0001214659-23-006878 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 08, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	1-34761
Entity Registrant Name	Atlis Motor Vehicles Inc.
Entity Central Index Key	0001722969
Entity Tax Identification Number	81-4380534
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1828 N. Higley Rd. Ste 116
Entity Address, City or Town	Mesa
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85205
City Area Code	(602)
Local Phone Number	309-5425
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	AMV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Common Class A [Member]
Entity Common Stock, Shares Outstanding		36,409,395
Common Class D [Member]
Entity Common Stock, Shares Outstanding		32,475,370

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 12,899	$ 2,701
Prepaid expenses and other assets	1,054	868
Inventory	678	98
Total current assets	14,631	3,667
Property and equipment, net	2,393	2,441
Intangible assets, net	10	10
Right-of-use assets	722	798
Security deposits	203	101
Vendor deposits	88	21
TOTAL ASSETS	18,047	7,038
Current liabilities:
Accounts payable	1,383	1,523
Accrued expenses	761	1,686
Payroll tax liabilities	71	10
Contract Liability	526	523
Current portion of finance lease liability	119	157
Current portion of lease liability	348	344
Total current liabilities	3,208	4,243
Lease liability, net of current portion	470	558
Convertible debt and warrant liability, at fair value	6,442	11,285
Total liabilities	10,120	16,086
Stockholders’ equity (deficit)
Additional paid-in capital	238,846	209,564
Accumulated deficit	(230,925)	(218,616)
Total stockholders’ equity (deficit)	7,927	(9,048)
Total liabilities and stockholders’ equity	18,047	7,038
Common Class C [Member]
Stockholders’ equity (deficit)
Common stock par value
Common Class D [Member]
Stockholders’ equity (deficit)
Common stock par value	3	3
Common Class A [Member]
Stockholders’ equity (deficit)
Common stock par value	$ 3	$ 1

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized	96,248,541
Common Class C [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	15,000	15,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class D [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	41,925,572	41,925,572
Common stock, shares issued	32,475,370	31,125,370
Common stock, shares outstanding	32,475,370	31,125,370
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	54,307,968	54,307,968
Common stock, shares issued	32,856,398	9,763,838
Common stock, shares outstanding	32,856,398	9,763,838

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue
Operating expenses:
Stock based compensation	5,963	13,955
Research and development	2,900	1,304
General and administrative	4,726	2,558
Advertising	34	1,856
Total operating expenses	13,623	19,673
Operating loss	(13,623)	(19,673)
Other income (expense):
Interest expense	(1)
Warrant expense	(983)
Other income	17	(13)
Gain on convertible debt and warrant liability	2,281
Total other income	1,314	(13)
Net Loss	$ (12,309)	$ (19,686)
Loss per share, basic	$ (0.66)	$ (2.85)
Weighted average number of common shares outstanding used in computing loss per share:	18,726,573	6,908,545

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Common Stock Class A [Member]	Common Stock Class C [Member]	Common Stock Class D [Member]	Securities Receivable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 1		$ 3		$ 151,734	$ (147,935)	$ 3,802
Beginning balance, Shares at Dec. 31, 2021	6,854,576	5,000	25,725,370
Common Stock issued for cash					3,413		3,413
Common Stock issued for cash, Shares	307,493
Series D Stock Issued
Series D Stock Issued, Shares			1,350,000
Securities Receivable				(1,361)	1,361
Stock based compensation					13,955		13,955
Options exercised to stock
Shares issued for services and rent guarantees					35		35
Shares issued for services and rent guarantees, Shares		5,000
Exercise of Stock Options
Net Loss						(19,686)	(19,686)
Ending balance, value at Mar. 31, 2022	$ 1		$ 3	(1,361)	170,497	(167,621)	1,518
Ending balance, Shares at Mar. 31, 2022	7,162,069	10,000	27,075,370
Beginning balance, value at Dec. 31, 2022	$ 1		$ 3		209,564	(218,616)	(9,048)
Beginning balance, Shares at Dec. 31, 2022	9,763,838		31,125,370
Common Stock issued for cash	$ 1				4,920		4,921
Common Stock issued for cash, Shares	8,297,059
Series D Stock Issued
Series D Stock Issued, Shares			1,350,000
Stock based compensation					5,963		5,963
Shares issued for services and rent guarantees					72		72
Shares issued for services and rent guarantees, Shares	85,934
Exercise of Series A Warrants					3,300		3,300
Series A Warrants Issued, shares	5,417,100
Exercise of Stock Options					546		546
Exercise of Stock Options, shares	77,973
Conversion of Long Term Debt	$ 1				14,481		14,482
Conversion of long term debt, shares	9,214,494
Net Loss						(12,309)	(12,309)
Ending balance, value at Mar. 31, 2023	$ 3		$ 3		$ 238,846	$ (230,925)	$ 7,927
Ending balance, Shares at Mar. 31, 2023	32,856,398		32,475,370

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (12,309)	$ (19,686)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	142	55
Employee stock based compensation	5,963	13,955
Non-employee stock compensation	72	35
Non-cash warrant expense	984
Net change in operating lease assets and liabilities	(6)	(4)
Gain on fair value of Convertible debt and Warrant liability	(2,281)
Changes in assets and liabilities:
Prepaid expenses and other current assets	(185)	(23)
Change in inventory	(580)
Accounts payable	(139)	167
Accrued expenses	(926)	312
Payroll tax liabilities	61	(51)
Contract liability	3
Security deposits	(102)
Vendor deposits	(67)	(13)
Net cash used in operating activities	(9,370)	(5,253)
Cash flows from investing activities:
Purchases of property and equipment	(94)	(174)
Payments on financing lease liability	(40)
Net cash used in investing activities	(134)	(174)
Cash flows from financing activities
Proceeds from public offering, net of offering costs	12,020	3,413
Proceeds from the issuance of convertible debt	9,000
Payments on Convertible Debt	(1,864)
Proceeds from exercised stock options	546
Net cash provided by financing activities	19,702	3,413
Net (decrease) increase in cash	10,198	(2,014)
Cash, beginning of period	2,701	3,146
Cash, end of period	12,899	1,132
Supplemental disclosure of cash flow information:
Cash paid for interest	1	1
Supplemental disclosures of non-cash activity:
Debt converted to equity	$ 14,481

Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

Organization

Atlis Motor Vehicles Inc. (the “Company,” “AMV” or “Atlis”), a Delaware corporation based in Mesa, Arizona, was incorporated in 2016. Atlis is a US-based technology company manufacturing innovative battery cells and battery packs for use in advanced energy storage systems, megawatt charging stations, and mobility products. Atlis is a pre-revenue company with a goal to design, develop and produce a range of Electronic Vehicle (“EV”) solutions and suite services and products designed to accelerate the adoption of EVs in the commercial and industrial markets. The Company designs, engineers, and plans to build proprietary AMV battery cells and packs, Megawatt (MW) charging stations, energy storage solutions to support infrastructure and a suite of software and services designed to allow an easy transition from diesel to electric for our target segment.

Basis of Presentation

The accompanying condensed consolidated financial statements (unaudited) are presented on the same basis as the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC") on March 16, 2023 (“2022 Form 10-K") pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Company has made its disclosures in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included. The results for any of the interim periods are not necessarily indicative of the results to be expected for the full year or any other period. The condensed consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and the notes thereto in the 2022 Form 10-K.

Certain prior period balances have been reclassified to conform to current period presentation. These reclassifications had no impact on total operating expenses, net loss, total assets, total liabilities or shareholder deficit.

References to amounts in the consolidated financial statement sections are in thousands, except share and per share data, unless otherwise specified.

Going Concern

The accompanying condensed consolidated financial statements (unaudited) have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

During the three month period ended March 31, 2023, the Company incurred a net loss of $12.3 million and had net cash used in operating activities of $9.4 million. As of March 31, 2023, the Company had $12.9 million in cash and an accumulated deficit of $231 million.

The Company cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. Additionally, Company cannot provide any assurance that access to capital will be readily available when needed.

These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued. Company management is addressing this risk by pursuing all available options for funding including accessing the public markets through public listing. The Company plans to continue considering all avenues available to it in order to obtain the necessary capital to be able to continue as a going concern and to execute on our business objectives including but not limited to debt financing, private placements, public offerings and equity lines of credit. The Company’s success is dependent upon achieving its strategic and financial objectives, including continuing to acquire capital through public markets.

Recent Accounting Pronouncements and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Recent Accounting Pronouncements And Summary Of Significant Accounting Policies

Recent Accounting Pronouncements and Summary of Significant Accounting Policies

Recent Accounting Pronouncements and Summary of Significant Accounting Policies

Recent Accounting Pronouncements

The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on its consolidated financial statements.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the consolidated financial statements.

Inventory

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventory

Inventory

Inventory is stated at the lower of cost or net realizable value (“LCNRV”) and consists of raw materials and work in progress. The Company primarily calculates inventory value actual cost on the first-in, first-out (“FIFO”) basis. NRV is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. The Company assesses the valuation of inventory and periodically adjusts its value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods. The following table summarizes the components of Inventory on the Condensed Consolidated Balance Sheets at March 31, 2023 (in thousands):

Schedule of inventory

March 31, 2023 December 31, 2022

Raw materials $ 98 $ 98

Work in process 580 -

Total Inventory $ 678 $ 98

Property and Equipment

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment consist of the following (in thousands):

Schedule of Property and equipment
	March 31, 2023			December 31, 2022

Leasehold improvements	$	261		$	261
Office equipment		164			114
Tools and plant equipment		2,398			2,354
Vehicles		70			70

Less—Accumulated depreciation		(500	)		(358	)
Property and equipment, net	$	2,393		$	2,441

Depreciation expense for the three months ended March 31, 2023 and March 31, 2022, was $142 thousand and $55 thousand, respectively. Property and equipment include tools and plant equipment obtained under capital lease in the amount of $232 thousand. The equipment is being depreciated over 5 years. The capital lease was entered into on July 1, 2022, and is payable over 18 months at 7% interest with monthly installments of $14 thousand. The company had an outstanding balance of $119 thousand on the capital lease at March 31, 2023.

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Deferred income taxes reflect the net tax 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 Company recorded a valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards.

At December 31, 2022, the Company had net operating loss carryforwards of approximately $16.5 million which will carryforward through 2037. The Company’s fiscal year 2022 and current year net operating loss will carry forward indefinitely.

In December 2017, the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted into law which significantly revised the Internal Revenue Code of 1986, as amended. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including a flat corporate tax rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted taxable income, limitation of the deduction for newly generated net operating losses to 80% of current year taxable income and elimination of net operating loss ("NOL") carrybacks, future taxation of certain classes of offshore earnings regardless of whether they are repatriated, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits beginning in 2018.

The Company generated an income tax benefit of $3 million for the three months ended March 31, 2023, resulting in a cumulative income tax benefit of $53 million. The Company has increased its valuation allowance accordingly as the Company's ability to generate sufficient taxable income to utilize its net operating loss carry forwards is uncertain. The Company’s deferred tax balances primarily consist of its operating loss carryforwards.

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At March 31, 2023 and 2022 the Company did not have any unrecognized uncertain tax positions or any associated interest and penalties.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 14
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Net Loss per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss per Share

Net Loss per Share

Net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, excluding shares Class D common stock as these shares do not participate in the earnings of the Company. For the three months ended March 31, 2023, and 2022, respectively, the Company’s basic and diluted net loss per share were the same because the Company generated a net loss for each period and potentially dilutive securities are excluded from diluted net loss per share as a result of their anti-dilutive impact. The Company’s basic net loss and diluted net loss per share was $0.66 and $2.85 for the three months ended March 31, 2023 and 2022, respectively.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Commitments and Contingencies

7. Commitments and Contingencies

Registration Rights

The holders of the convertible notes that were issued have registration rights that required the Company to register the sale of their debt securities held by them pursuant to a registration rights agreement, as amended, that was signed in conjunction with the convertible notes.

Legal Proceedings

The Company is not currently subject to any material legal proceedings, nor, to the Company’s knowledge, are any material legal proceedings threatened against the Company. From time to time, the Company may be a party to certain legal or regulatory proceedings in the ordinary course of business. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, management does not expect that any such future proceedings will have a material effect on the Company’s financial condition or results of operations.

Vendor Deposits

3 Months Ended

Mar. 31, 2023

Vendor Deposits

Vendor Deposits

Vendor Deposits

At March 31, 2023, the Company had total Vendor deposits of $88 thousand related to deposits on equipment. Deposits on the purchase of new equipment was $68 thousand in the first quarter of 2023.

Stock Based Compensation and Common Stock

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Stock Based Compensation and Common Stock

Stock Based Compensation and Common Stock

A summary of the Company’s outstanding stock options and restricted stock units (“RSU”) as of March 31, 2023, and changes during the year is presented below:


	Options							RSUs
	Shares			Weighted average exercise price		Weighted average contractual term (in years)		Shares		Weighted average grant date fair value
Outstanding, December 31, 2022		45,575,047		$	7.00		7		90,000	$	7.00
Granted		5,000					7
Exercised		(77,973	)		7.00
Forfeited		(25,036	)		7.00
Shares issued		-
Expired		-			-
Outstanding, March 31, 2023		45,477,038		$	7.00		7		90,000		7.00
Exercisable, March 31, 2023		35,150,269		$	7.00		7		-		-

Common Stock

The total number of shares of common stock the Company has authority to issue is 96,248,541 at $0.0001 par value per share.

Schedule of common stock by class:


	March 31, 2023		December 31, 2022

Class A		32,856,398		9,763,838
Class C		-		-
Class D		32,475,370		31,125,370
Total Shares Outstanding		65,331,768		40,889,208

Convertible Debt and Warrant Liability

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Convertible Debt and Warrant Liability

10.

Convertible Debt and Warrant Liability

On November 3, 2022, the Company issued the first tranche of the 10% Original Issue Discount Convertible Notes (“Convertible Notes”) in the aggregate principal amount of $10.0 million and warrants (“Common Stock Warrants”) to purchase up to an aggregate of 231,312 shares of Class A common stock for gross proceeds of $9.0 Million (the “First Tranche”) to various investors (the “Investors”) pursuant to a securities purchase agreement dated November 3, 2022 (the “Purchase Agreement”). These Convertible Notes have a maturity date of 24 months from the issuance date. The Convertible Notes earn interest at a rate of 10% per annum which will only accrue upon an event of default. The Convertible Notes are convertible solely into Class A common stock of the Company at a conversion price of (a) $15 per share or (b) 92.5% of the average of the three lowest daily VWAP of the Common Stock during the ten trading day period, whichever is lower. These Convertible Notes are secured by a first priority security interest in all of the assets of the Company.

On January 5, 2023, the Company entered into an amendment to the Purchase Agreement (the “Purchase Agreement Amendment”), pursuant to which the Company and each Investor agreed, among other things, to amend the terms and conditions of the second tranche of funding (“Second Tranche”) and terminate the third tranche of funding contemplated under the Purchase Agreement.

In connection with the Purchase Agreement Amendment, the Company also issued a Warrant to each Investor purchase up to an aggregate of 268,980 shares of the Company’s Class A common stock.

Concurrently with the Purchase Agreement Amendment, the Company also entered into an amendment (the “Registration Rights Agreement Amendment”) to the Registration Rights Agreement, dated as of November 3, 2022, with each Investor, pursuant to which the Company agreed to file a registration statement (a “Registration Statement”) with the SEC registering the resale of the shares of the Company’s Class A common stock issuable under the First Tranche within 20 days after the closing of the First Tranche and registering the resale of the shares of the Company’s Class A common stock issuable under the Second Tranche within two trading days after the closing of the Second Tranche, as applicable, and to cause any such Registration Statement to become effective within 60 days after filing.

On January 27, 2023, the Investors exercised their rights to purchase the allowable amounts under the Purchase Agreement Amendment and the Company issued $10.0 million of Convertible Notes and 942,034 Common Stock Warrants in the Second Tranche. The Company received net proceeds of $9 million in the transaction.

The Company elected the fair value option to account for the Convertible Notes. As such, the Company recorded the Convertible Notes at fair value and will subsequently measure them to fair value at each reporting date. Changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations. Activity as a result in changes in fair value of the Company’s convertible Notes during the three month period ended March 31, 2023 were as follows (in thousands):

Schedule of convertible debt
	Three Months Ended March 31, 2023

Balance at December 31, 2022	$	10,911
Convertible Debt issued during the period		7,330
Conversions/payoffs		(16,346	)
Unrealized Loss		2,159
Convertible Debt Liability at March 31, 2023	$	4,054

As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred.

The following table provides the fair value and contractual principal balance outstanding of the Convertible debt accounted for under the fair value option as of March 31, 2023 and December 31, 2022:

Schedule of fair value option
	March 31, 2023		December 31, 2022
Convertible Notes fair value	$	4,054	$	10,911
Convertible Notes, contractual principal outstanding		3,654		10,000
Fair value less unpaid principal balance	$	400	$	911

All Convertible Notes and Common Stock Warrants, by written agreement, provide for a beneficial ownership limitation cap of 4.99% shares of the total issued and outstanding common stock of the Company, at any given time.

Warrant Liability

In connection with the issuance of the Convertible Notes, the investors received a number of Common Stock Warrants equal to 30% of the face value of the Convertible Notes divided by the VWAP prior to the applicable closing date. The Warrants entitle the holder to purchase one share of the Company’s Class A common stock at the exercise price of a) $15 per share or (b) 92.5% of the average of the three lowest daily VWAP of the Common Stock during the ten trading day period, whichever is lower. There were 231,312 Common Stock Warrants issued upon closing of the First Tranche of the Convertible Note, 537,960 Common Stock Warrants issued upon signing the Purchase Agreement Amendment and 942,034 Common Stock Warrants issued upon closing of the Second Tranche, all of which have a five-year exercise period from the issuance date.

On February 21, 2023, the Company, consummated the offering of an aggregate of 8,334,000 Units at an effective public offering price of $1.56 per Unit, resulting in aggregate gross proceeds of approximately $13 million. Each unit consists of (i) one share of Class A common stock (or one prefunded warrant to purchase one share of Class A common stock in lieu thereof), (ii) 0.65 Series A Warrants to purchase 0.65 shares of Class A common stock and (iii) 0.75 Series B Warrants to purchase 0.75 shares of Class A common stock, each such Warrant being exercisable from time to time for one share of Class A common stock at an exercise price of $1.56. The Series A Warrants were exercised following issuance. The Series B Warrants will not be exercisable until after the date the Company effects a corporate reorganization of the Company or until after the date stockholder approval is obtained to have a sufficient number of shares of Class A common stock authorized to permit the exercise in full of the Series B Warrants, and will then expire five (5) years after the date of such corporate reorganization or stockholder approval, as applicable.

There were 5,417,100 shares of common stock issued associated with the Series A Warrants and 6,250,500 shares of common stock issued associated with the Series B Warrants upon the closing of the Offering. The Series B Warrants are recorded as a liability at fair value. Changes to the fair value of the B common stock warrants are recognized in the income statement. There were 6,250,500 Series B Warrants outstanding as of March 31, 2023. All of the Series A Warrants were exercised following issuance.

The Company recorded the all of the Warrants at fair value and subsequently remeasured unexercised Warrants to fair value at the reporting date. Changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations. The Company recognized a gain in the consolidated statements of operations in relation to these instruments for the three months ended March 31, 2023 as follows (in thousands).

Schedule of warrant liability
	March 31, 2023

Balance at December 31, 2022	$	374
Warrants issued during the period		9,754
Series A warrants exercised during the period		(3,300	)
Unrealized gain		(4,440	)
Warrant Liability at March 31, 2023	$	2,388

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

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

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Fair Value

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value

11.

Fair Value

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands).

Description: Level March 31, 2023 December 31, 2022

Liabilities:

Warrant liability 3 $ 2,388 $ 374

Convertible Notes 3 4,054 10,911

Convertible debt and warrant liability, at fair value $
6,442
$
11,285

Warrant Liability

The Common Stock Warrants and Series B Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statements of operations each period. Changes in fair value of the liability resulting from the cumulative changes in instrument- specific credit risk will be presented in accumulated other comprehensive income.

The Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The following tables provide quantitative information regarding Level 3 fair value measurements for Common Stock Warrants and Series B Warrants as of March 31, 2023 and December 31, 2022.

Common Stock Warrants

March 31, 2023 December 31, 2022

Exercise price $ 15.00 $ 15.00

Share price $ 0.58 $ 3.25

Volatility 95 % 85 %

Expected life 4.76 4.84

Risk-free rate 3.62 % 4.01 %

Dividend yield - -

Series B Warrants

March 31, 2023

Exercise price $ 1.56

Share price $ 0.58

Volatility 95 %

Expected life 4.89

Risk-free rate 3.61 %

Dividend yield -

Convertible Notes

The Company accounts for its Convertible Notes under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its Convertible Notes. Using the fair value option, the Convertible Notes, in their entirety, are required to be recorded at initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as non-cash change in the fair value of the convertible notes in the statements of operations. The fair value of the conversion feature of the Convertible Notes were valued utilizing the Monte Carlo simulation model.

The estimated fair value of the Convertible Notes was based on the following significant inputs:

March 31, 2023 December 31, 2022

Risk-free interest rate 4.20 % 4.46 %

Time to expiration (in years) 1.76 1.84

Expected volatility 95 % 85 %

Dividend yield - -

Stock price $ 0.58 $ 3.25

Face value $ 3,654,342 $ 10,000,000

Fixed conversion rate $ 15.00 $ 15.00

Roll-forward discount rate 23.19 % 5.11 %

- 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

Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

12.

Subsequent Events

Nasdaq Bid Price Deficiency Letter

On April 11, 2023, the Company received a notice from Nasdaq indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Global Market. On April 11, 2023, the Company also determined that receipt of the notice from Nasdaq constituted an event of default under its Convertible Notes. As a result, unless waived by the holders, the Convertible Notes began accruing default interest at a rate of 10% per annum and the Company is obligated to pay to the holders $3.3 million, which amount represents 100% of the sum of (x) the outstanding principal of the Convertible Notes as of April 11, 2023 and (y) accrued and unpaid interest thereon. The holders have the option to instead convert the amount due and payable under the event of default, including at an alternative conversion price as described in the Convertible Notes.

Pending Holding Company Reorganization Merger

On April 17, 2023, the Company filed a registration statement on Form S-4 indicating that the board of directors unanimously approved an agreement and plan of merger dated April 16, 2023 among the Company, Nxu, Inc. a Delaware corporation (“Nxu”), and Atlis Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Nxu, pursuant to which Atlis will merge with Atlis Merger Sub. Inc. with the Atlis surviving as a wholly-owned subsidiary of Nxu Upon completion of the merger, Nxu will replace Atlis as the publicly listed corporation and will conduct all the operations currently conducted by Atlis. On May 9, 2023, the merger was approved by the Company’s shareholders.

Nasdaq Notice of Capital Market Listing Approval

As previously disclosed in the Company’s 2022 Form 10-K, on March 13, 2023, the Company received a notice from Nasdaq stating that, based on Nasdaq’s review of the Company’s Market Value of Listed Securities (“MVLS”) for the last 38 consecutive business days, the Company no longer meets the minimum MVLS requirement of $50 million for continued listing of the Company’s Class A common stock on Nasdaq under Nasdaq Listing Rule 5450(b)(2)(A). The Company also disclosed that the Company may be eligible to transfer to The Nasdaq Capital Market before the expiry of the 180-day period. To qualify, the Company would be required to meet the continued listing requirements for The Nasdaq Capital Market.

On May 11, 2023, the Company received notice from the Nasdaq that it had been approved for listing on the Nasdaq Capital Market. The transfer will be effective at the opening of trading on or about May 15, 2023.

Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Recent Accounting Pronouncements And Summary Of Significant Accounting Policies
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on its consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the consolidated financial statements.

Inventory (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of inventory

Schedule of inventory
	March 31, 2023		December 31, 2022

Raw materials	$	98	$	98
Work in process		580		-
Total Inventory	$	678	$	98

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and equipment

Schedule of Property and equipment
	March 31, 2023			December 31, 2022

Leasehold improvements	$	261		$	261
Office equipment		164			114
Tools and plant equipment		2,398			2,354
Vehicles		70			70

Less—Accumulated depreciation		(500	)		(358	)
Property and equipment, net	$	2,393		$	2,441

Stock Based Compensation and Common Stock (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of stock options and restricted stock units Activity


	Options							RSUs
	Shares			Weighted average exercise price		Weighted average contractual term (in years)		Shares		Weighted average grant date fair value
Outstanding, December 31, 2022		45,575,047		$	7.00		7		90,000	$	7.00
Granted		5,000					7
Exercised		(77,973	)		7.00
Forfeited		(25,036	)		7.00
Shares issued		-
Expired		-			-
Outstanding, March 31, 2023		45,477,038		$	7.00		7		90,000		7.00
Exercisable, March 31, 2023		35,150,269		$	7.00		7		-		-

Schedule of breakdown of common stock by class


	March 31, 2023		December 31, 2022

Class A		32,856,398		9,763,838
Class C		-		-
Class D		32,475,370		31,125,370
Total Shares Outstanding		65,331,768		40,889,208

Convertible Debt and Warrant Liability (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of convertible debt

Schedule of convertible debt
	Three Months Ended March 31, 2023

Balance at December 31, 2022	$	10,911
Convertible Debt issued during the period		7,330
Conversions/payoffs		(16,346	)
Unrealized Loss		2,159
Convertible Debt Liability at March 31, 2023	$	4,054

Schedule of fair value option

Schedule of fair value option
	March 31, 2023		December 31, 2022
Convertible Notes fair value	$	4,054	$	10,911
Convertible Notes, contractual principal outstanding		3,654		10,000
Fair value less unpaid principal balance	$	400	$	911

Schedule of warrant liability

Schedule of warrant liability
	March 31, 2023

Balance at December 31, 2022	$	374
Warrants issued during the period		9,754
Series A warrants exercised during the period		(3,300	)
Unrealized gain		(4,440	)
Warrant Liability at March 31, 2023	$	2,388

Fair Value (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of fair value, liabilities measured on recurring basis


Description:	Level		March 31, 2023		December 31, 2022
Liabilities:
Warrant liability		3	$	2,388	$	374
Convertible Notes		3		4,054		10,911
Convertible debt and warrant liability, at fair value			$	6,442	$	11,285

Schedule of fair value measurements for common stock warrants


	March 31, 2023			December 31, 2022
Exercise price	$	15.00		$	15.00
Share price	$	0.58		$	3.25
Volatility		95	%		85	%
Expected life		4.76			4.84
Risk-free rate		3.62	%		4.01	%
Dividend yield		-			-

Series B Warrants

	March 31, 2023
Exercise price	$	1.56
Share price	$	0.58
Volatility		95	%
Expected life		4.89
Risk-free rate		3.61	%
Dividend yield		-

Schedule of fair value of the convertible notes


	March 31, 2023			December 31, 2022
Risk-free interest rate		4.20	%		4.46	%
Time to expiration (in years)		1.76			1.84
Expected volatility		95	%		85	%
Dividend yield		-			-
Stock price	$	0.58		$	3.25
Face value	$	3,654,342		$	10,000,000
Fixed conversion rate	$	15.00		$	15.00
Roll-forward discount rate		23.19	%		5.11	%

Organization and Basis of Presentation (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Loss	$ 12,300
Net cash flows used in operating activities	9,400
Cash	12,900
Accumulated deficit	$ 231,000

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 98	$ 98
Work in process	580
Total Inventory	$ 678	$ 98

Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Less - Accumulated depreciation	$ (500)	$ (358)
Property plant and equipment, net	2,393	2,441
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	261	261
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	164	114
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	2,398	2,354
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	$ 70	$ 70

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 142	$ 55
Property and equipment	232
Capital lease	$ 119

Income Taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2017	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Operating loss carry forward		$ 16,500
Operating loss carryforward expiration date		2037
Corporate tax rate			21.00%
Current income tax expenses benefit	$ 3,000
Cumulative income tax benefit	$ 53,000
Liability for Uncertainty in Income Taxes, Current				$ 0

- Definition

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

+ References + Details

Net Loss per Share (Details Narrative) - $ / shares	3 Months Ended
Net Loss per Share (Details Narrative) - $ / shares	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Earning per share basic	$ 0.66	$ 2.85

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
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-Section 65
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/exampleRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Vendor Deposits (Details Narrative) $ in Thousands	3 Months Ended
Vendor Deposits (Details Narrative) $ in Thousands	Mar. 31, 2023 USD ($)
Vendor Deposits
Vendor Deposits	$ 88
Purchase of new equipment	$ 68

Stock Based Compensation and Common Stock (Details 1)	3 Months Ended
Stock Based Compensation and Common Stock (Details 1)	Mar. 31, 2023 $ / shares shares
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning	45,575,047
Balance at beginning fair value \| $ / shares	$ 7.00
Weighted average conttractual term (in years)	7 years
Granted \| shares	5,000
Weighted average conttractual term (in years)	7 years
Exercised \| shares	(77,973)
Forfeited \| shares	(25,036)
Fair value Forfeited \| $ / shares	$ 7.00
Shares issued \| shares
Expired \| shares
Balance at ending	45,477,038
Balance at ending fair value \| $ / shares	$ 7.00
Weighted average conttractual term (in years)	7 years
Options, Exercisable, Number	35,150,269
Options, Exercisable, Weighted Average Exercise Price \| $ / shares	$ 7.00
Weighted average conttractual term (in years)	7 years
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning	90,000
Balance at beginning fair value \| $ / shares	$ 7.00
Balance at ending	90,000
Balance at ending fair value \| $ / shares	$ 7.00
Options, Exercisable, Weighted Average Exercise Price \| $ / shares

Stock Based Compensation and Common Stock (Details 2) - shares	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Total Shares Outstanding	65,331,768	40,889,208
Common Class A [Member]
Class of Stock [Line Items]
Total Shares Outstanding	32,856,398	9,763,838
Common Class C [Member]
Class of Stock [Line Items]
Total Shares Outstanding
Common Class D [Member]
Class of Stock [Line Items]
Total Shares Outstanding	32,475,370	31,125,370

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-Name Accounting Standards Codification
-Section 45
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-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
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-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
-Subparagraph (a)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock Based Compensation and Common Stock (Details Narrative)	Mar. 31, 2023 $ / shares shares
Equity [Abstract]
Common stock, shares authorized \| shares	96,248,541
Common stock, par value \| $ / shares	$ 0.0001

Convertible Debt and Warrant Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
Balance at beginning	$ 10,911
Convertible Debt issued during the period	7,330
Conversions/payoffs	(16,346)
Unrealized Gain (Loss)	2,159
Balance at end	$ 4,054

Convertible Debt and Warrant Liability (Details 1) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Convertible Notes fair value	$ 4,054	$ 10,911
Convertible Notes, contractual principal outstanding	3,654	10,000
Fair value less unpaid principal balance	$ 400	$ 911

Convertible Debt and Warrant Liability (Details 2) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
Balance at beginning	$ 374
Warrants issued during the period	9,754
Series A warrants exercised during the period	(3,300)
Unrealized Gain	(4,440)
Balance at end	$ 2,388

Convertible Debt and Warrant Liability (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Nov. 04, 2022	Feb. 21, 2023	Mar. 31, 2023	Mar. 31, 2022
Debt Instrument [Line Items]
Proceeds from convertible debt			$ 9,000
Net proceeds			9,000
Proceeds from public oppering			$ 12,020	$ 3,413
Warrant Liability [Member] \| Public Offering [Member]
Debt Instrument [Line Items]
Public offering consummated		8,334,000
Public offering price		$ 1.56
Proceeds from public oppering		$ 13,000
Common stock voting rights		Each unit consists of (i) one share of Class A common stock (or one prefunded warrant to purchase one share of Class A common stock in lieu thereof), (ii) 0.65 Series A Warrants to purchase 0.65 shares of Class A common stock and (iii) 0.75 Series B Warrants to purchase 0.75 shares of Class A common stock, each such Warrant being exercisable from time to time for one share of Class A common stock at an exercise price of $1.56.
Warrant Liability [Member] \| First Tranche [Member]
Debt Instrument [Line Items]
Warrants issued			231,312
Warrant Liability [Member] \| Second Tranche [Member]
Debt Instrument [Line Items]
Warrants issued			942,034
Warrant Liability [Member] \| Class A Ordinary Shares [Member]
Debt Instrument [Line Items]
Warrant exercise price			$ 15
Warrant Liability [Member] \| Series A Warrants [Member]
Debt Instrument [Line Items]
Warrants issued			5,417,100
Warrant Liability [Member] \| Series B Warrants [Member]
Debt Instrument [Line Items]
Warrants issued			6,250,500
Convertible Notes [Member]
Debt Instrument [Line Items]
Principal amount	$ 10,000
Proceeds from convertible debt	$ 9,000
Interest rate	10.00%
Conversion price	$ 15

Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 2,388	$ 374
Convertible Notes	4,054	10,911
Convertible debt and warrant liability, at fair value	6,442	11,285
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	2,388	374
Convertible Notes	$ 4,054	$ 10,911

Fair Value (Details 1) - $ / shares	3 Months Ended	12 Months Ended
Fair Value (Details 1) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common Stock Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 15.00	$ 15.00
Share price	$ 0.58	$ 3.25
Volatility	95.00%	85.00%
Expected life	4 years 9 months 3 days	4 years 10 months 2 days
Risk-free rate	3.62%	4.01%
Dividend yield
Series B Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 1.56
Share price	$ 0.58
Volatility	95.00%
Expected life	4 years 10 months 20 days
Risk-free rate	3.61%
Dividend yield

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value (Details 2) - USD ($)	3 Months Ended	12 Months Ended
Fair Value (Details 2) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Face value	$ 4,054,000	$ 10,911,000
Convertible Notes [Member]
Debt Instrument [Line Items]
Risk-free interest rate	4.20%	4.46%
Time to expiration (in years)	1 year 9 months 3 days	1 year 10 months 2 days
Volatility	95.00%	85.00%
Dividend yield
Stock price	$ 0.58	$ 3.25
Face value	$ 3,654,342	$ 10,000,000
Fixed conversion rate	$ 15.00	$ 15.00
Roll-forward discount rate	23.19%	5.11%

Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Thousands	Apr. 11, 2023 USD ($)
Subsequent Event [Line Items]
Interest rate	10.00%
Obligation payment	$ 3,300