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022
Accrued compensation	$	4,362	$	5,609
Tax payable	1,107		1,669
ESPP contribution	243		341

Current unpaid acquisition consideration	—		6,109
Short-term operating lease liabilities	1,277		1,267
Accrued loss on firm inventory purchase commitments	36		3,991
Other current liabilities	6,329		4,930
Total accrued expenses and other current liabilities	$	13,354	$	23,916

STOCK PLAN (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following table summarizes the stock option activities under the Company’s stock plans for year ended December 31, 2023, 2022 and 2021 (in thousands, except for per share data):


	Options Outstanding
	Number of Shares	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance - December 31, 2020	49,206	$	0.62	8.1	$	245,565

Expired or canceled	(2,907)	0.69
Exercised	(4,072)	0.51
Balance - December 31, 2021	42,227	$	0.63	6.9	$	844,909
Expired or canceled	(1,490)	0.76
Exercised	(7,320)	0.52
Balance - December 31, 2022	33,417	$	0.65	6.1	$	71,842
Expired or canceled	(411)	0.64
Exercised	(5,096)	0.59			$	11,241
Balance - December 31, 2023	27,910	$	0.66	5.28	$	56,638
Options vested and exercisable - December 31, 2023	27,152	$	0.65	5.24	$	55,361

Schedule of RSU and PRSU Activity

The following table summarizes the time-based restricted stock unit (RSU) and performance-based restricted stock unit (PRSU) activity under the Company’s stock plans for the year ended December 31, 2023, 2022 and 2021 (in thousands, except per share data):


	RSUs and PRSUs
	Number of Shares	Weighted- Average Grant-Date Fair Value Price Per Share
Balance - December 31, 2020	—	$	—
Granted	27,036	17.47
Vested	(1,474)	17.31
Canceled or forfeited	(818)	10.54
Balance - December 31, 2021	24,744	$	17.70
Granted	24,870	4.67
Vested	(7,216)	16.44
Canceled or forfeited	(5,222)	8.85
Balance - December 31, 2022	37,176	$	10.47
Granted	10,352	2.91
Vested	(13,640)	10.24
Canceled or forfeited	(7,539)	6.30
Balance - December 31, 2023	26,349	$	8.81

Schedule of Earn-out Award Activity

The following table summarizes the Earn-out Award activity under the Earn-out Arrangement pursuant to the Merger Agreement during the years ended December 31, 2022 and 2021 (in thousands, except for per share data):


	Earn-out Award Outstanding
	Number of Shares	Weighted-Average Grant-Date Fair Value Price Per Share
Balance - December 31, 2020	—	$	—
Granted	5,112	12.63

Forfeited	(412)	12.58
Balance - December 31, 2021	4,700	$	12.64
Granted	13	20.13
Forfeited or Canceled	(61)	13.07
Vested and Canceled (1)	(1,966)	5.35
Vested and Released	(2,686)	7.31
Balance - December 31, 2022	—	$	—

(1) Represents 2.0 million shares withheld for tax obligation upon issuances of the Earn-out Shares on February 1, 2022.

Summary of Earn-out Shares Valuation

The following table provides the assumptions used to estimate the fair value of the Private Warrants:


	December 31, 2023		December 31, 2022
Current stock price	$	2.69	$	2.80
Strike price	$	11.50	$	11.50
Expected term (in years)	2.56		3.56
Expected volatility	60.0%		66.0		%
Risk-free interest rate	4.0%		4.2		%
Expected dividend yield	—%		—		%

Assumptions used in the valuation are described below:


	As of
	December 31, 2021
Current stock price	$	20.64
Expected term (in years)	5.1
Expected volatility	67.0		%
Risk-free interest rate	1.3		%
Expected dividend yield	0		%

The assumptions used to estimate the fair value of Earn-out Awards granted during the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022	2021
Current stock price	$13.34 - $19.61	$13.93 – $27.86
Expected term	5.1 years	5.1 – 5.5 years
Expected volatility	67.0%	40.0% – 67.0%
Risk-free interest rate	1.3%	0.8% – 1.3%
Expected dividend yield	0%	0%

Summary of Employee Stock Purchase Plan Valuation

The following table summarizes the assumptions used and the resulting grant-date fair values of our ESPP granted during the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
	2023	2022	2021
Expected term	0.50 - 2.0 years	0.50 – 2.0 years	0.5 - 2.0 years
Expected volatility	31.4 - 44.1%	40.5 – 48.0%	27.9% - 43.4%
Risk-free interest rate	2.7 - 5.3%	1.6 – 4.7%	0.1% - 0.6%
Expected dividend yield	0%	0%	0%
Grant-date fair value per share	$0.60 - $2.11	$0.85 – $4.64	$7.59 - $14.36

Summary of Stock-based Compensation Arrangement

The amount of stock-based compensation related to stock-based awards to employees in the Company’s consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021 were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Costs of revenue	$	3,281	$	5,406	$	3,083
Research and development	26,897		34,980		25,691
Selling, general, and administrative	88,597		108,104		71,831
Stock-based compensation, net of amounts capitalized	118,775		148,490		100,605
Capitalized stock-based compensation	9,695		14,114		3,632
Total stock-based compensation	$	128,470	$	162,604	$	104,237

STOCK PLAN

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK PLAN

Amended and Restated 2011 Stock Incentive Plan—On June 17, 2011, the Company’s Board and stockholders approved the Matterport, Inc. 2011 Stock Incentive Plan, (the “2011 Stock Plan”), which allows for the issuance of incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), the issuance of restricted stock awards (“RSAs”), and the sale of stock to its employees, the Board, and consultants.

On February 12, 2021, the Company amended and restated the 2011 Stock Plan to allow the Company to grant restricted stock units (“RSUs”) and extended the terms of the plan until February 12, 2022, unless terminated earlier. No shares are available for future grant under the 2011 Stock Plan due to the termination of the 2011 Stock Plan in connection with the Closing. There were 67.8 million shares authorized under the 2011 Stock Plan prior to its termination, and 2.1 million shares were assumed under the 2021 Incentive Award Plan.

2021 Incentive Award Plan

In connection with the Closing on July 22, 2021, the Company approved the 2021 Incentive Award Plan (the “2021 Plan”), an incentive compensation plan for the benefit of eligible employees, consultants, and directors of the Company and its subsidiaries. The Company concurrently assumed the Amended and Restated 2011 Stock Plan and all outstanding awards thereunder, effective as of the Closing, and no further awards may be granted under the 2011 Stock Plan. The 2021 Plan provides that the initial aggregate number of shares of Class A common stock, available for issuance pursuant to awards thereunder shall be the sum of (a) 10% of the outstanding shares of Class A common stock as of the Closing, which is equivalent to 24.2 million shares of Class A common stock (the “Initial Plan Reserve”), (b) any shares of Class A common stock subject to outstanding equity awards under the 2011 Stock Plan which, following the effective date of the 2021 Plan, became available for issuance under the 2021 Plan and (c) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to a number of shares equal to 5% of the aggregate number of shares of Class A common stock outstanding on the final day of the immediately preceding calendar year. The maximum aggregate number of shares of common stock that may be issued under the 2021 Plan upon the exercise of ISOs is 181.5 million shares of Class A common stock.

Shares forfeited due to employee termination or expiration are returned to the share pool. Similarly, shares withheld upon exercise to provide for the exercise price and/or taxes due and shares repurchased by the Company are also returned to the pool. As of December 31, 2023, a total of 11.2 million shares remained available for future grant under the Company’s 2021 Plan.

2021 Employee Stock Purchase Plan

In connection with the Closing on July 22, 2021, as discussed in Note 3, the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP provides that the aggregate number of shares of Class A common stock available for issuance pursuant to awards under the 2021 ESPP shall be the sum of (a) 3% of the number of outstanding shares of Class A common stock as of the Closing, which is equivalent to 7.3 million shares of Class A common stock (the “Initial ESPP Reserve”), and (b) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of common stock as may be determined by the Company’s board of directors; provided, however, that the number of shares of common stock that may be issued or transferred pursuant to the rights granted under the 2021 ESPP shall not exceed 15.25% of the outstanding shares of Class A common stock as of the Closing, which is equivalent to 36.9 million shares.

Our 2021 ESPP permits eligible employees to acquire shares of our common stock at 85% of the lower of the fair market value of our common stock on the first trading day of each offering period or on the purchase date. If the fair market value of our common stock on the purchase date is lower than the first trading day of the offering period, the current offering period will be cancelled after purchase and a new 24-month offering period will begin. Participants may purchase shares of common stock through payroll deductions of up to 15% of their eligible compensation, subject to purchase limits of 3,000 shares per purchase period, 12,000 per offering period, and $25,000 worth of stock for each calendar year.

The 2021 ESPP provides for consecutive offering periods that will typically have a duration of approximately 24 months in length and is comprised of four purchase periods of approximately six months in length. The offering periods are scheduled to start on the first trading day on or after June 1 and December 1 of each year, except for the first offering period commenced on July 23, 2021 and ended on May 31, 2023. For the year ended December 31, 2023, there were 0.9 million shares of common stock purchased under the 2021 ESPP. As of December 31, 2023, a total of 11.0 million shares of our common stock remained available for sale under our 2021 ESPP.

Stock Option Activities—The following table summarizes the stock option activities under the Company’s stock plans for year ended December 31, 2023, 2022 and 2021 (in thousands, except for per share data):


	Options Outstanding
	Number of Shares	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance - December 31, 2020	49,206	$	0.62	8.1	$	245,565

Expired or canceled	(2,907)	0.69
Exercised	(4,072)	0.51
Balance - December 31, 2021	42,227	$	0.63	6.9	$	844,909
Expired or canceled	(1,490)	0.76
Exercised	(7,320)	0.52
Balance - December 31, 2022	33,417	$	0.65	6.1	$	71,842
Expired or canceled	(411)	0.64
Exercised	(5,096)	0.59			$	11,241
Balance - December 31, 2023	27,910	$	0.66	5.28	$	56,638
Options vested and exercisable - December 31, 2023	27,152	$	0.65	5.24	$	55,361

As of December 31, 2023, unrecognized stock-based compensation expense related to unvested options was $0.3 million, which is expected to be amortized over a weighted-average vesting period of 0.7 years.

On April 1, 2021, the Company amended the performance condition of the 866,597 performance-based stock option (PSO) awards previously granted to a senior executive in March 2019. Originally, the PSO awards were eligible to vest and become exercisable upon the consummation of the earlier of a change in control or an initial public offering (“IPO”), subject to certain share price targets. The vesting of the award also required continued employment up to the consummation of the change in control or IPO. As a result of the modification, the PSO awards shall vest and become exercisable upon the closing of the Merger. Upon the Closing, the Company recognized $8.1 million stock-based compensation expense related to the 866,597 PSOs as they became fully vested and exercisable.

RSU and PRSU Activities—The following table summarizes the time-based restricted stock unit (RSU) and performance-based restricted stock unit (PRSU) activity under the Company’s stock plans for the year ended December 31, 2023, 2022 and 2021 (in thousands, except per share data):


	RSUs and PRSUs
	Number of Shares	Weighted- Average Grant-Date Fair Value Price Per Share
Balance - December 31, 2020	—	$	—
Granted	27,036	17.47
Vested	(1,474)	17.31
Canceled or forfeited	(818)	10.54
Balance - December 31, 2021	24,744	$	17.70
Granted	24,870	4.67
Vested	(7,216)	16.44
Canceled or forfeited	(5,222)	8.85
Balance - December 31, 2022	37,176	$	10.47
Granted	10,352	2.91
Vested	(13,640)	10.24
Canceled or forfeited	(7,539)	6.30
Balance - December 31, 2023	26,349	$	8.81

Stock-based compensation expense for awards with only service conditions are recognized on a straight-line basis over the requisite service period of the related award. The PRSU awards have both service-based and performance-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter, subject to continued service. The performance-based vesting condition is satisfied upon the occurrence of a liquidity event, as defined in the Amended and Restated 2011 Stock Plan. The performance based vesting condition was deemed satisfied upon the Closing. The Company recognized $6.1 million stock-based compensation expenses on the Closing for the portion of these RSUs for which the service-based vesting condition had been satisfied and the performance condition of the RSUs was met.

As of December 31, 2023, unrecognized compensation costs related to unvested RSUs and PRSUs were $204.6 million and $0.9 million, respectively. The remaining unrecognized compensation costs for RSUs and PRSUs are expected to be recognized over a weighted-average period of 1.9 years and 0.8 years, respectively, excluding additional stock-based compensation expense related to any future grants of stock-based awards.

Earn-out Award Activities

As discussed in Note 14 “Contingent Earn-Out Awards”, the pro rata Earn-out Shares issuable to holders of Legacy Matterport’s RSUs and holders of Legacy Matterport’s Stock Options for such holders with respect to such holders’ Legacy RSUs and Options are expected to be accounted as stock-based compensation expense as they are subject both a market condition and a service condition to the eligible employees.

On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23.5 million Earn-out Shares occurred. A total of 4.7 million pro rata Earn-out Shares issuable to holders of Matterport's eligible legacy RSU and options holders were immediately vested. The Company issued 2.7 million Earn-out Shares to Matterport's eligible legacy RSU and options holders after withholding 2.0 million of these Earn-out Shares to cover tax withholding obligations. The Company recognized all the remaining $27.6 million unamortized stock-based compensation related to the Earn-out Shares during the year ended December 31, 2022, as both Triggering event condition was satisfied and the service condition was met. No further Earn-out Shares remained contingently issuable thereafter.


	Earn-out Award Outstanding
	Number of Shares	Weighted-Average Grant-Date Fair Value Price Per Share
Balance - December 31, 2020	—	$	—
Granted	5,112	12.63

Forfeited	(412)	12.58
Balance - December 31, 2021	4,700	$	12.64
Granted	13	20.13
Forfeited or Canceled	(61)	13.07
Vested and Canceled (1)	(1,966)	5.35
Vested and Released	(2,686)	7.31
Balance - December 31, 2022	—	$	—

(1) Represents 2.0 million shares withheld for tax obligation upon issuances of the Earn-out Shares on February 1, 2022.

Earn-out Awards Valuation— The assumptions used to estimate the fair value of Earn-out Awards granted during the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022	2021
Current stock price	$13.34 - $19.61	$13.93 – $27.86
Expected term	5.1 years	5.1 – 5.5 years
Expected volatility	67.0%	40.0% – 67.0%
Risk-free interest rate	1.3%	0.8% – 1.3%
Expected dividend yield	0%	0%

Employee Stock Purchase Plan—The fair value of shares issued under our 2021 ESPP are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used and the resulting grant-date fair values of our ESPP granted during the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
	2023	2022	2021
Expected term	0.50 - 2.0 years	0.50 – 2.0 years	0.5 - 2.0 years
Expected volatility	31.4 - 44.1%	40.5 – 48.0%	27.9% - 43.4%
Risk-free interest rate	2.7 - 5.3%	1.6 – 4.7%	0.1% - 0.6%
Expected dividend yield	0%	0%	0%
Grant-date fair value per share	$0.60 - $2.11	$0.85 – $4.64	$7.59 - $14.36

The expected volatility is based on the average volatility of a peer group of representative public companies with sufficient trading history over the expected term. The expected term represents the term from the first day of the offering period to the purchase dates within each offering period. The dividend yield assumption is based on our expectations about our anticipated dividend policy. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with maturities that approximate the expected term. As of December 31, 2023, unrecognized compensation cost related to the ESPP was $1.2 million, which is expected to be recognized over the remaining weighted-average service period of 1.4 years.

Stock-based Compensation— The Company recognizes stock-based compensation expense for awards with only service conditions on a straight-line basis over the requisite service period of the related award and recognizes stock-based compensation expense for awards with performance conditions on a straight-line basis over the requisite service period for each separate vesting portion of the awards when it is probable that the performance condition will be achieved. The stock-based compensation expense of Earn-out Awards were recognized on a straight-line basis over the derived services period during which the market conditions are expected to be met. Forfeitures are accounted for in the period in which they occur.


	Year Ended December 31,
	2023		2022		2021
Costs of revenue	$	3,281	$	5,406	$	3,083
Research and development	26,897		34,980		25,691
Selling, general, and administrative	88,597		108,104		71,831
Stock-based compensation, net of amounts capitalized	118,775		148,490		100,605
Capitalized stock-based compensation	9,695		14,114		3,632
Total stock-based compensation	$	128,470	$	162,604	$	104,237

COMMITMENTS AND CONTINGENCIES - Future Minimum Operating Lease Payments and Purchase Obligations (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]
2024	$ 16,554
2025	243
2026 and thereafter	0
Total	$ 16,797

INCOME TAXES - Current and Deferred Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current
United States	$ 0	$ 0	$ 22
International	305	1,192	146
Total current tax expense	305	1,192	168
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]
United States	0	(323)	0
International	(121)	374	(385)
Total deferred tax expense	(121)	51	(385)
Total tax expense	$ 184	$ 1,243	$ (217)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 1,770
2025	1,770
2026	1,770
2027	705
2028 and thereafter	3,105
Total future amortization expense	$ 9,120	$ 10,890

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical)	Jul. 22, 2021	Jul. 21, 2021
Statement of Stockholders' Equity [Abstract]
Recapitalization exchange ratio	4.1193	4.1193