0001819394-22-000023 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 139,519	$ 51,850
Restricted cash	468	400
Short-term investments	264,931	0
Accounts receivable, net of allowance of $291 and $799, as of December 31, 2021 and December 31, 2020, respectively	10,879	3,924
Inventories	5,593	3,646
Prepaid expenses and other current assets	16,313	2,453
Total current assets	437,703	62,273
Property and equipment, net	14,118	8,210
Long-term investments	263,659	0
Other assets	3,696	1,369
Total assets	719,176	71,852
Current liabilities
Accounts payable	12,227	3,434
Current portion of long-term debt	0	8,215
Deferred revenue	11,074	4,606
Accrued expenses and other current liabilities	10,026	6,995
Total current liabilities	33,327	23,250
Warrants liability	38,974
Contingent earn-out liability	377,576	0
Long-term debt	0	4,502
Deferred revenue, non-current	874	297
Other long-term liabilities	262	335
Total liabilities	451,013	28,384
Commitments and contingencies (Note 8)
Redeemable convertible preferred stock, $0.0001 par value; 30,000 and 125,405 shares authorized as of December 31, 2021 and 2020, respectively; nil and 124,979 shares issued and outstanding as of December 31, 2021 and 2020; and liquidation preference of nil and $166,131 as of December 31, 2021 and 2020, respectively	0	164,168
Stockholders’ equity (deficit):
Common stock, $0.0001 par value; 640,000 shares and 230,680 shares authorized as of December 31, 2021 and 2020, respectively; and 250,173 shares and 38,981 shares issued and outstanding as of December 31, 2021 and 2020, respectively	25	4
Additional paid-in capital	737,735	9,159
Accumulated other comprehensive income (loss)	(1,539)	135
Accumulated deficit	(468,058)	(129,998)
Total stockholders’ equity (deficit)	268,163	(120,700)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$ 719,176	$ 71,852

Consolidated Balance Sheets (Parenthetical) - USD ($)

Dec. 31, 2021

Dec. 31, 2020

Statement of Financial Position [Abstract]

Allowance for credit loss

$ 291,000

$ 799,000

Redeemable convertible preferred stock, par value (in dollars per share)

$ 0.0001

Redeemable convertible preferred, authorized (in shares)

30,000,000

125,405,000

Redeemable convertible preferred, issued (in shares)

124,979,000

Redeemable convertible preferred, outstanding (in shares)

^[1]

124,979,000

Redeemable convertible preferred liquidation preference

$ 0

$ 166,131,000

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, authorized (in shares)

640,000,000

230,680,000

Common stock, issued (in shares)

250,173,000

38,981,000

Common stock, outstanding (in shares)

250,173,000

38,981,000

[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 Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Total revenue	$ 111,174	$ 85,884
Total costs of revenue	51,203	37,945
Gross profit	59,971	47,939
Operating expenses:
Research and development	55,379	17,710
Selling, general, and administrative	152,360	41,791
Total operating expenses	207,739	59,501
Loss from operations	(147,768)	(11,562)
Other income (expense):
Interest income	1,811	19
Interest expense	(676)	(1,501)
Transaction costs	(565)	0
Change in fair value of warrants liabilities	(48,370)	0
Change in fair value of contingent earn-out liability	(140,454)	0
Other expense, net	(2,255)	(900)
Total expense	(190,509)	(2,382)
Loss before provision (benefit) for income taxes	(338,277)	(13,944)
Provision (benefit) for income taxes	(217)	77
Net loss	$ (338,060)	$ (14,021)
Net loss per share, basic and diluted
Basic (in dollars per share)	$ (2.58)	$ (0.43)
Diluted (in dollars per share)	$ (2.58)	$ (0.43)
Weighted-average shares used in per share calculation, basic and diluted
Basic (in shares)	131,278	32,841
Diluted (in shares)	131,278	32,841
Subscription
Total revenue	$ 61,275	$ 41,558
Total costs of revenue	14,754	11,445
License
Total revenue	4,761	3,500
Total costs of revenue	0	69
Services
Total revenue	12,592	7,702
Total costs of revenue	10,046	6,131
Product
Total revenue	32,546	33,124
Total costs of revenue	$ 26,403	$ 20,300

Consolidated Statements of Comprehensive Loss (Statement) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (338,060)	$ (14,021)
Other comprehensive income (loss), net of taxes:
Foreign currency translation gain (loss)	(187)	99
Unrealized loss on available-for-sale securities, net of tax	(1,487)	0
Other comprehensive income (loss)	(1,674)	99
Comprehensive loss	$ (339,734)	$ (13,922)

- Definition

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

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

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+ Details

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, 2019

^[1]

98,542,000

Redeemable convertible preferred stock, beginning at Dec. 31, 2019

$ 110,978

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversion of convertible securities (shares)

^[1]

(4,729,000)

Conversion of convertible securities

$ 9,501

Issuance of Series D redeemable convertible preferred stocks net of issuance costs (in shares)

^[1]

21,708,000

Issuance of Series D redeemable convertible preferred stocks net of issuance costs

$ 43,689

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

^[1]

124,979,000

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

$ 164,168

Common stock, outstanding, beginning (in shares) at Dec. 31, 2019

^[1]

32,132,000

Beginning balance at Dec. 31, 2019

(109,629)

$ 3

$ 5,871

$ 36

$ (115,539)

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

Net loss

(14,021)

Other comprehensive income (loss)

Conversion of convertible securities

$ 0

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

7,293,000

^[1]

Issuance of common stock upon exercise of stock options

$ 1,539

$ 1

1,538

Issuance of common stock warrants net of issuance costs

Settlement of vested stock options

(956)

Repurchase and Retirement of common stock (in shares)

^[1]

(444,000)

Repurchase and Retirement of common stock

(438)

Stock-based compensation

$ 2,651

2,651

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

38,981,000

^[1]

Ending balance at Dec. 31, 2020

$ (120,700)

$ 4

9,159

135

(129,998)

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversion of convertible securities (shares)

^[1]

(125,031,000)

Conversion of convertible securities

$ (164,461)

Issuance of Series D redeemable convertible preferred stocks net of issuance costs (in shares)

^[1]

52,000

Issuance of Series D redeemable convertible preferred stocks net of issuance costs

$ 293

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

^[1]

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

$ 0

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

Net loss

(338,060)

Other comprehensive income (loss)

(1,674)

Conversion of convertible securities (in shares)

^[1]

126,461,000

Conversion of convertible securities

$ 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

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

(237,122)

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

Stock-based compensation

$ 104,237

104,237

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

250,173,000

^[1]

Ending balance at Dec. 31, 2021

$ 268,163

$ 25

$ 737,735

$ (1,539)

$ (468,058)

[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 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

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (338,060)	$ (14,021)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,824	4,778
Amortization of debt discount	135	223
Amortization of investment premiums, net of accretion of discounts	1,370	0
Stock-based compensation, net of amounts capitalized	100,605	2,505
Change in fair value of warrants liabilities	48,370	0
Change in fair value of contingent earn-out liability	140,454	0
Transaction costs	565	0
Deferred income taxes	(385)	0
Loss on extinguishment of debt and convertible notes	210	955
Allowance for doubtful accounts	222	846
Other	(102)	(4)
Changes in operating assets and liabilities:
Accounts receivable	(7,170)	(3,264)
Inventories	(1,946)	(1,731)
Prepaid expenses and other assets	(7,751)	(1,109)
Accounts payable	8,812	616
Deferred revenue	7,602	2,524
Accrued expenses and other liabilities	2,437	4,085
Net cash used in operating activities	(38,808)	(3,597)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(810)	(30)
Capitalized software and development costs	(7,200)	(4,854)
Purchase of investments	(532,561)	0
Investment in privately held companies	(250)	0
Investment in convertible notes	(1,000)	0
Net cash used in investing activities	(541,821)	(4,884)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from reverse recapitalization and PIPE financing, net	612,854	0
Payment of transaction costs related to reverse recapitalization	(10,013)	0
Proceeds from issuance of redeemable convertible preferred stock, net	0	43,689
Proceeds from exercise of stock options	2,068	1,538
Proceeds from exercise of warrants	76,607	0
Proceeds from debt, net	0	6,221
Proceeds from convertible notes, net of issuance costs	0	8,457
Repayment of debt	(13,067)	(8,049)
Settlement of vested stock options	0	(956)
Repurchase of common stock	0	(438)
Net cash provided by financing activities	668,449	50,462
Net change in cash, cash equivalents, and restricted cash	87,820	41,981
Effect of exchange rate changes on cash	(83)	117
Cash, cash equivalents, and restricted cash at beginning of year	52,250	10,152
Cash, cash equivalents, and restricted cash at end of period	139,987	52,250
Supplemental disclosures of cash flow information
Cash paid for interest	753	1,071
Cash paid for taxes	80	52
Supplemental disclosures of non-cash investing and financing information
Contingent earn-out liability recognized upon the closing of the reverse recapitalization and re-allocation	237,122	0
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization	164,461	0
Exchange of convertible notes for redeemable convertible preferred stock	$ 0	$ 9,501

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	ORGANIZATION AND DESCRIPTION OF BUSINESS Matterport, Inc. and its subsidiaries (collectively, “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 comprising 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 “Company”), 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” (the “Mergers”). Upon the closing of the Merger, we changed our name to Matterport, Inc. See Note 3 “ Reverse Recapitalization” for additional information.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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”).

Reclassification

Certain prior-period amounts have been reclassified in the accompanying Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation.

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 and other assumptions used to measure stock-based compensation, valuation of deferred tax assets, the estimate of net realizable value of inventory, allowance for doubtful accounts, the fair value of common stock warrants, public and private warrants liability, and earn-out shares, and the determination of stand-alone selling price (“SSP”) of various performance obligations. As of December 31, 2021, future impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the pandemic, impact on the Company’s subscribers and their spending habits, impact on the Company’s marketing efforts, and effect on the Company’s suppliers, all of which are uncertain and cannot be predicted with certainty. As a result, many of the Company’s estimates and assumptions required 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 and the impact of COVID-19, 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 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, 2021 and 2020. No customer accounted for more than 10% of the Company’s total revenue for the years ended December 31, 2021 and 2020.

Cash, Cash Equivalents, and Restricted Cash

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 $0.7 million and $0.8 million as of December 31, 2021 and 2020, 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.

The Company had restricted cash of $0.5 million and $0.4 million as of December 31, 2021 and 2020. The restricted cash is cash deposits restricted under the 2020 Term Loan. Refer to Note 7. Debt for additional information.

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. As of December 31, 2021 and 2020, the allowance for doubtful accounts was $0.3 million and $0.8 million, 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. Short-term and long-term debt is carried at amortized cost, which approximates its fair value based on borrowing rates as of December 31, 2020 available to the Company for loans with similar terms. The fair value of the Company’s debt is determined based on Level 2 inputs using primarily observable markets.

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 nil and $0.1 million for the years ended December 31, 2021 and 2020, respectively.

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			2 - 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.

Long-Lived Assets, Net

The Company evaluates the recoverability of its property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review determines that the carrying amount of specific property and equipment is not recoverable, the carrying amount of such assets is reduced to its fair value. There was no impairment of long-lived assets for the years ended December 31, 2021 and 2020.

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.

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.

Unrealized gains and losses on available-for-sale debt securities are excluded from net income (loss) and reported in accumulated other comprehensive income (loss) (“AOCI”) as a separate component of stockholders’ equity. Other income (expense), net, includes interest, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of securities, if any. The cost of securities sold is based on the specific identification method. We regularly review all of our investments for other-than-temporary declines in fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in fair value of an investment is below our accounting basis and the decline is other-than-temporary, we reduce the carrying value of the security we hold and record a loss for the amount of such decline.

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 6. 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. 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. As of December 31, 2020, $0.1 million of deferred transaction costs were included within other assets in the consolidated balance sheet.

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 assets 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. Acquisition related costs are expensed as incurred in the Consolidated Statements of Operations. No acquisitions closed during the year ended December 31, 2021 and 2020. The Company incurred $0.9 million of acquisition-related costs for the year ended December 31, 2021 for the acquisition announced in the fourth quarter of fiscal year 2021.

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 share unit (“RSU”) holders are entitled to receive an aggregate of 23,460,000 shares of the Company’s Class A common stock (“Earn-out Shares”) upon the Company achieving certain Earn-out Triggering Events during the Earn-out Period (as described in Note 13).

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 a component of other income (expense), net in the consolidated statements of operations.

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 expense 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 Company common stock price, 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 6 “Fair Value Measurement” and Note 13 “Contingent Earn-Out Liability” for additional information.

If the applicable earn-out triggering event is achieved for a tranche, the Company will account for the Earn-out Shares for such tranche as issued and outstanding common stock. As of December 31, 2021, the earn-out triggering events have not yet been achieved, the Earn-out Shares are contingently issuable and not reflected in the consolidated financial statements. Refer to Note 19. Subsequent Events for additional information.

Comprehensive Loss and Foreign Currency Translation

The functional currency of Matterport, Inc. and its wholly owned subsidiary in Singapore is the U.S. dollar. Matterport, Inc.’s United Kingdom (“U.K.”) subsidiary uses the British Pound as its functional currency to maintain its books and records. Matterport, Inc., therefore, 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

The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, on January 1, 2019, using the full retrospective method. 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. In accordance with ASC 606, 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 comprises 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 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. 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 $1.6 million and $0.8 million for the years ended December 31, 2021 and 2020, 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 $10.5 million and $4.1 million for the years ended December 31, 2021 and 2020, 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.

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. All the Company’s outstanding common stock warrants as of December 31, 2020, were classified as equity.

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

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

The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 either (1) within the same periods as those otherwise applicable to public business entities or (2) within the same time periods as nonpublic business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. As a result, the Company’s financial statements may not be comparable to companies that comply with public company effective dates because of this election.

Recently Adopted Accounting Standards

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires customers to apply internal-use software guidance to determine the implementation costs that are able to be capitalized. Under the new standard, capitalized implementation costs are generally amortized over the term of the arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. All capitalized implementation amounts will be required to be presented in the same line items of the consolidated financial statements as the related hosting fees. The Company adopted ASU No. 2018-15 beginning January 1, 2021 on a prospective method. The adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize on the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset (“ROU asset”) representing its right to use the underlying asset for the lease term. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides an alternative modified transition method. Under this method, the cumulative-effect adjustment to the opening balance of retained earnings is recognized on the date of adoption with comparative prior periods not restated. The new standard, including related amendments subsequently issued by the FASB, is effective for the Company beginning January 1, 2022. The Company will adopt the new guidance on the alternative modified transition basis, thereby recognizing the cumulative effect of initially applying Topic 842 as an adjustment to opening retained earnings on the adoption date, without revising the balances of comparative periods. The Company plans on electing the package of transitional practical expedients upon adoption which, among other provisions, allows the Company to not reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs, for any existing leases on the adoption date. In addition, for the facility leases, the Company intends to elect to account for lease and non-lease components as a single lease component. The Company will also make an accounting policy election not to record leases that, at the lease commencement date, have a lease term of 12 months or less on the balance sheet. The Company has substantially completed its evaluation of the effect that the adoption of this guidance will have on its consolidated financial statements. In connection with the adoption of the new guidance, the Company expects to recognize ROU assets of approximately $3.6 million and lease liabilities of approximately $3.8 million on its statement of financial position for operating leases, with limited impact to its results of operations and cash flows. The Company believes that substantially all of its undiscounted future minimum operating lease commitments based on its current lease portfolio that were not recognized on its consolidated balance sheet as of December 31, 2021 and as disclosed in Note 8 to the consolidated financial statements, will be subject to the new standard.

In June 2016, the FASB issued ASU No. 2016-13, Financial instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. This ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission filer, excluding eligible smaller reporting companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, including emerging growth companies, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company expects to adopt ASU No. 2016-13 beginning January 1, 2023, and is currently evaluating the impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU No. 2019-12 will be effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. ASU No. 2019-12 will be effective for all other entities, including emerging growth companies, for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company expects to adopt ASU No. 2019-12 beginning January 1, 2022, and does not expect the adoption will have a material impact on the Company’s consolidated financial statements.

In October 2021, the FASB issues 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. This ASU is effective for pubic entities for interim and annual periods beginning after December 15, 2022. ASU No. 2021-08 will be effective for all other entities, including emerging growth companies, for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company expects to adopt ASU 2021-08 beginning January 1, 2023, and is currently assessing the impact the guidance will have on the Company’s consolidated financial statements.

Reverse Recapitalization

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

Reverse Recapitalization

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 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 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 were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger were presented as those of Matterport in this report 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 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 of the Company (“Class F Stock”) were converted upon the consummation of the Merger. Excludes 4,079,000 shares of Class A Stock purchased under the Sponsor Subscription Agreement and excludes 15,000 shares of Class A Stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE Investment. 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 Stock purchased under the Sponsor Subscription Agreement and includes 15,000 shares of Class A Stock purchased by the Initial Stockholders (excluding the Sponsor) in the PIPE Investment.

Revenue

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

REVENUE

Disaggregated Revenue—The following table shows the revenue by geography for the years ended December 31, 2021 and 2020, respectively (in thousands):


	Year Ended December 31,
		2021		2020
Revenue:
United States		$	67,544	$	52,093
International		43,630		33,791
Total revenue		$	111,174	$	85,884

No country other than the United States accounted for more than 10% of the Company’s revenue for the years ended December 31, 2021 and 2020, 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, 2021 and 2020, respectively (in thousands):


	Year Ended December 31,
		2021		2020
Over time revenue		$	73,867	$	49,260
Point-in-time revenue		37,307		36,624
Total		$	111,174	$	85,884

Contract Balances—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 contract balances as of December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Accounts receivable, net	$	8,898	$	2,700
Unbilled accounts receivable	$	1,981	$	1,224
Deferred revenue	$	11,948	$	4,903

During fiscal years 2021 and 2020, the Company recognized revenue of $4.5 million and $2.2 million that was included in the deferred revenue balance at the beginning of the fiscal year, respectively. Contracted but unsatisfied performance obligations were $25.9 million and $12.2 million at the end of fiscal years 2021 and 2020 and consisted of deferred revenue and backlog, respectively. The contracted but unsatisfied or partially unsatisfied performance obligations expected to be recognized over the next 12 months at the end of fiscal year 2021 were $21.6 million and the remaining thereafter.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

BALANCE SHEET COMPONENTS

Allowance for Doubtful Accounts—Allowance for doubtful accounts as of December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
		2021		2020
Balance—beginning of period		$	(799)	$	(337)
Increase in reserves		(222)		(846)
Write-offs		730		384
Balance—end of period		$	(291)	$	(799)

Inventories—Inventories as of December 31, 2021 and 2020, consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Finished Goods	$	295	$	538
Work in process	2,043		2,219
Purchased parts and raw materials	3,255		889
Total inventories	$	5,593	$	3,646

Property and Equipment, Net—Property and equipment as of December 31, 2021 and 2020, consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Machinery and equipment	$	2,324	$	1,435
Furniture and fixtures	355		359
Leasehold improvements	728		733
Capitalized software and development costs	28,964		18,126
Total property and equipment	32,371		20,653
Accumulated depreciation and amortization	(18,253)		(12,443)
Total property and equipment, net	$	14,118	$	8,210

Depreciation and amortization expenses were $5.8 million and $4.8 million for the years ended December 31, 2021 and 2020, respectively.

Additions to capitalized software and development costs, inclusive of stock-based compensation in the years ended December 31, 2021 and 2020, was $10.8 million and $5.0 million, respectively. These are recorded as part of property and equipment, net on the consolidated balance sheets. Amortization expense was $5.5 million and $4.5 million for years ended December 31, 2021 and 2020, respectively, of which $4.7 million and $3.9 million was recorded to costs of revenue related to subscription and $0.8 million and $0.6 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, 2021 and 2020, consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Accrued compensation	$	2,754	$	3,208
Tax payable	1,063		1,164
ESPP Contribution	693		—
Transaction cost payable	—		135
Other current liabilities	5,516		2,488
Total accrued expenses and other current liabilities	$	10,026	$	6,995

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

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, 2021
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	44,142	$	—	$	—	$	44,142
Total cash equivalents	$	44,142	$	—	$	—	$	44,142
Short-term investments:

Non-U.S. government and agency securities	—		24,317		—		24,317
Corporate debt securities	—		92,737		—		92,737
Commercial paper	—		147,877		—		147,877
Total short-term investments	$	—	$	264,931	$	—	$	264,931
Long-term investments:
U.S. government and agency securities	$	185,075	$	—	$	—	$	185,075

Corporate debt securities	—		78,584		—		78,584

Total long-term investments	$	185,075	$	78,584	$	—	$	263,659
Other assets:
Convertible notes receivable	$	—	$	—	$	1,107	$	1,107
Total other assets:	$	—	$	—	$	1,107	$	1,107

Total assets measured at fair value	$	229,217	$	343,515	$	1,107	$	573,839

Financial Liabilities:
Public warrants liability	$	15,645	$	—	$	—	$	15,645
Private warrants liability	—		23,329		—		23,329
Contingent earn-out liability	—				377,576		377,576
Total liabilities measured at fair value	$	15,645	$	23,329	$	377,576	$	416,550


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	43,116	$	—	$	—	$	43,116
Total cash equivalents	$	43,116	$	—	$	—	$	43,116

Total assets measured at fair value	$	43,116	$	—	$	—	$	43,116

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, 2021 (in thousands). There were no investments as of December 31, 2020.


	December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value



Investments:
U.S. government and agency securities	$	186,113	$	—	$	(1,038)	$	185,075
Non-U.S. government and agency securities	24,385		—		(68)		24,317
Corporate debt securities	171,772		—		(451)		171,321
Commercial paper	147,914		—		(37)		147,877
Convertible notes receivable	1,000		107		—		1,107
Total available-for-sale investments	$	531,184	$	107	$	(1,594)	$	529,697

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. As a result, there were no other-than-temporary impairments recorded for these securities at December 31, 2021.

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 matures 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. As of December 31, 2021, the Company applied a probability of 70% and 30% to the conversion and repayment scenario, respectively and an average discount rate of 16.2% in the valuation.

The following table summarizes the amortized cost and fair value of our available-for-sale debt securities as of December 31, 2021, by contractual years-to-maturity (in thousands):


	Amortized Cost		Fair Value
Due within one year	$	265,216	$	264,931
Due between one and three years	265,968		264,766
Total	$	531,184	$	529,697

- 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

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

DEBT

The Company’s short-term and long-term debt is secured by substantially all the assets of the Company and subject the Company to certain affirmative and negative covenants. Failure to comply with these covenants could result in an event of default, which may lead to an acceleration of the amounts owed and other remedies.

2015 Term Loan and Line of Credit—On May 20, 2015, the Company entered into a Loan and Security Agreement with a lender (the “2015 Agreement”) to borrow a term loan up to $4.0 million (“2015 Term Loan”). The Company borrowed the full $4.0 million term loan on September 23, 2016. The term loan matured on September 30, 2019. The Company was required to make 36 equal installment payments of principal starting October 2016 through September 2019. The term loan bore interest at a floating per annum rate equal to 1.0% above the prime rate published by Wall Street Journal (the “Prime Rate”). Interest was payable monthly. The Company repaid the 2015 Term Loan by September 2019. The agreement also allowed the Company to borrow under financing of eligible accounts, for up to $1.0 million (“2015 Account Financing”). The Company did not borrow any amount under the 2015 Account Financing.

On May 22, 2017, the Company amended and restated the 2015 Agreement with the lender (the “2015 Amended and Restated Agreement”) for an additional revolving line of credit up to $2.0 million. The line of credit bore interest at a floating per annum rate equal to 0.5% above the Prime Rate. The line of credit matured on May 22, 2019.

On October 26, 2017, the Company amended the 2015 Amended and Restated Agreement with the lender (the “2017 Amendment”) for an additional term loan up to $1.5 million (“2017 Term Loan”). The Company borrowed the full $1.5 million on November 3, 2017. The Company was required to make monthly interest-only payments starting December 2017 and 36 equal installment payments of principal starting October 2018 through September 2021. The term loan bore interest at a floating per annum rate equal to the greater of (a) 1.0% above the Prime Rate; and (b) 5.25%. Interest was payable monthly.

On September 16, 2019, the Company amended and restated the 2015 Amended and Restated Agreement and 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 Term Loan. 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%. As of December 31, 2020, $3.0 million of principal was outstanding under the 2020 Amendment revolving line of credit. In July 2021, the Company repaid in full the Line of Credit of $3.0 million.

For years ended December 31, 2021 and 2020, the Company recorded $0.2 million and $0.3 million of interest expenses under the 2019 Term Loan and the Line of Credit. The Company repaid $2.4 million and $0.6 million of principal outstanding under the 2019 Term Loan during the years ended December 31, 2021 and 2020, respectively. 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.

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, 2021 and 2020, the Company recorded $0.3 million and $0.8 million of interest expense, respectively, and repaid $5.6 million and $3.2 million of principal outstanding under the 2018 Agreement, respectively. As of December 31, 2020, there was $5.1 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, 2021 and 2020, the Company recorded $0.2 million and $0.1 million of interest expense, respectively. The Company started repayment of principal in May 2021 and repaid $2.0 million of principal outstanding in 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. For the year ended December 31, 2020, the Company did not repay any principal outstanding under the 2020 Term Loan.

2020 Note—In April 2020, the Company entered into a Paycheck Protection Program Note (“PPP Note”) for $4.3 million pursuant to the PPP under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act administered by the U.S. Small Business Administration (“SBA”). The term of the PPP Note was two years with a maturity date in April 2022 and contained a fixed annual interest rate of 1.0%. Principal and interest were payable monthly and could be prepaid by the Company at any time prior to maturity with no prepayment penalties. The Company repaid in full the PPP Note in May 2020. The Company recorded $0.1 million of interest expense for year ended December 31, 2020.

The Company fully repaid all debt as of December 31, 2021. Debt obligations as of December 31, 2020, consisted of the following (in thousands):


	December 31, 2020
Line of credit	$	3,000
2019 term loan	2,417
2018 term loan	5,650
2020 term loan	2,000
Total debt	$	13,067
Less: unamortized debt discount	(350)
Total debt, net of debt discount	12,717
Less: Current portion of long-term debt	(8,215)
Long-term debt	$	4,502

CONVERTIBLE NOTES

The Company issued convertible notes between January 2020 and March 2020 to various investors amounting to $8.5 million (“2020 Notes”). The convertible notes carry an interest rate of 5.0% per annum. The notes mature in January 2022 and cannot be prepaid without written consent. As per the terms of the convertible note agreement, if a qualified financing, defined as a transaction or series of transactions by which the Company sells redeemable convertible preferred stock for aggregate gross proceeds of at least $10.0 million, occurs prior to the payment of the notes, then the notes plus accrued and unpaid interest shall automatically convert into shares of redeemable convertible preferred stock at a price paid by the other purchasers of the redeemable convertible preferred stock sold in the qualified financing discounted by 10.0% if converted prior to January 2021, and on or after January 2021 by 15.0%. If no qualified financing occurs on or prior to the maturity date, then the outstanding principal amount of these convertible notes and all accrued and unpaid interest shall be converted into Series D redeemable convertible preferred stock at a conversion price of $2.0181 per share. During April and June 2020, the Company completed the Series D redeemable convertible preferred stock financing and subsequently issued 21,708,519 shares of Series D redeemable convertible preferred stock at $2.0181 per share for total cash proceeds of $43.8 million. Accordingly, as this meets the qualified financing requirement, all of the convertible notes, including unpaid accrued interest of $8.6 million converted into 4,728,975 shares of Series D redeemable convertible preferred stock at $1.8163 per share in April 2020. The combined aggregate amount of the proceeds from the Series D redeemable convertible preferred stock financing and the converted notes was $52.4 million.

The 2020 Notes contain an embedded derivative. The fair value of the derivative was recorded as a liability with an offsetting amount recorded as a debt discount, and the debt discount is recorded against the carrying amount of the related convertible notes outstanding. The amortization of the debt discount was recorded as interest expense. The embedded derivative liability was re-valued to the current fair value at the end of each reporting period using the income-based approach. Upon conversion, the embedded derivative liability was re-valued at the conversion, and then the related fair value amount was recorded to other (expense) income in the consolidated statements of operations as part of loss on debt extinguishment. The fair value of the embedded derivative upon issuance was $1.0 million and was adjusted to $0.9 million upon conversion in April 2020. Interest expense was accreted on the convertible notes between issuance and conversion. Interest expense on the convertible notes that are included in interest expense are nil and $0.1 million for the years ended December 31, 2021 and 2020, respectively.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Commitment and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIESLease and Purchase Obligation—The Company leases offices under operating leases for its U.S. headquarters and international locations that expire at various dates through 2025. Under the lease agreements that contain escalating rent provisions, lease expense is recorded on a straight-line basis over the lease term. Rent expense for the year ended December 31, 2021 and 2020, was $1.8 million and $2.5 million, respectively. In addition, 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, 2021, future minimum operating lease payments and purchase obligations are as follows (in thousands):


	Operating Leases		Purchase Obligations		Total Lease and Purchase Obligations
2022	$	1,312	$	11,505	$	12,817
2023	1,339		308		1,647
2024	1,306		175		1,481
2025	207		—		207

Thereafter	—		—		—
Total	$	4,164	$	11,988	$	16,152

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 and the Company has made an assessment of the probability of incurring any such losses and whether or not those losses are estimable.

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 complaint claims 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 plaintiff is seeking 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 from December 1-2, 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. Matterport filed a notice of appeal of the court’s ruling on February 8, 2022. Separate proceedings regarding plaintiff’s remaining claims are pending.

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 asserted patents are invalid and not infringed. We have agreed to indemnify Redfin for the matter pursuant to our existing agreements with Redfin. The parties are vigorously defending this litigation. The case is tentatively set for trial in May 2022.

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 any estimate if the Company had previously accrued. As of December 31, 2021 and 2020, 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 provided 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, 2021, there were no known events or circumstances that have resulted in a material indemnification liability.

Convertible Notes

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Convertible Notes

DEBT

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 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.

The Company fully repaid all debt as of December 31, 2021. Debt obligations as of December 31, 2020, consisted of the following (in thousands):


	December 31, 2020
Line of credit	$	3,000
2019 term loan	2,417
2018 term loan	5,650
2020 term loan	2,000
Total debt	$	13,067
Less: unamortized debt discount	(350)
Total debt, net of debt discount	12,717
Less: Current portion of long-term debt	(8,215)
Long-term debt	$	4,502

CONVERTIBLE NOTES

- Definition

+ References

+ Details

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

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.

As of December 31, 2020, the Company’s redeemable convertible preferred stock consisted of the following (in thousands, except per share data):


	December 31, 2020
Convertible preferred stock:	Original Issuance Price		Shares Authorized	Shares Issued and Outstanding	Shares of Common Stock if converted	Carrying Value		Aggregate Liquidation Preference		Dividend Rate
Series Seed redeemable	$	0.3507	24,861	24,861	24,861	$	7,350	$	8,720	8.0	%
Series A-1 redeemable	$	0.4261	7,570	7,570	7,570	3,165		3,226		8.0	%
Series B redeemable	$	0.8194	19,527	19,527	20,957	15,905		16,000		8.0	%
Series C redeemable	$	1.7194	30,730	30,727	30,727	52,696		52,832		8.0	%
Series D redeemable	$	2.0181	42,717	42,294	42,294	85,052		$	85,353	8.0	%
			125,405	124,979	126,409	$	164,168	$	166,131

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

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 an 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 share 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, 2021 as follows (in thousands):


			December 31, 2021
Common stock reserved for Earn-out			23,460


Public and private warrants to purchase common stock			4,260
Common stock options outstanding and unvested RSUs			66,971

Shares available for future grant under 2021 Employee Stock Purchase Plan			7,259
Shares available for future grant under 2021 Incentive Award Plan			3,415
Total shares of common stock reserved			105,365

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 7 “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.

As of December 31, 2020, the unamortized debt discount related to the above warrants were $0.2 million. 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 7 “Debt”.

Accumulated Other Comprehensive Income

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 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)


	Foreign Currency Translation, Net of Tax		Unrealized Gains on Available-for-Sale Debt Securities, Net of Tax		Total
Balance at December 31, 2019	$	36	$	—	$	36
Net unrealized gain	99		—		99
Balance at December 31, 2020	$	135	$	—	$	135

- Definition

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

+ References

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+ Details

Public and Private Warrants

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Public and Private Warrants

PUBLIC AND PRIVATE WARRANTS

Prior to the Closing, GHVI 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 common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable from 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 may 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 remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable, and the holders of those Public Warrants will be entitled to receive only the redemption price of $0.01 per warrant.

The following table summarizes the Public and Private Warrants activities during the year ended December 31, 2021 (in thousands):


	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

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

The Warrants are measured at fair value on a recurring basis. The following table presents the changes in the fair value of warrant liabilities (in thousands):


	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

Contingent Earn-out Awards

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

Contingent Earn-out Awards

CONTINGENT EARN-OUT AWARDS

Legacy Matterport Stockholders and certain holders of Legacy Matterport Stock Options and RSUs are entitled to receive a number of Earn-out Shares comprising up to 23,460,000 shares of Class A common stock in the aggregate. There are six distinct tranches, and each tranche has 3,910,000 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 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.

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 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. Assumptions used in the valuation are described below:


	As of
	December 31, 2021			July 22, 2021
Current stock price	$	20.64		$	14.47
Expected term (in years)	5.1			5.5
Expected volatility	67.0		%	51.5		%
Risk-free interest rate	1.3		%	0.8		%
Expected dividend yield	0		%	0		%

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 Matterport legacy Stockholders was accounted for as a liability because the Earn-out Triggering Events that determine the number of Earn-out Shares required. The Earn-out pro rata 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 accounted as stock-based compensation expense as they are subject to forfeiture based on the satisfaction of certain employment conditions, see Note 14. Stock Plan for more information.

The Company recognized $231.6 million contingent earn-out liability attributable to the Earn-out Shares to Matterport legacy Stockholders upon the Closing on July 22, 2021. 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, 2020	$	—
Contingent earn-out liability recognized upon the closing of the Merger	231,627
Reallocation of Earn-out Shares to earn-out liability upon forfeitures	5,495
Change in fair value of earn-out liability	140,454
Balance at December 31, 2021	$	377,576

As of December 31, 2021, the Earn-out triggering events have not yet been achieved, the Earn-out Shares are contingently issuable and not reflected in the consolidated financial statements. On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23,460,000 Earn-out Shares occurred. Refer to Note 19. Subsequent Events for additional information.

Stock Plan

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock Plan

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. As of December 31, 2020, the Company had granted primarily ISOs.

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 Plan due to the termination of the 2011 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 (“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 2011 Plan and all outstanding awards thereunder, effective as of the Closing, and no further awards shall be granted under the 2011 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 amended and restated 2011 Stock Plan which, following the effective date of the 2021 Plan, become 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.

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; 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 each purchase 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 which began on July 23, 2021 and will end on May 31, 2022. As of December 31, 2021, a total of 7.3 million shares of our common stock are available for sale under our 2021 ESPP. For the year ended December 31, 2021, there were no shares of common stock purchased under the 2021 ESPP.

Shares Available for Future Grant—The Company issues new shares upon a stock option exercise or release. As of December 31, 2021, shares authorized and available for future grant under the Company’s 2021 Plan and 2021 ESPP are 3.4 million shares and 7.3 million shares, respectively.

Stock Option Activities—The following table summarizes the stock option activities under the Company’s stock plans for year ended December 31, 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, 2019	48,762	$	0.50	8.1	$	7,698
Granted	13,349	0.81
Expired or canceled	(5,612)	0.54
Exercised	(7,293)	0.21
Balance—December 31, 2020	49,206	$	0.62	8.1	$	245,565
Expired or canceled	(2,907)	0.69
Exercised	(4,072)	0.51			$	48,660
Balance—December 31, 2021	42,227	$	0.63	6.9	$	844,909
Options vested and exercisable—December 31, 2021	29,351	$	0.58	6.5	$	588,842

As of December 31, 2021, unrecognized stock-based compensation expense related to unvested options was $3.7 million, which is expected to be amortized over a weighted-average vesting period of 1.9 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, 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

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, 2021, unrecognized compensation costs related to unvested RSUs and PRSUs were $387.9 million and $15.4 million, respectively. The remaining unrecognized compensation costs for RSUs and RSUs are expected to be recognized over a weighted-average period of 3.6 years and 1.8 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 13 “Contingent Earn-Out Liability”, 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.

The following table summarizes the Earn-out Award activity under the Earn-out Arrangement pursuant to the Merger Agreement during the year ended December 31, 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

As of December 31, 2021, unrecognized compensation cost related to Earn-out Awards was $28.0 million. As of December 31, 2021, the Earn-out Triggering Events have not yet been achieved, the Earn-out Shares are contingently issuable and not reflected in the consolidated financial statements. On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23,460,000 Earn-out Shares occurred. Refer to Note 19, Subsequent Events, for additional information.

Employee Stock Options Valuation—The fair value of options on the date of grant is estimated based on the Black-Scholes option-pricing model using the single-option award approach. No options were granted during the year ended December 31, 2021. The assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2020 were as follows:


			Year Ended December 31,
			2020
Expected term			5.5 – 6.1 years
Expected volatility			38.5 – 44.9%
Risk-free interest rate			0.3 – 1.5%
Expected dividend yield			0%

Earn-out Awards Valuation— The assumptions used to estimate the fair value of Earn-out Awards granted during the year ended December 31, 2021 were as follows:


			Inception to December 31,
			2021
Current stock price			$13.93 – $27.86
Expected term			5.1 – 5.5 years
Expected volatility			40.0% – 67.0%
Risk-free interest rate			0.8% – 1.3%
Expected dividend yield			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:


			Year Ended December 31,
			2021
Expected term			0.50 – 2.0 years
Expected volatility			27.9 – 43.4%
Risk-free interest rate			0.1 – 0.6%
Expected dividend yield			0%
Grant-date fair value per share			$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. During the three months ended December 31, 2021, the Company recorded of $1.8 million stock-based compensation expense related to the ESPP. As of December 31, 2021, unrecognized compensation cost related to the ESPP was $8.4 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 expenses 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 expenses of Earn-out Awards are 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.

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, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
		2021		2020
Costs of revenue		$	3,083	$	135
Research and development		25,691		624
Selling, general, and administrative		71,831		1,746
Stock-based compensation, net of amounts capitalized		100,605		2,505
Capitalized stock-based compensation		3,632		146
Total stock-based compensation		$	104,237	$	2,651

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The components of the net loss before income taxes, determined by jurisdiction, for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021		2020
United States	$	(339,094)	$	(14,294)
Foreign	817		350
Loss before income taxes	$	(338,277)	$	(13,944)

The provision for income taxes for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current
State	$	22	$	8
International	146		69
Total current tax expense	168		77
United States	—		—
International	(385)		—
Total deferred tax expense	(385)		—
Total tax expense	$	(217)	$	77

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.

The components of the deferred tax assets for the years ended December 31, 2021 and 2020 consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	41,555	$	29,734
Research and development credits carryforward	6,858		5,009
Accruals	317		988
Other	348		62
Interest expense carryforward	562		566
Fixed assets	112		128
Stock-based compensation	10,580		604
Total deferred tax assets	$	60,332	$	37,091
Less: valuation allowance	(56,344)		(35,023)
Deferred tax liabilities:
Intangibles	(3,214)		(1,876)
Deferred commissions	(389)		(192)
Total deferred tax liabilities	(3,603)		(2,068)
Net deferred tax assets	$	385	$	—

The table below presents the changes in the valuation allowance for deferred tax assets for the years ended December 31, 2021 and 2020 (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, 2021	35,023	21,321	—	56,344
For the Year Ended December 31, 2020	31,081	3,942	—	35,023

Net operating loss and tax credit carryforwards as of December 31, 2021 were as follows (in thousands):


	Amount		Expiration Years
NOLs, federal (Post December 31, 2017)	$	108,007	Do Not Expire
NOLs, federal (Pre January 1, 2018)	61,397		12/31/2031
NOLs, state	89,392		12/31/2032
Tax credits, federal	7,378		12/31/2032
Tax credits, state	$	5,130	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, 2021 and 2020, and was as follows:


	Year Ended December 31,
	2021		2020
Statutory federal income benefit rate	21.0	%	21.0	%
State income tax rate	1.1		7.0
Change in valuation allowance	(6.3)		(28.3)
Research and development credits	0.3		2.9
Other	(4.2)		(0.8)
Convertible notes — nondeductible	—		(1.6)
Stock-based compensation	(0.2)		(0.9)
Change in fair value of contingent earn-out liability	(8.7)		—
Change in fair value of warrants liabilities	(3.0)		—
Foreign rate differential	0.1		—
Effective tax rate	0.1	%	(0.6)	%

The Company had net operating loss carryovers (“NOLs”) for federal and state income tax purposes of approximately, $169.4 million and $89.4 million, respectively, as of December 31, 2021. $61.4 million of federal NOLs will expire beginning in 2031, while $108.0 million generated after the Tax Cuts and Jobs Act (the “TCJA”), will have an indefinite life. The state NOLs will expire if unused in years 2031 through 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, 2021, 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.

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. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. In making such determination, the Company considered all available positive and negative evidence and continued to conclude that as of December 31, 2021, it is not more likely than not that the Company will realize the benefits of its remaining net deferred tax assets and no valuation allowance should be released in the current period. As of December 31, 2021, the Company has a valuation allowance for federal, state, and foreign deferred tax assets that the Company believes will, more likely than not, be unrealizable.

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, 2021 and 2020, was as follows (in thousands):


	Year Ended December 31,
	2021		2020
Unrecognized tax benefits — beginning	$	3,662	$	2,906
Gross Increases — prior-year unrecognized tax benefits	—		—
Gross Increases — current-year unrecognized tax benefits	1,341		756
Unrecognized tax benefits — ending	$	5,003	$	3,662

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, 2021 and 2020, 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
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+ Details

Net Loss Per Share Attributable To Common Stockholders

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share Attributable To Common Stockholders

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 loss by the weighted-average number of common shares outstanding for the years ended December 31, 2021 and 2020 (in thousands, except for per share data):


	Year Ended December 31,
		2021		2020
Numerator :


Net loss attributable to common stockholders, basic and diluted		$	(338,060)	$	(14,021)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted		131,278		32,841
Net loss per share attributable to common stockholders, basic and diluted		$	(2.58)	$	(0.43)

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,
	2021	2020
Public and private warrants	4,260	—
Earn-out shares	23,460	—
Redeemable convertible preferred stock, all series	—	126,409
Warrants to purchase common stock	—	1,081
Common stock options outstanding	42,227	49,206
Unvested RSUs	24,744	—
ESPP Shares	706	—
Total potentially dilutive common stock equivalents	95,397	176,696

Related Party Disclosures	12 Months Ended
Related Party Disclosures	Dec. 31, 2021
Related Party Transactions [Abstract]
Related-Party Transactions	RELATED-PARTY TRANSACTIONSFrom January 2020 to March 2020, Matterport issued convertible promissory notes in an aggregate principal amount of $8.5 million (“2020 Notes”) to investors, including (i) $400,000 aggregate principal amount to DCM VI, L.P., an affiliate of Jason Krikorian, a member of the Matterport board of directors, (ii) $2.0 million aggregate principal amount to Lux Co-Invest Opportunities, L.P., an affiliate of Peter Hébert, a member of the Matterport board of directors, and (iii) $1,000,000 aggregate principal amount to QUALCOMM Ventures LLC, an affiliate of Carlos Kokron, a member of the Matterport board of directors. The 2020 Notes accrued interest at a rate of 5% per annum. Refer to Note 9. Convertible Notes.

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plans	EMPLOYEE BENEFITS PLANSThe Company has a defined contribution retirement and savings plan intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”) covering substantially all US employees. The 401(k) Plan allows each participant to contribute up to an amount not to exceed an annual statutory maximum. The Company contracted with a third-party provider to act as a custodian and trustee and to process and maintain the records of participant data. Substantially all of the expenses incurred for administering the 401(k) Plan are paid by the Company. The Company discontinued providing contributions in the 401(k) Plan match since May 1, 2020. For the year ended December 31, 2020, the Company made $0.2 million of discretionary matching contribution. 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 $0.3 million and $0.2 million matching contributions to the U.K. pension plan for the year ended December 31, 2021 and 2020.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Subsequent Events	1 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTS In December 2021, we entered into a definitive agreement to acquire Enview, Inc. (“Enview”), a privately-held company engaged in the development of artificial intelligence algorithms to identify natural and man-made features in geospatial data using various techniques, for total consideration of approximately 1.6 million shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and $35.5 million in cash. All shares of Common Stock issued in the transaction are subject to a lock-up period expiring 180 days following the closing of the transaction. The acquisition closed on January 5, 2022. The Company is still in the process of preparing the initial accounting for the transaction and expects to establish a preliminary purchase price allocation with respect to this transaction by the end of the first quarter of fiscal year 2022. On January 14, 2022, the Public Warrants ceased trading on the Nasdaq Global Market. As of the Redemption Date of January 14, 2022, 9.1 million shares of Common Stock have been issued upon the exercise of Public Warrants and Private Warrants by the holders thereof at an exercise price of $11.50 per share, resulting in aggregate proceeds to Matterport of $104.5 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. 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 and remain outstanding. A total of 2.8 million private warrants were exercised as of the Redemption Date, resulting in 1.7 million private warrants unexercised and outstanding . On January 18, 2022, all six Earn-out Triggering Events for issuing up to 23.5 million Earn-out Shares occurred. A total of 21.5 million Earn-out Shares were issued on February 1, 2022 after withholding some of these Earn-out Shares to cover tax withholding obligations. We will recognize the unamortized stock-based compensation related to the Earn-out Shares amounted to $28.0 million as of December 31, 2021 in the quarter ended March 31, 2022, as both Triggering event condition satisfied and the service condition was met. No further Earn-out Shares remained contingently issuable thereafter.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

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

Reclassification

ReclassificationCertain prior-period amounts have been reclassified in the accompanying Consolidated Financial Statements and Notes thereto in order to conform to the current period presentation.

Principles of Consolidation

Use of Estimates

Segment Information

Segment information

Concentration of Credit Risk and Other Risks and Uncertainties

Cash and Cash Equivalents and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

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

Inventories

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.

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			2 - 7 years
Furniture and fixtures			3 years
Capitalized software and development costs			3 years
Leasehold improvements			Shorter of remaining lease term or 10 years

Long-Lived Assets, Net

Investments

Transaction costs and Business Combination

Transaction costsTransaction 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. Business CombinationBusiness 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 assets 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. Acquisition related costs are expensed as incurred in the Consolidated Statements of Operations.

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.

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

Deferred Commission, Net

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 $1.6 million and $0.8 million for the years ended December 31, 2021 and 2020, respectively.

Advertising Costs

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

Internal-Use Software Development Costs

Stock-Based Compensation

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:

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

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

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. All the Company’s outstanding common stock warrants as of December 31, 2020, were classified as equity.

Income Taxes

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

Comprehensive Income (loss)

Accounting Pronouncements

Recently Adopted Accounting Standards

Recently Issued Accounting Standards Not yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

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			2 - 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, 2021 and 2020, consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Machinery and equipment	$	2,324	$	1,435
Furniture and fixtures	355		359
Leasehold improvements	728		733
Capitalized software and development costs	28,964		18,126
Total property and equipment	32,371		20,653
Accumulated depreciation and amortization	(18,253)		(12,443)
Total property and equipment, net	$	14,118	$	8,210

Reverse Recapitalization (Tables)

12 Months Ended

Dec. 31, 2021

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 Stock(2)			8,625
PIPE Investors(3)			29,500
Total			241,956

Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table shows the revenue by geography for the years ended December 31, 2021 and 2020, respectively (in thousands):


	Year Ended December 31,
		2021		2020
Revenue:
United States		$	67,544	$	52,093
International		43,630		33,791
Total revenue		$	111,174	$	85,884

The following table shows over time versus point-in-time revenue for the years ended December 31, 2021 and 2020, respectively (in thousands):


	Year Ended December 31,
		2021		2020
Over time revenue		$	73,867	$	49,260
Point-in-time revenue		37,307		36,624
Total		$	111,174	$	85,884

Contract Balances

The contract balances as of December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Accounts receivable, net	$	8,898	$	2,700
Unbilled accounts receivable	$	1,981	$	1,224
Deferred revenue	$	11,948	$	4,903

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Allowance for Doubtful Accounts

Allowance for doubtful accounts as of December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
		2021		2020
Balance—beginning of period		$	(799)	$	(337)
Increase in reserves		(222)		(846)
Write-offs		730		384
Balance—end of period		$	(291)	$	(799)

Inventories

Inventories—Inventories as of December 31, 2021 and 2020, consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Finished Goods	$	295	$	538
Work in process	2,043		2,219
Purchased parts and raw materials	3,255		889
Total inventories	$	5,593	$	3,646

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			2 - 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, 2021 and 2020, consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Machinery and equipment	$	2,324	$	1,435
Furniture and fixtures	355		359
Leasehold improvements	728		733
Capitalized software and development costs	28,964		18,126
Total property and equipment	32,371		20,653
Accumulated depreciation and amortization	(18,253)		(12,443)
Total property and equipment, net	$	14,118	$	8,210

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of December 31, 2021 and 2020, consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Accrued compensation	$	2,754	$	3,208
Tax payable	1,063		1,164
ESPP Contribution	693		—
Transaction cost payable	—		135
Other current liabilities	5,516		2,488
Total accrued expenses and other current liabilities	$	10,026	$	6,995

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

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, 2021
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	44,142	$	—	$	—	$	44,142
Total cash equivalents	$	44,142	$	—	$	—	$	44,142
Short-term investments:

Non-U.S. government and agency securities	—		24,317		—		24,317
Corporate debt securities	—		92,737		—		92,737
Commercial paper	—		147,877		—		147,877
Total short-term investments	$	—	$	264,931	$	—	$	264,931
Long-term investments:
U.S. government and agency securities	$	185,075	$	—	$	—	$	185,075

Corporate debt securities	—		78,584		—		78,584

Total long-term investments	$	185,075	$	78,584	$	—	$	263,659
Other assets:
Convertible notes receivable	$	—	$	—	$	1,107	$	1,107
Total other assets:	$	—	$	—	$	1,107	$	1,107

Total assets measured at fair value	$	229,217	$	343,515	$	1,107	$	573,839

Financial Liabilities:
Public warrants liability	$	15,645	$	—	$	—	$	15,645
Private warrants liability	—		23,329		—		23,329
Contingent earn-out liability	—				377,576		377,576
Total liabilities measured at fair value	$	15,645	$	23,329	$	377,576	$	416,550


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	43,116	$	—	$	—	$	43,116
Total cash equivalents	$	43,116	$	—	$	—	$	43,116

Total assets measured at fair value	$	43,116	$	—	$	—	$	43,116

Schedule of Amortized Cost, Unrealized Gains and Losses, and Fair Value of AFS Debt Securities


	December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value



Investments:
U.S. government and agency securities	$	186,113	$	—	$	(1,038)	$	185,075
Non-U.S. government and agency securities	24,385		—		(68)		24,317
Corporate debt securities	171,772		—		(451)		171,321
Commercial paper	147,914		—		(37)		147,877
Convertible notes receivable	1,000		107		—		1,107
Total available-for-sale investments	$	531,184	$	107	$	(1,594)	$	529,697

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, 2021, by contractual years-to-maturity (in thousands):


	Amortized Cost		Fair Value
Due within one year	$	265,216	$	264,931
Due between one and three years	265,968		264,766
Total	$	531,184	$	529,697

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt Obligations

Debt obligations as of December 31, 2020, consisted of the following (in thousands):


	December 31, 2020
Line of credit	$	3,000
2019 term loan	2,417
2018 term loan	5,650
2020 term loan	2,000
Total debt	$	13,067
Less: unamortized debt discount	(350)
Total debt, net of debt discount	12,717
Less: Current portion of long-term debt	(8,215)
Long-term debt	$	4,502

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Operating Lease Payments and Purchase Obligations

As of December 31, 2021, future minimum operating lease payments and purchase obligations are as follows (in thousands):


	Operating Leases		Purchase Obligations		Total Lease and Purchase Obligations
2022	$	1,312	$	11,505	$	12,817
2023	1,339		308		1,647
2024	1,306		175		1,481
2025	207		—		207

Thereafter	—		—		—
Total	$	4,164	$	11,988	$	16,152

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Schedule of Redeemable Convertible Preferred Stock

As of December 31, 2020, the Company’s redeemable convertible preferred stock consisted of the following (in thousands, except per share data):


	December 31, 2020
Convertible preferred stock:	Original Issuance Price		Shares Authorized	Shares Issued and Outstanding	Shares of Common Stock if converted	Carrying Value		Aggregate Liquidation Preference		Dividend Rate
Series Seed redeemable	$	0.3507	24,861	24,861	24,861	$	7,350	$	8,720	8.0	%
Series A-1 redeemable	$	0.4261	7,570	7,570	7,570	3,165		3,226		8.0	%
Series B redeemable	$	0.8194	19,527	19,527	20,957	15,905		16,000		8.0	%
Series C redeemable	$	1.7194	30,730	30,727	30,727	52,696		52,832		8.0	%
Series D redeemable	$	2.0181	42,717	42,294	42,294	85,052		$	85,353	8.0	%
			125,405	124,979	126,409	$	164,168	$	166,131

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Common Stock Reserved for Future Issuance

The Company had reserved shares of common stock for future issuance as of December 31, 2021 as follows (in thousands):


			December 31, 2021
Common stock reserved for Earn-out			23,460


Public and private warrants to purchase common stock			4,260
Common stock options outstanding and unvested RSUs			66,971

Shares available for future grant under 2021 Employee Stock Purchase Plan			7,259
Shares available for future grant under 2021 Incentive Award Plan			3,415
Total shares of common stock reserved			105,365

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 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)


	Foreign Currency Translation, Net of Tax		Unrealized Gains on Available-for-Sale Debt Securities, Net of Tax		Total
Balance at December 31, 2019	$	36	$	—	$	36
Net unrealized gain	99		—		99
Balance at December 31, 2020	$	135	$	—	$	135

- 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.

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+ Details

Public and Private Warrants (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Warrant Liability

The following table summarizes the Public and Private Warrants activities during the year ended December 31, 2021 (in thousands):


	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

Schedule of Warrants Measured at Fair Value

The following table presents the changes in the fair value of warrant liabilities (in thousands):


	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

Contingent Earn-out Awards (Tables)

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

Earn-out Shares Valuation

Assumptions used in the valuation are described below:


	As of
	December 31, 2021			July 22, 2021
Current stock price	$	20.64		$	14.47
Expected term (in years)	5.1			5.5
Expected volatility	67.0		%	51.5		%
Risk-free interest rate	1.3		%	0.8		%
Expected dividend yield	0		%	0		%

The assumptions used to estimate the fair value of Earn-out Awards granted during the year ended December 31, 2021 were as follows:


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

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

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, 2020	$	—
Contingent earn-out liability recognized upon the closing of the Merger	231,627
Reallocation of Earn-out Shares to earn-out liability upon forfeitures	5,495
Change in fair value of earn-out liability	140,454
Balance at December 31, 2021	$	377,576

Stock Plan (Tables)

12 Months Ended

Dec. 31, 2021

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, 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, 2019	48,762	$	0.50	8.1	$	7,698
Granted	13,349	0.81
Expired or canceled	(5,612)	0.54
Exercised	(7,293)	0.21
Balance—December 31, 2020	49,206	$	0.62	8.1	$	245,565
Expired or canceled	(2,907)	0.69
Exercised	(4,072)	0.51			$	48,660
Balance—December 31, 2021	42,227	$	0.63	6.9	$	844,909
Options vested and exercisable—December 31, 2021	29,351	$	0.58	6.5	$	588,842

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, 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

Schedule of Earn-out Award Activity


	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

Employee Stock Option Valuation

The assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2020 were as follows:


			Year Ended December 31,
			2020
Expected term			5.5 – 6.1 years
Expected volatility			38.5 – 44.9%
Risk-free interest rate			0.3 – 1.5%
Expected dividend yield			0%

Earn-out Shares Valuation

Assumptions used in the valuation are described below:


	As of
	December 31, 2021			July 22, 2021
Current stock price	$	20.64		$	14.47
Expected term (in years)	5.1			5.5
Expected volatility	67.0		%	51.5		%
Risk-free interest rate	1.3		%	0.8		%
Expected dividend yield	0		%	0		%

The assumptions used to estimate the fair value of Earn-out Awards granted during the year ended December 31, 2021 were as follows:


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

Employee Stock Purchase Plan Valuation

The following table summarizes the assumptions used and the resulting grant-date fair values of our ESPP:


			Year Ended December 31,
			2021
Expected term			0.50 – 2.0 years
Expected volatility			27.9 – 43.4%
Risk-free interest rate			0.1 – 0.6%
Expected dividend yield			0%
Grant-date fair value per share			$7.59 – $14.36

Stock-based Compensation Arrangement


	Year Ended December 31,
		2021		2020
Costs of revenue		$	3,083	$	135
Research and development		25,691		624
Selling, general, and administrative		71,831		1,746
Stock-based compensation, net of amounts capitalized		100,605		2,505
Capitalized stock-based compensation		3,632		146
Total stock-based compensation		$	104,237	$	2,651

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

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, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021		2020
United States	$	(339,094)	$	(14,294)
Foreign	817		350
Loss before income taxes	$	(338,277)	$	(13,944)

Schedule of Provision for Income Taxes

The provision for income taxes for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021		2020
Current
State	$	22	$	8
International	146		69
Total current tax expense	168		77
United States	—		—
International	(385)		—
Total deferred tax expense	(385)		—
Total tax expense	$	(217)	$	77

Schedule of Deferred Tax Assets

The components of the deferred tax assets for the years ended December 31, 2021 and 2020 consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	41,555	$	29,734
Research and development credits carryforward	6,858		5,009
Accruals	317		988
Other	348		62
Interest expense carryforward	562		566
Fixed assets	112		128
Stock-based compensation	10,580		604
Total deferred tax assets	$	60,332	$	37,091
Less: valuation allowance	(56,344)		(35,023)
Deferred tax liabilities:
Intangibles	(3,214)		(1,876)
Deferred commissions	(389)		(192)
Total deferred tax liabilities	(3,603)		(2,068)
Net deferred tax assets	$	385	$	—

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, 2021 and 2020 (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, 2021	35,023	21,321	—	56,344
For the Year Ended December 31, 2020	31,081	3,942	—	35,023

Summary of Net Operating Loss Credit Carryforwards

Net operating loss and tax credit carryforwards as of December 31, 2021 were as follows (in thousands):


	Amount		Expiration Years
NOLs, federal (Post December 31, 2017)	$	108,007	Do Not Expire
NOLs, federal (Pre January 1, 2018)	61,397		12/31/2031
NOLs, state	89,392		12/31/2032
Tax credits, federal	7,378		12/31/2032
Tax credits, state	$	5,130	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, 2021 and 2020, and was as follows:


	Year Ended December 31,
	2021		2020
Statutory federal income benefit rate	21.0	%	21.0	%
State income tax rate	1.1		7.0
Change in valuation allowance	(6.3)		(28.3)
Research and development credits	0.3		2.9
Other	(4.2)		(0.8)
Convertible notes — nondeductible	—		(1.6)
Stock-based compensation	(0.2)		(0.9)
Change in fair value of contingent earn-out liability	(8.7)		—
Change in fair value of warrants liabilities	(3.0)		—
Foreign rate differential	0.1		—
Effective tax rate	0.1	%	(0.6)	%

Schedule of Unrecognized Tax Benefits

A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2021 and 2020, was as follows (in thousands):


	Year Ended December 31,
	2021		2020
Unrecognized tax benefits — beginning	$	3,662	$	2,906
Gross Increases — prior-year unrecognized tax benefits	—		—
Gross Increases — current-year unrecognized tax benefits	1,341		756
Unrecognized tax benefits — ending	$	5,003	$	3,662

Net Loss Per Share Attributable To Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

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


	Year Ended December 31,
		2021		2020
Numerator :


Net loss attributable to common stockholders, basic and diluted		$	(338,060)	$	(14,021)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted		131,278		32,841
Net loss per share attributable to common stockholders, basic and diluted		$	(2.58)	$	(0.43)

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


	As of December 31,
	2021	2020
Public and private warrants	4,260	—
Earn-out shares	23,460	—
Redeemable convertible preferred stock, all series	—	126,409
Warrants to purchase common stock	—	1,081
Common stock options outstanding	42,227	49,206
Unvested RSUs	24,744	—
ESPP Shares	706	—
Total potentially dilutive common stock equivalents	95,397	176,696

Summary of Significant Accounting Policies - Cash (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) d	Dec. 31, 2020 USD ($)
Cash and Cash Equivalents [Line Items]
Receivables from credit card processors \| $	$ 700	$ 800
Restricted cash \| $	$ 468	$ 400
Minimum
Cash and Cash Equivalents [Line Items]
Number of business days to convert credit card receivables to cash \| d	3
Maximum
Cash and Cash Equivalents [Line Items]
Number of business days to convert credit card receivables to cash \| d	5

Summary of Significant Accounting Policies - Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2021
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	3 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	2 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	7 years
Capitalized software and development costs
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	3 years

Summary of Significant Accounting Policies - Additional Information (Details)		12 Months Ended
	Jul. 22, 2021 USD ($) shares	Dec. 31, 2021 USD ($) d	Dec. 31, 2020 USD ($) d	Jan. 01, 2022 USD ($)	Dec. 31, 2019 USD ($)
Reverse Recapitalization [Line Items]
Allowance for doubtful accounts (less than $0.1 million in current period)		$ 291,000	$ 799,000		$ 337,000
Inventory provision		0	100,000
Impairment of long-lived assets		0	0
Deferred transaction costs			100,000
Transaction costs paid	$ 36,300,000	$ 10,013,000	$ 0
Additional paid in capital, reduction of proceeds	35,700,000
Transaction costs paid at closing	$ 600,000
Number of acquisitions closed \| d		0	0
Acquisition related cost		$ 900,000
Earn-out (in shares) \| shares	23,460,000
Deferred sales commission		1,600,000	$ 800,000
Advertising costs		$ 10,500,000	$ 4,100,000
Subsequent Event
Reverse Recapitalization [Line Items]
Right-of-use asset				$ 3,600,000
Lease liability				$ 3,800,000
Gores Holdings VI, Inc.
Reverse Recapitalization [Line Items]
Transaction costs paid	$ 26,300,000

Reverse Recapitalization - Narrative (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Jul. 22, 2021

USD ($)

$ / shares

Jul. 21, 2021

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Jun. 30, 2020

$ / shares

Reverse Recapitalization [Line Items]

Gross proceeds received in business combination

$ 640,100

Proceeds from cash held in trust account

345,100

Redemption of common stock

$ 0

$ 438

Transaction costs paid

36,300

10,013

Additional paid in capital, reduction of proceeds

35,700

Transaction costs

$ 600

$ 565

$ 0

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 stocks net of issuance costs (in shares) | shares

^[1]

52,000

21,708,000

Legacy Matterport Common Stock Warrants

Reverse Recapitalization [Line Items]

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

1,038,444

Series D redeemable convertible preferred stock

Reverse Recapitalization [Line Items]

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

$ 2.0181

Issuance of Series D redeemable convertible preferred stocks net of issuance costs (in shares) | shares

52,236

Legacy Matterport Preferred Stock

Reverse Recapitalization [Line Items]

Conversion of convertible securities (in shares) | shares

126,460,926

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.

Reverse Recapitalization - Shares Issued Immediately following Consummation of Merger (Details) - shares	Jul. 22, 2021	Dec. 31, 2021	Dec. 31, 2020
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	241,956,000	250,173,000	38,981,000
Issuance of common stock (shares)	29,500,000
Earnout shares excluded (in shares)	23,460,000
Earnout period	180 days
Legacy Matterport Stockholders
Reverse Recapitalization [Line Items]
Common stock, outstanding (in shares)	169,425,000
Public Stockholders of Gores
Reverse Recapitalization [Line Items]
Stock Issued during period (shares)	34,406,000
Initial Stockholders' Class F Stock
Reverse Recapitalization [Line Items]
Stock Issued during period (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

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 111,174	$ 85,884
Over time revenue
Disaggregation of Revenue [Line Items]
Total revenue	73,867	49,260
Point-in-time revenue
Disaggregation of Revenue [Line Items]
Total revenue	37,307	36,624
United States
Disaggregation of Revenue [Line Items]
Total revenue	67,544	52,093
International
Disaggregation of Revenue [Line Items]
Total revenue	$ 43,630	$ 33,791

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 8,898	$ 2,700
Unbilled accounts receivable	1,981	1,224
Deferred revenue	$ 11,948	$ 4,903

Revenue - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Deferred revenue recognized	$ 4.5	$ 2.2

Revenue - Remaining Performance Obligation (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations	$ 25.9	$ 12.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations	$ 21.6
Contracted but unsatisfied performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contracted but unsatisfied performance obligations, period

Balance Sheet Components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance—beginning of period	$ (799)	$ (337)
Increase in reserves	(222)	(846)
Write-offs	730	384
Balance—end of period	$ (291)	$ (799)

Balance sheet Components - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Finished Goods	$ 295	$ 538
Work in process	2,043	2,219
Purchased parts and raw materials	3,255	889
Total inventories	$ 5,593	$ 3,646

Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 32,371	$ 20,653
Accumulated depreciation and amortization	(18,253)	(12,443)
Total property and equipment, net	14,118	8,210
Depreciation and amortization	5,824	4,778
Capitalized computer software additions	10,800	5,000
Capitalized computer software amortization	5,500	4,500
Costs of revenue
Property, Plant and Equipment [Line Items]
Capitalized computer software amortization	4,700	3,900
Selling, general, and administrative
Property, Plant and Equipment [Line Items]
Capitalized computer software amortization	800	600
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	2,324	1,435
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	355	359
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	728	733
Capitalized software and development costs
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 28,964	$ 18,126

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Accrued compensation	$ 2,754	$ 3,208
Tax payable	1,063	1,164
ESPP Contribution	693	0
Transaction cost payable	0	135
Other current liabilities	5,516	2,488
Total accrued expenses and other current liabilities	$ 10,026	$ 6,995

Fair Value Measurements - Assets on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jul. 22, 2021	Dec. 31, 2020
Short-term investments:
Short-term investments	$ 264,931		$ 0
Other assets:
Convertible notes receivable	529,697
Financial Liabilities:
Warrants liability	38,974	$ 64,127
Contingent earn-out liability		231,600
Public warrants liability
Financial Liabilities:
Warrants liability	23,329	38,984	0
Private warrants liability
Financial Liabilities:
Warrants liability	15,645	$ 25,143
Non-U.S. government and agency securities
Other assets:
Convertible notes receivable	24,317
Corporate debt securities
Other assets:
Convertible notes receivable	171,321
Commercial paper
Other assets:
Convertible notes receivable	147,877
U.S. government and agency securities
Other assets:
Convertible notes receivable	185,075
Fair Value, Recurring
Cash equivalents:
Cash equivalents, fair value	44,142		43,116
Short-term investments:
Short-term investments	264,931
Long-term investments:
Long-term investments	263,659
Other assets:
Convertible notes receivable	1,107
Total assets measured at fair value	573,839		43,116
Financial Liabilities:
Contingent earn-out liability	377,576
Total liabilities measured at fair value	416,550
Fair Value, Recurring \| Public warrants liability
Financial Liabilities:
Warrants liability	15,645
Fair Value, Recurring \| Private warrants liability
Financial Liabilities:
Warrants liability	23,329
Fair Value, Recurring \| Non-U.S. government and agency securities
Short-term investments:
Short-term investments	24,317
Fair Value, Recurring \| Corporate debt securities
Short-term investments:
Short-term investments	92,737
Long-term investments:
Long-term investments	78,584
Fair Value, Recurring \| Commercial paper
Short-term investments:
Short-term investments	147,877
Fair Value, Recurring \| U.S. government and agency securities
Long-term investments:
Long-term investments	185,075
Fair Value, Recurring \| Convertible notes receivable
Other assets:
Convertible notes receivable	1,107
Fair Value, Recurring \| Money market funds
Cash equivalents:
Cash equivalents, fair value	44,142		43,116
Level 1 \| Fair Value, Recurring
Cash equivalents:
Cash equivalents, fair value	44,142		43,116
Short-term investments:
Short-term investments	0
Long-term investments:
Long-term investments	185,075
Other assets:
Convertible notes receivable	0
Total assets measured at fair value	229,217		43,116
Financial Liabilities:
Contingent earn-out liability	0
Total liabilities measured at fair value	15,645
Level 1 \| Fair Value, Recurring \| Public warrants liability
Financial Liabilities:
Warrants liability	15,645
Level 1 \| Fair Value, Recurring \| Private warrants liability
Financial Liabilities:
Warrants liability	0
Level 1 \| Fair Value, Recurring \| Non-U.S. government and agency securities
Short-term investments:
Short-term investments	0
Level 1 \| Fair Value, Recurring \| Corporate debt securities
Short-term investments:
Short-term investments	0
Long-term investments:
Long-term investments	0
Level 1 \| Fair Value, Recurring \| Commercial paper
Short-term investments:
Short-term investments	0
Level 1 \| Fair Value, Recurring \| U.S. government and agency securities
Long-term investments:
Long-term investments	185,075
Level 1 \| Fair Value, Recurring \| Convertible notes receivable
Other assets:
Convertible notes receivable	0
Level 1 \| Fair Value, Recurring \| Money market funds
Cash equivalents:
Cash equivalents, fair value	44,142		43,116
Level 2 \| Fair Value, Recurring
Cash equivalents:
Cash equivalents, fair value	0		0
Short-term investments:
Short-term investments	264,931
Long-term investments:
Long-term investments	78,584
Other assets:
Convertible notes receivable	0
Total assets measured at fair value	343,515		0
Financial Liabilities:
Contingent earn-out liability
Total liabilities measured at fair value	23,329
Level 2 \| Fair Value, Recurring \| Public warrants liability
Financial Liabilities:
Warrants liability	0
Level 2 \| Fair Value, Recurring \| Private warrants liability
Financial Liabilities:
Warrants liability	23,329
Level 2 \| Fair Value, Recurring \| Non-U.S. government and agency securities
Short-term investments:
Short-term investments	24,317
Level 2 \| Fair Value, Recurring \| Corporate debt securities
Short-term investments:
Short-term investments	92,737
Long-term investments:
Long-term investments	78,584
Level 2 \| Fair Value, Recurring \| Commercial paper
Short-term investments:
Short-term investments	147,877
Level 2 \| Fair Value, Recurring \| U.S. government and agency securities
Long-term investments:
Long-term investments	0
Level 2 \| Fair Value, Recurring \| Convertible notes receivable
Other assets:
Convertible notes receivable	0
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
Long-term investments:
Long-term investments	0
Other assets:
Convertible notes receivable	1,107
Total assets measured at fair value	1,107		0
Financial Liabilities:
Contingent earn-out liability	377,576
Total liabilities measured at fair value	377,576
Level 3 \| Fair Value, Recurring \| Public warrants liability
Financial Liabilities:
Warrants liability	0
Level 3 \| Fair Value, Recurring \| Private warrants liability
Financial Liabilities:
Warrants liability	0
Level 3 \| Fair Value, Recurring \| Non-U.S. government and agency securities
Short-term investments:
Short-term investments	0
Level 3 \| Fair Value, Recurring \| Corporate debt securities
Short-term investments:
Short-term investments	0
Long-term investments:
Long-term investments	0
Level 3 \| Fair Value, Recurring \| Commercial paper
Short-term investments:
Short-term investments	0
Level 3 \| Fair Value, Recurring \| U.S. government and agency securities
Long-term investments:
Long-term investments	0
Level 3 \| Fair Value, Recurring \| Convertible notes receivable
Other assets:
Convertible notes receivable	1,107
Level 3 \| Fair Value, Recurring \| Money market funds
Cash equivalents:
Cash equivalents, fair value	$ 0		$ 0

Fair Value Measurements - Amortized Cost, Unrealized Gains and Losses, and FV of AFS Debt Securities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Investments:
Total available-for-sale investments	$ 531,184,000	$ 0
Available-for-sale investments, unrealized gains	107,000
Available-for-sale investments, unrealized losses	(1,594,000)
Available-for-sale, fair value	529,697,000
U.S. government and agency securities
Investments:
Total available-for-sale investments	186,113,000
Available-for-sale investments, unrealized gains	0
Available-for-sale investments, unrealized losses	(1,038,000)
Available-for-sale, fair value	185,075,000
Non-U.S. government and agency securities
Investments:
Total available-for-sale investments	24,385,000
Available-for-sale investments, unrealized gains	0
Available-for-sale investments, unrealized losses	(68,000)
Available-for-sale, fair value	24,317,000
Corporate debt securities
Investments:
Total available-for-sale investments	171,772,000
Available-for-sale investments, unrealized gains	0
Available-for-sale investments, unrealized losses	(451,000)
Available-for-sale, fair value	171,321,000
Commercial paper
Investments:
Total available-for-sale investments	147,914,000
Available-for-sale investments, unrealized gains	0
Available-for-sale investments, unrealized losses	(37,000)
Available-for-sale, fair value	147,877,000
Convertible notes receivable
Investments:
Total available-for-sale investments	1,000,000
Available-for-sale investments, unrealized gains	107,000
Available-for-sale investments, unrealized losses	0
Available-for-sale, fair value	$ 1,107,000

Fair Value Measurements - Narrative (Details)	Dec. 31, 2021 USD ($)	Jan. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other-than-temporary impairments	$ 0
Measurement Input, Probability of Repayment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes receivable, measurement input	0.70
Measurement Input, Probability of Conversion
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes receivable, measurement input	0.30
Measurement Input, Discount Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes receivable, measurement input	0.162
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term investments		$ 1,000,000
Convertible notes receivable, interest rate (percent)		0.050

Fair Value Measurements - Amortized Cost and Fair Value by Maturity (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Amortized cost, due within one year	$ 265,216,000
Amortized cost, due between one and three years	265,968,000
Total available-for-sale investments	531,184,000	$ 0
Fair value, due within one year	264,931,000
Fair value, due between one and three years	264,766,000
Total available-for-sale investments	$ 529,697,000

Debt - Narrative (Details)												1 Months Ended		3 Months Ended		12 Months Ended
Debt - Narrative (Details)	Oct. 12, 2020 USD ($)	Apr. 17, 2020 USD ($)	Feb. 20, 2020 USD ($) payment loanFacility	Sep. 27, 2019 USD ($)	Sep. 16, 2019 USD ($) payment	Apr. 20, 2018 USD ($) payment	Nov. 03, 2017 USD ($) payment	Oct. 26, 2017 USD ($)	May 22, 2017 USD ($)	Sep. 23, 2016 USD ($) payment	May 20, 2015 USD ($)	Jul. 31, 2021 USD ($)	Apr. 30, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Apr. 28, 2020 USD ($)	Apr. 27, 2020 USD ($)
Debt Instrument [Line Items]
Proceeds from debt, net																$ 0	$ 6,221,000
Amortization of debt discount																135,000	223,000
Principal amount															$ 4,502,000		4,502,000
Loss on extinguishment of debt																210,000	955,000
2019 Term Loan and Line of Credit
Debt Instrument [Line Items]
Amortization of debt discount																200,000	300,000
Term Loan \| 2015 Term Loan
Debt Instrument [Line Items]
Term loan, maximum amount											$ 4,000,000
Proceeds from debt, net										$ 4,000,000
Number of equal installment payments \| payment										36,000,000
Term Loan \| 2015 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]
Term loan, maximum amount								$ 1,500,000
Proceeds from debt, net							$ 1,500,000
Number of equal installment payments \| payment							36,000,000
Stated interest rate (percent)								5.25%
Debt repaid in full					$ 1,000,000
Term Loan \| 2017 Term Loan \| Prime Rate
Debt Instrument [Line Items]
Basis spread on floating rate (percent)								1.00%
Term Loan \| 2019 Term Loan
Debt Instrument [Line Items]
Term loan, maximum amount					3,000,000
Proceeds from debt, net					$ 3,000,000
Number of equal installment payments \| payment					36,000,000	36
Stated interest rate (percent)					5.25%													5.25%
Repayment of term loan																2,400,000	600,000
Term Loan \| 2019 Term Loan \| Prime Rate
Debt Instrument [Line Items]
Basis spread on floating rate (percent)					1.00%
Term Loan \| 2018 Agreement
Debt Instrument [Line Items]
Term loan, maximum amount						$ 10,000,000
Stated interest rate (percent)						11.50%
Principal amount															5,100,000		5,100,000
Repayment of term loan																5,600,000	3,200,000
Number of monthly scheduled installment payments \| payment						48
Payment of final payment fee												$ 500,000
Final payment due at maturity or prepayment date												100,000
Period of interest-only payments						12 months
Interest expense																300,000	800,000
Loss on extinguishment of debt																100,000
Term Loan \| 2020 Term Loan
Debt Instrument [Line Items]
Term loan, maximum amount			$ 2,000,000
Number of equal installment payments \| payment			24,000,000
Stated interest rate (percent)			4.75%
Repayment of term loan																2,000,000
Interest expense																$ 200,000	100,000
Loss on extinguishment of debt														$ (100,000)
Number of term loan facilities \| loanFacility			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
Proceeds from debt, net		$ 1,000,000
Debt maturity period			36 months
Term Loan \| 2020 Term Loan - Facility B
Debt Instrument [Line Items]
Term loan, maximum amount			$ 1,000,000
Proceeds from debt, net	$ 1,000,000
Debt maturity period			30 months
Line of Credit \| 2015 Account Financing \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity											$ 1,000,000
Line of Credit \| 2015 Amended and Restated Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity									$ 2,000,000
Line of Credit \| 2015 Amended and Restated Agreement \| Prime Rate \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on floating rate (percent)									0.50%
Line of Credit \| 2017 Second Amended and Restated Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity					$ 3,000,000														$ 3,000,000
Stated interest rate (percent)					5.25%
Proceeds from line of credit				$ 3,000,000
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
Debt Instrument [Line Items]
Principal amount															3,000,000		$ 3,000,000
Line of Credit \| 2020 Amendment \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity																		$ 5,000,000
Stated interest rate (percent)																		5.25%
Debt repaid in full												$ 3,000,000
Notes Payable to Banks \| Paycheck Protection Program CARES Act
Debt Instrument [Line Items]
Interest expense															$ 100,000
Debt maturity period													2 years
Notes payable													$ 4,300,000
Fixed annual interest rate (percent)													1.00%

Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt		$ 13,067
Less: unamortized debt discount		(350)
Total debt, net of debt discount		12,717
Current portion of long-term debt	$ 0	(8,215)
Long-term debt		4,502
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Total debt		3,000
Term Loan \| 2019 Term Loan
Debt Instrument [Line Items]
Total debt		2,417
Term Loan \| 2018 Term Loan
Debt Instrument [Line Items]
Total debt		5,650
Long-term debt		5,100
Term Loan \| 2020 Term Loan
Debt Instrument [Line Items]
Total debt		$ 2,000

Commitment and Contingencies - Narrative (Details)		12 Months Ended
Commitment and Contingencies - Narrative (Details)	May 11, 2020 d	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Rent expense		$ 1,800,000	$ 2,500,000
Number of patents allegedly infringed \| d	4
Estimated litigation liability		$ 0	$ 0

Commitment and Contingencies - Future Minimum Operating Lease Payments and Purchase Obligations (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating Leases
2022	$ 1,312
2023	1,339
2024	1,306
2025	207
Thereafter	0
Total	4,164
Purchase Obligations
2022	11,505
2023	308
2024	175
2025	0
Thereafter	0
Total	11,988
Total Lease and Purchase Obligations
2021	12,817
2022	1,647
2023	1,481
2024	207
Thereafter	0
Total	$ 16,152

Convertible Notes - Additional Information (Details)	1 Months Ended	3 Months Ended		12 Months Ended
Convertible Notes - Additional Information (Details)	Apr. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Series D redeemable convertible preferred stock
Debt Instrument [Line Items]
Conversion of convertible debt plus interest into Series D redeemable convertible preferred stock (in dollars per share) \| $ / shares	$ 1.8163
Redeemable convertible preferred, issued (in shares) \| shares		21,708,519
Redeemable convertible preferred issued (in dollars per share) \| $ / shares		$ 2.0181
Proceeds from issuance of redeemable convertible preferred stock		$ 43,800,000
Conversion of debt, shares issued (in shares) \| shares	4,728,975
Aggregate proceeds from convertible preferred stock financing and converted notes	$ 52,400,000
2020 Notes
Debt Instrument [Line Items]
Conversion of debt to redeemable convertible preferred stock, trigger amount			$ 10,000,000
Conversion of debt to redeemable convertible preferred stock, discount rate (percent)				0.150	0.100
2020 Notes \| Series D redeemable convertible preferred stock
Debt Instrument [Line Items]
Conversion of convertible debt plus interest into Series D redeemable convertible preferred stock (in dollars per share) \| $ / shares			$ 2.0181
2020 Notes \| Convertible Notes
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes			$ 8,500,000
Stated interest rate (percent)			5.00%
Unpaid accrued interest	8,600,000
Fair value of embedded derivative	$ 900,000		$ 1,000,000
Interest expense				$ 0	$ 100,000

Redeemable Convertible Preferred Stock - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 22, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Conversion of Legacy Matterport preferred shares		$ 164,461	$ 0
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

Redeemable Convertible Preferred Stock (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2020

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

Dec. 31, 2019

USD ($)

Class of Stock [Line Items]

Shares Authorized (in shares)

125,405,000

30,000,000

Shares Issued (in shares)

124,979,000

Shares Outstanding (in shares)

^[1]

124,979,000

98,542,000

Carrying Value | $

$ 164,168

$ 0

$ 110,978

Aggregate Liquidation Preference | $

$ 166,131

$ 0

Redeemable convertible preferred stock, all series

Class of Stock [Line Items]

Shares Authorized (in shares)

125,405,000

Shares of Common Stock if converted (in shares)

126,409,000

Series Seed redeemable

Class of Stock [Line Items]

Original Issuance Price (in dollars per share) | $ / shares

$ 0.3507

Shares Authorized (in shares)

24,861,000

Shares Issued (in shares)

24,861,000

Shares Outstanding (in shares)

24,861,000

Shares of Common Stock if converted (in shares)

24,861,000

Carrying Value | $

$ 7,350

Aggregate Liquidation Preference | $

$ 8,720

Dividend Rate (percent)

0.080

Series A-1 redeemable

Class of Stock [Line Items]

Original Issuance Price (in dollars per share) | $ / shares

$ 0.4261

Shares Authorized (in shares)

7,570,000

Shares Issued (in shares)

7,570,000

Shares Outstanding (in shares)

7,570,000

Shares of Common Stock if converted (in shares)

7,570,000

Carrying Value | $

$ 3,165

Aggregate Liquidation Preference | $

$ 3,226

Dividend Rate (percent)

0.080

Series B redeemable

Class of Stock [Line Items]

Original Issuance Price (in dollars per share) | $ / shares

$ 0.8194

Shares Authorized (in shares)

19,527,000

Shares Issued (in shares)

19,527,000

Shares Outstanding (in shares)

19,527,000

Shares of Common Stock if converted (in shares)

20,957,000

Carrying Value | $

$ 15,905

Aggregate Liquidation Preference | $

$ 16,000

Dividend Rate (percent)

0.080

Series C redeemable

Class of Stock [Line Items]

Original Issuance Price (in dollars per share) | $ / shares

$ 1.7194

Shares Authorized (in shares)

30,730,000

Shares Issued (in shares)

30,727,000

Shares Outstanding (in shares)

30,727,000

Shares of Common Stock if converted (in shares)

30,727,000

Carrying Value | $

$ 52,696

Aggregate Liquidation Preference | $

$ 52,832

Dividend Rate (percent)

0.080

Series D redeemable

Class of Stock [Line Items]

Original Issuance Price (in dollars per share) | $ / shares

$ 2.0181

Shares Authorized (in shares)

42,717,000

Shares Issued (in shares)

42,294,000

Shares Outstanding (in shares)

42,294,000

Shares of Common Stock if converted (in shares)

42,294,000

Carrying Value | $

$ 85,052

Aggregate Liquidation Preference | $

$ 85,353

Dividend Rate (percent)

0.080

[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.

Stockholders' Equity - Narrative (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Jul. 22, 2021

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

lender

$ / shares

Dec. 31, 2021

USD ($)

lender

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Jul. 21, 2021

$ / shares

Dec. 31, 2019

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

Redemption of common stock

$ 0

$ 438

Transaction costs paid

36,300

10,013

Additional paid in capital, reduction of proceeds

35,700

Transaction costs

$ 600

$ 565

$ 0

Common stock, authorized (in shares) | shares

640,000,000

230,680,000

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

250,173,000

38,981,000

Warrants, contractual life

5 years

Unamortized debt discount

$ 350

Amortization of debt discount

$ 135

$ 223

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

38,981,000

32,132,000

Number of lenders | lender

Warrants, contractual life

10 years

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

1,000,000

Warrants

Class of Stock [Line Items]

Unamortized debt discount

$ 200

Amortization of debt discount

$ 200

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.

Stockholders' Equity - Shares Reserved for Future Issuance (Details) shares in Thousands	Dec. 31, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved	105,365
Common stock reserved for Earn-out
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved	23,460
Warrants to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved	4,260
Common stock options outstanding and unvested RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved	66,971
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	7,259
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	3,415

Stockholders' Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ (120,700)	$ (109,629)
Net unrealized gain	(1,674)	99
Ending balance	268,163	(120,700)
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	135	36
Ending balance	(1,539)	135
Foreign Currency Translation, Net of Tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	135	36
Net unrealized gain	(187)	99
Ending balance	(52)	135
Unrealized Losses on Available-for-Sale Debt Securities, Net of Tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	0	0
Net unrealized gain	(1,487)	0
Ending balance	$ (1,487)	$ 0

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Public and Private Warrants (Details)		5 Months Ended	12 Months Ended
Public and Private Warrants (Details)	Jul. 21, 2021 d $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2021 $ / shares shares	Jan. 14, 2022 $ / shares	Jul. 22, 2021 shares
Class of Warrant or Right [Line Items]
Warrants issued (in shares)		4,260,000	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
Warrants, contractual life	5 years
Days between end of trading-day period and notice of redemption to warrant holders			3 days
Warrant Activity [Abstract]
Warrants Exercised (in shares)		(7,090,000)
Outstanding as of December 31, 2021		4,260,000	4,260,000
Public warrants liability
Class of Warrant or Right [Line Items]
Warrants issued (in shares)		2,552,000	2,552,000		6,900,000
Redemption price per warrant (in dollars per share) \| $ / shares	$ 0.01
Prior written notice of redemption, period	30 days
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
Warrant Activity [Abstract]
Warrants Exercised (in shares)		(4,348,000)
Outstanding as of December 31, 2021		2,552,000	2,552,000
Warrants, fair value (in dollars per share) \| $ / shares		$ 9.14	$ 9.14
Public warrants liability \| Subsequent Event
Class of Warrant or Right [Line Items]
Redemption price per warrant (in dollars per share) \| $ / shares				$ 0.01
Warrant, exercise price (in dollars per share) \| $ / shares				$ 11.50
Private warrants liability
Class of Warrant or Right [Line Items]
Warrants issued (in shares)		1,708,000	1,708,000		4,450,000
Private placement warrant vesting period	30 days
Warrant Activity [Abstract]
Warrants Exercised (in shares)		(2,742,000)
Outstanding as of December 31, 2021		1,708,000	1,708,000
Warrants, fair value (in dollars per share) \| $ / shares		$ 9.16	$ 9.16

Public and Private Warrants - Fair Value (Details) - USD ($) $ in Thousands	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Warrant Liability [Roll Forward]
Change in fair value of warrants liabilities	$ 48,370	$ 48,370	$ 0
Warrants Exercised	(73,523)
Fair value at December 31, 2021	38,974	38,974
Public warrants liability
Warrant Liability [Roll Forward]
Fair value at Closing of the Merger		0
Change in fair value of warrants liabilities	29,431
Warrants Exercised	(45,086)
Fair value at December 31, 2021	23,329	23,329	$ 0
Private warrants liability
Warrant Liability [Roll Forward]
Change in fair value of warrants liabilities	18,939
Warrants Exercised	(28,437)
Fair value at December 31, 2021	$ 15,645	$ 15,645

Contingent Earn-out Awards - Narrative (Details) $ / shares in Units, $ in Millions	Jan. 18, 2022 shares	Jul. 22, 2021 USD ($) d tranche $ / shares shares
Reverse Recapitalization [Line Items]
Earn-out (in shares)		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 \| $		$ 294.8
Contingent earn-out liability \| $		$ 231.6
Subsequent Event
Reverse Recapitalization [Line Items]
Earn-outshares	23,460,000
Weighted Average Share Price in Excess of $13.00
Reverse Recapitalization [Line Items]
Earn-out (in shares)		3,910,000
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)		3,910,000
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)		3,910,000
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)		3,910,000
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)		3,910,000
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)		3,910,000
Earn-out period stock price trigger (in dollars per share) \| $ / shares		$ 25.50

Contingent Earn-out Awards - Valuation Assumptions (Details)	Dec. 31, 2021	Jul. 22, 2021
Current stock price
Reverse Recapitalization [Line Items]
Derivative liability, measurement input	20.64	14.47
Expected term (in years)
Reverse Recapitalization [Line Items]
Derivative liability, measurement input	5.1	5.5
Expected volatility
Reverse Recapitalization [Line Items]
Derivative liability, measurement input	0.670	0.515
Risk-free interest rate
Reverse Recapitalization [Line Items]
Derivative liability, measurement input	0.013	0.008
Expected dividend yield
Reverse Recapitalization [Line Items]
Derivative liability, measurement input	0	0

Contingent Earn-out Awards - Rollforward of Contingent Earn-out Liability (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance at December 31, 2020	$ 0
Contingent earn-out liability recognized upon the closing of the Merger	231,627
Reallocation of Earn-out Shares to earn-out liability upon forfeitures	5,495
Change in fair value of earn-out liability	140,454
Balance at December 31, 2021	$ 377,576

Stock Plan - Narrative (Details)			3 Months Ended	12 Months Ended
Stock Plan - Narrative (Details)	Jan. 18, 2022 shares	Jul. 22, 2021 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2021 USD ($) purchasePeriod shares	Dec. 31, 2020 USD ($) shares	Apr. 01, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based expense related to unvested options \| $			$ 3,700,000	$ 3,700,000
Stock-based compensation expense \| $				$ 100,605,000	$ 2,505,000
Exercisable (in shares)			29,351,000	29,351,000
Granted (in shares)				0	13,349,000
Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Earn-outshares	23,460,000
ISOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based expense, period for recognition				1 year 10 months 24 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				1 year 9 months 18 days
Stock-based compensation expense \| $		$ 6,100,000
Unrecognized stock-based expense, other than options \| $			$ 15,400,000	$ 15,400,000
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				3 years 7 months 6 days
Unrecognized stock-based expense, other than options \| $			387,900,000	$ 387,900,000
Earn-out shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based expense, other than options \| $			$ 28,000,000	$ 28,000,000
2011 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under the plan (in shares)			0	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	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)			3,400,000	3,400,000
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	181,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Assumed			2,100,000	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	7,300,000	7,300,000
Shares available for grant under the plan, as percentage of shares outstanding at closing (percent)		3.00%	15.25%	15.25%
Annual increase to shares available for grant under the plan as percentage of shares outstanding at prior year end (percent)		1.00%
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%	15.00%
Maximum number of shares per employee (in shares)				3,000
Maximum employee contribution amount \| $				$ 25,000
Number of purchase periods \| purchasePeriod				4
Purchase period				6 months
Shares purchased during the period (in shares)				0
Unrecognized stock-based expense, period for recognition				1 year 4 months 24 days
Stock-based compensation expense \| $			$ 1,800,000
Unrecognized stock-based expense, other than options \| $			$ 8,400,000	$ 8,400,000
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	36,900,000

Stock Plan - Stock Option Activities (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Shares
Balance, beginning (in shares)	49,206,000	48,762,000
Granted (in shares)	0	13,349,000
Expired or canceled (in shares)	(2,907,000)	(5,612,000)
Exercised (in shares)	(4,072,000)	(7,293,000)
Balance, ending (in shares)	42,227,000	49,206,000	48,762,000
Exercisable (in shares)	29,351,000
Weighted- Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 0.62	$ 0.50
Granted ($ per share)		0.81
Exercised (in dollars per share)	0.69	0.54
Expired or canceled (in dollars per share)	0.51	0.21
Exercisable (in dollars per share)	0.58
Ending Balance (in dollars per share)	$ 0.63	$ 0.62	$ 0.50
Options outstanding, weighted-average remaining contractual term (in years)	6 years 10 months 24 days	8 years 1 month 6 days	8 years 1 month 6 days
Options exercisable, weighted-average remaining contractual term (in years)	6 years 6 months
Options outstanding, aggregate intrinsic value	$ 844,909	$ 245,565	$ 7,698
Options exercised, aggregate intrinsic value	48,660
Options exercisable, aggregate intrinsic value	$ 588,842

Stock Plan - RSU and PRSU Activities (Details) - RSUs and PRSUs shares in Thousands	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	27,036
Vested (in shares) \| shares	(1,474)
Canceled or forfeited (in shares) \| shares	(818)
Ending balance (in shares) \| shares	24,744
Weighted-Average Grant Date Fair Value
Outstanding, beginning, weighted-average grant date fair value (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	17.47
Vested (in dollars per share) \| $ / shares	17.31
Canceled or forfeited (in dollars per share) \| $ / shares	10.54
Outstanding, ending, weighted-average grant date fair value (in dollars per share) \| $ / shares	$ 17.70

Stock Plan - Earn-out Shares Activity (Details) - Earn-out shares - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	0
Granted (in shares)	5,112
forfeited (in shares)	(412)
Ending balance (in shares)	4,700
Weighted-Average Grant Date Fair Value
Outstanding, weighted-average grant date fair value (in dollars per share)	$ 12.64	$ 0
Granted (in dollars per share)	12.63
Forfeited (in dollars per share)	$ 12.58

Stock Plan - Fair Value Assumptions, Options and Earn-out Shares (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares
Common stock options outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum (percent)	38.50%
Expected volatility, maximum (percent)	44.90%
Risk-free interest rate, minimum (percent)	0.30%
Risk-free interest rate, maximum (percent)	1.50%
Expected dividend yield (percent)	0.00%
Common stock options outstanding \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	5 years 6 months
Common stock options outstanding \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	6 years 1 month 6 days
Earn-out shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum (percent)	40.00%
Expected volatility, maximum (percent)	67.00%
Risk-free interest rate, minimum (percent)	0.80%
Risk-free interest rate, maximum (percent)	1.30%
Expected dividend yield (percent)	0.00%
Grant-date fair value per share (in dollars per share)	$ 12.63
Earn-out shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Current stock price (in dollars per share)	$ 13.93
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)	$ 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)	27.90%
Expected volatility, maximum (percent)	43.40%
Risk-free interest rate, minimum (percent)	0.10%
Risk-free interest rate, maximum (percent)	0.60%
Expected dividend yield (percent)	0.00%
Employee Stock Purchase Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	6 months
Grant-date fair value per share (in dollars per share)	$ 7.59
Employee Stock Purchase Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	2 years
Grant-date fair value per share (in dollars per share)	$ 14.36

Stock Plan - Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation, net of amounts capitalized	$ 100,605	$ 2,505
Capitalized stock-based compensation	3,632	146
Total stock-based compensation	104,237	2,651
Costs of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation, net of amounts capitalized	3,083	135
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation, net of amounts capitalized	25,691	624
Selling, general, and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation, net of amounts capitalized	$ 71,831	$ 1,746

Income Taxes - Schedule of Loss before Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ (339,094)	$ (14,294)
Foreign	817	350
Loss before provision (benefit) for income taxes	$ (338,277)	$ (13,944)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

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

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

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

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

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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-Subparagraph (SX 210.7-04(8))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Current and Deferred Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current
State	$ 22	$ 8
International	146	69
Total current tax expense	168	77
United States	0	0
International	(385)	0
Total deferred tax expense	(385)	0
Total tax expense	$ (217)	$ 77

- Definition

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

+ References + Details

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 41,555	$ 29,734
Research and development credits carryforward	6,858	5,009
Accruals	317	988
Other	348	62
Interest expense carryforward	562	566
Fixed assets	112	128
Stock-based compensation	10,580	604
Total deferred tax assets	60,332	37,091
Less: valuation allowance	(56,344)	(35,023)
Deferred tax liabilities:
Intangibles	(3,214)	(1,876)
Deferred commissions	(389)	(192)
Total deferred tax liabilities	(3,603)	(2,068)
Net deferred tax assets	$ 385	$ 0

Income Taxes - Schedule of Valuation Allowance Deferred Tax Assets (Details) - Valuation allowance for deferred tax assets - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of period	$ 35,023	$ 31,081
Additions charges to costs and expenses	21,321	3,942
Write-offs and deductions	0	0
Balance at end of period	$ 56,344	$ 35,023

Income Taxes - Net Operating Loss Credit Carryforwards (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	$ 169,400
Tax credit carryforward amount	$ 7,378
Tax credit carryforward expiration date	Dec. 31, 2032
State and Local Jurisdiction
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	$ 89,392
Operating loss carryforwards expiration date	Dec. 31, 2032
Tax credit carryforward amount	$ 5,130
Post December 31, 2017 \| Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	108,007
Pre January 1, 2018 \| Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	$ 61,397
Operating loss carryforwards expiration date	Dec. 31, 2031

Income Taxes - Effective Income Tax Rate (Details)	12 Months Ended
Income Taxes - Effective Income Tax Rate (Details)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory federal income benefit rate	21.00%	21.00%
State income tax rate	1.10%	7.00%
Change in valuation allowance	(6.30%)	(28.30%)
Research and development credits	0.30%	2.90%
Other	(4.20%)	(0.80%)
Convertible notes — nondeductible	0.00%	(1.60%)
Stock-based compensation	(0.20%)	(0.90%)
Change in fair value of contingent earn-out liability	(8.70%)	0.00%
Change in fair value of warrants liabilities	(3.00%)	0.00%
Foreign rate differential	0.10%	0.00%
Effective tax rate	0.10%	(0.60%)

Income Taxes - Narrative (Details)	12 Months Ended
Income Taxes - Narrative (Details)	Dec. 31, 2021 USD ($)
Tax Credit Carryforward [Line Items]
Operating loss carryforwards, expiring beginning 2031	$ 61,400,000
Operating loss carryforwards with indefinite life	108,000,000
Valuation allowance released in current period	0
Federal
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	169,400,000
Federal \| Pre January 1, 2018
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	61,397,000
Federal \| Post December 31, 2017
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	108,007,000
State
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	$ 89,392,000

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits — beginning	$ 3,662	$ 2,906
Gross Increases — prior-year unrecognized tax benefits	0	0
Gross Increases — current-year unrecognized tax benefits	1,341	756
Unrecognized tax benefits — ending	$ 5,003	$ 3,662

Net Loss Per Share Attributable To Common Stockholders (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 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 \| $	$ (338,060)	$ (14,021)
Net loss available to common stockholders, diluted \| $	$ (338,060)	$ (14,021)
Denominator:
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares) \| shares	131,278	32,841
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) \| shares	131,278	32,841
Net loss attributable to common stockholders, basic (in dollars per share) \| $ / shares	$ (2.58)	$ (0.43)
Net loss attributable to common stockholders, diluted (in dollars per share) \| $ / shares	$ (2.58)	$ (0.43)

Net Loss Per Share Attributable To Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents	95,397	176,696
Public and private warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents	4,260	0
Earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents	23,460	0
Redeemable convertible preferred stock, all series
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents	0	126,409
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents	0	1,081
Common stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents	42,227	49,206
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents	24,744	0
ESPP Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common stock equivalents	706	0

Related Party Disclosures (Details) - 2020 Notes - Convertible Notes $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Related Party Transaction [Line Items]
Proceeds from issuance of convertible notes	$ 8.5
Stated interest rate (percent)	5.00%
Affiliated Entity
Related Party Transaction [Line Items]
Proceeds from issuance of convertible notes	$ 8.5
Stated interest rate (percent)	5.00%
DCM VI, L.P. \| Affiliated Entity
Related Party Transaction [Line Items]
Proceeds from issuance of convertible notes	$ 400.0
Lux Co-Invest Opportunities, L.P. \| Affiliated Entity
Related Party Transaction [Line Items]
Proceeds from issuance of convertible notes	2.0
QUALCOMM Ventures LLC \| Affiliated Entity
Related Party Transaction [Line Items]
Proceeds from issuance of convertible notes	$ 1,000.0

Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
United States \| Other Postretirement Benefits Plan
Defined Contribution Plan Disclosure [Line Items]
Discretionary matching contribution		$ 0.2
United Kingdom \| Pension Plan
Defined Contribution Plan Disclosure [Line Items]
Discretionary matching contribution	$ 0.3	$ 0.2

Subsequent Events (Details) $ / shares in Units, $ in Thousands					1 Months Ended	12 Months Ended
	Feb. 01, 2022 shares	Jan. 18, 2022 event shares	Jan. 14, 2022 $ / shares shares	Jan. 05, 2022 USD ($) $ / shares	Jan. 14, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Jan. 31, 2022 $ / shares	Jul. 22, 2021 $ / shares shares	Jul. 21, 2021 $ / shares
Subsequent Event [Line Items]
Common stock, par value (in dollars per share) \| $ / shares						$ 0.0001	$ 0.0001		$ 0.0001	$ 0.001
Warrant, exercise price (in dollars per share) \| $ / shares										$ 11.50
Proceeds from exercise of warrants \| $						$ 76,607	$ 0
Unexercised and outstanding warrants (in shares)						4,260,000			11,350,000
Earn-out shares
Subsequent Event [Line Items]
Unrecognized stock-based expense, other than options \| $						$ 28,000
Public and private warrants
Subsequent Event [Line Items]
Shares issued upon exercise of warrants (in shares)						7,100,000
Proceeds from exercise of warrants \| $						$ 76,600
Subsequent Event
Subsequent Event [Line Items]
Number of earnout triggers \| event		6
Earn-outshares		23,460,000
Earn-out shares issued	21,500,000
Subsequent Event \| Enview, Inc.
Subsequent Event [Line Items]
Cash paid for acquisition \| $				$ 35,500
Lock up period expirations				180 days
Subsequent Event \| Public and private warrants
Subsequent Event [Line Items]
Shares issued upon exercise of warrants (in shares)			9,100,000		9,100,000
Warrant, exercise price (in dollars per share) \| $ / shares			$ 11.50		$ 11.50
Proceeds from exercise of warrants \| $					$ 104,500
Unexercised and outstanding warrants (in shares)			600,000		600,000
Redemption price per warrant (in dollars per share) \| $ / shares								$ 0.01
Subsequent Event \| Private warrants
Subsequent Event [Line Items]
Unexercised and outstanding warrants (in shares)			1,700,000		1,700,000
Exercised warrants outstanding (in shares)			2,800,000
Subsequent Event \| Common Class A \| Enview, Inc.
Subsequent Event [Line Items]
Equity issued in acquisition (in shares) \| $				$ 1,600
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001