0001214659-24-013896 | 10-Q | XBRL Viewer

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Organization and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Dec. 26, 2023	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reverse stock split	1-for-150 reverse stock split
Increase in stock based compensation expense		$ 20		$ 120
Net Loss			$ 13,100
Net cash flows used in operating activities			8,100
Cash			4,600
Accumulated deficit			$ 272,700

- 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

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12.

Commitments and Contingencies

Registration Rights

The holders of the Convertible Notes (as defined below) have registration rights that require 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.

Contract Losses

In December 2021, the Company entered into an agreement (the “Agreement”) with QAD, Inc. (“QAD”), a cloud-based enterprise resource software provider. Under the Agreement, QAD would facilitate implementation services and access to the cloud-based software platform for a non-cancellable, 5-year term. Subsequent to executing the Agreement, the Company determined that the software did not fit the Company’s needs and the Company and QAD (collectively, the “Parties”) were unable to successfully implement the software platform. The Parties attempted to mutually terminate the Agreement but were unsuccessful, and in May 2023, the dispute moved to arbitration to determine whether the Company owed QAD a payment for cancellation of the contract. On October 27, 2023, the Parties agreed to a settlement whereby the Company has agreed to pay a termination fee of $0.70 million to QAD over a 21-month period, upon which the Company will be released from the contract. The Company accrued the portion of the fee due within the next twelve months of $0.4 million in accounts payable and accrued liabilities, and the remaining $0.03 million within other long-term liabilities in the Company’s unaudited condensed consolidated balance sheets as of June 30, 2024.

The Company is not currently subject to any other 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.

Stock-based Compensation and Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended					3 Months Ended		6 Months Ended
	Feb. 08, 2024	Aug. 11, 2023	Dec. 27, 2023	Oct. 23, 2023	Sep. 27, 2023	Feb. 21, 2023	Sep. 27, 2022	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jan. 29, 2024	Dec. 31, 2023
Class of Stock [Line Items]
unrecognized compensation related to outstanding stock option awards and restricted stock units										$ 3,600
Weighted-average period										9 months 18 days
Stock issued for services, value									$ 34		$ 106
Rsu exchange program description										the Company granted 1,117,457 Exchange Options to employees, which were scheduled to vest in equal amounts on March 31, 2024 and June 30, 2024. The Exchange Options had an initial fair value of $0.7 million, which is equal to the fair value of the Exchanged RSUs at the Exchange Date, and as such no additional compensation cost was recorded as a result of the modification on the Exchange Date. Concurrently with the grant of the Exchange Options, the Company granted 553,236 additional stock options with a fair value of $0.3 million to employees, which were scheduled to vest in equal amounts on June 30, 2024 and September 30, 2024. Both the Exchange Options and the additional options are classified as equity awards. As of June 30, 2024, 628,776 Exchange Options and 44,343 additional stock options were vested with a fair valuing totaling approximately $0.4 million. As of June 30, 2024, a total of 972,109 Exchange Options and additional stock options were forfeited.
Proceeds from public offering											$ 4,921
Share Exchange Agreement [Member]
Class of Stock [Line Items]
Principal amount	$ 300
Interest rate	8.00%
Debt payment description	Payments on the Amended Note included an upfront principal payment of $20,000, which was due and paid upon execution of the amendment, eight payments of $20,000 in principal and interest from July 2024 to February 2025, and a lump sum payment of the remaining principal and interest of approximately $0.08 million due no later than March 27, 2025.
Public Offering [Member]
Class of Stock [Line Items]
Sale of stock		100		600		100
Public offering price		$ 45.00		$ 5.25		$ 234.00
Proceeds from public offering				$ 2,600
Public Offering [Member] \| Series A Warrants [Member]
Class of Stock [Line Items]
Public offering price						0.65
Public Offering [Member] \| Series B Warrants [Member]
Class of Stock [Line Items]
Public offering price						$ 0.75
Common Class A [Member]
Class of Stock [Line Items]
Common stock, par value			$ 0.0001							$ 0.0001		$ 0.0001	$ 0.0001
Shares converted			1,000
Conversion price, par shares			$ 3.00
Registered shares												1,000.0
Common Class B [Member]
Class of Stock [Line Items]
Common stock, par value										0.0001			0.0001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value										$ 0.0001		$ 0.0001	$ 0.0001
Vendor [Member]
Class of Stock [Line Items]
Stock issued for services								573
Stock issued for services, value								$ 100
GEM Global [Member]
Class of Stock [Line Items]
Agreement term							3 years
Sale of shares for payment of commitment fee							200
Additional number of warrants payable							2
GEM Global [Member] \| Common Class A [Member]
Class of Stock [Line Items]
Commitment fee					$ 6,000
Stock purchased agreeement description					October 2, 2023, 0.2 million shares of Class A common stock and 2 thousand common stock warrants were issued to GEM Global.

Recent Accounting Pronouncements and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

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 unaudited condensed consolidated financial statements.

Use of Estimates

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

Assets Held for Sale

The Company classifies long-lived assets, including property and equipment and right-of-use assets, and finite-lived intangible assets to be sold as held for sale in the period in which all of the required criteria under Accounting Standards Codification (“ASC”) 360, Impairment or Disposal of Long-lived Assets (“ASC 360”) are met. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying amount or fair value less any costs to sell. Fair value is determined based on discounted or undiscounted cash flows, appraised values, or management's estimates, depending upon the nature of the assets and the information available to the Company. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon determining that a long-lived asset meets the criteria to be classified as held for sale, the Company ceases depreciation and reports long-lived assets as “Assets held for sale” on the condensed consolidated balance sheets.

Impairment of Long-lived Assets

In accordance with ASC 360, the Company evaluates long-lived assets, including property and equipment and right-of-use assets, and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When such facts and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. Depending on the asset, estimated fair market value may be determined either by use of the discounted cash flow model or by reference to estimated selling values of assets in similar condition.

See Note 4 – Assets Held for Sale, Note 5 – Property and Equipment, and Note 11 – Leases for additional information on impairment losses recognized as of June 30, 2024.

Stock-based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). The Company classifies stock-based awards granted in exchange for services as either equity awards or liability awards. The classification of an award as either an equity award or a liability award is generally based upon cash settlement options. Equity awards are measured based on the fair value of the award at the grant date. Liability awards are granted at a fixed dollar amount settled in a variable number of shares and are measured at fair value at the grant date and remeasured at the end of each reporting period until fully vested. As such, the fair value of awards classified as liabilities at each reporting date approximates the fixed dollar amount at inception.

The Company generally recognizes stock-based compensation on a straight-line basis over the award’s requisite service period, which is generally the vesting period of the award, less actual forfeitures. No compensation expense is recognized for awards for which participants do not render the requisite services. For equity and liability awards earned based on performance or upon occurrence of a contingent event, when and if the awards will be earned is estimated. If an award is not considered probable of being earned, no amount of stock-based compensation is recognized. If the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. To the extent the estimate of awards considered probable of being earned changes, the amount of stock-based compensation recognized will also change.

The Company accounts for modification of stock-based compensation awards in accordance with ASC 718-20-35. Upon modification, the Company records any incremental fair value of the modified award as stock-based compensation on the date of modification for vested awards or over the remaining vesting period for unvested awards. The incremental compensation is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. In addition, the Company records any remaining unrecognized compensation cost for the original cost for the original award on the modification date over the remaining vesting period for unvested awards.

Restructuring Costs (Tables)

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of restructuring costs

Schedule of restructuring costs
	Severance			Warehouse Clean-Up			Impairment of Lease ROU Assets and Related Improvements (Note 5 and Note 11)			Impairment of held for sale assets (Note 4)			Total
General and administrative	$	799		$	21		$	-		$	-		$	820
Total operating expenses		799			21			-			-			820

Impairment of long-lived assets		-			-			(1,128	)		-			(1,128	)
Impairment of held for sale assets		-			-			-			(603	)		(603	)
Total other (loss) income, net		-			-			(1,128	)		(603	)		(1,731	)

Net loss	$	(799	)	$	(21	)	$	(1,128	)	$	(603	)	$	(2,551	)

Convertible Notes and Warrant Liability (Details 2)

6 Months Ended

Jun. 30, 2024

$ / shares

Common Stock Warrants [Member] | August 2023 [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Issue Date

Aug. 11, 2023

Exercise Price at Issuance

$ 45

^[1]

Common Stock Warrants [Member] | GEM Warrants [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Issue Date

Oct. 02, 2023

Exercise Price at Issuance

$ 26.54

Common Stock Warrants [Member] | Purchase Agreement [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Issue Date

Jan. 05, 2023

Reset Date

Jun. 05, 2023

Exercise Price at Issuance

$ 2,250

Reset Exercise Price

$ 87.38

Common Stock Warrants [Member] | First Tranche [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Issue Date

Nov. 03, 2022

Reset Date

May 03, 2023

Exercise Price at Issuance

$ 2,250

Reset Exercise Price

$ 88.65

Common Stock Warrants [Member] | Second Tranche [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Issue Date

Jan. 27, 2023

Reset Date

Jul. 30, 2023

Exercise Price at Issuance

$ 2,250

Reset Exercise Price

$ 103.68

Series A Warrants [Member] | Common Stock Warrants [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Issue Date

Feb. 21, 2023

Exercise Price at Issuance

Series B Warrants [Member] | Common Stock Warrants [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Issue Date

Feb. 21, 2023

Exercise Price at Issuance

$ 234

^[2]

[1]	Excludes pre-funded warrants, as discussed below.
[2]	Excludes 4,800 of remaining warrants authorized to exercise for no consideration, as discussed below.

Assets Held for Sale (Tables)

6 Months Ended

Jun. 30, 2024

Assets Held For Sale

Schedule of assets held for sale

Schedule of assets held for sale
	June 30, 2024

Tools and plant equipment	$	1,556
Office equipment		29
Vehicles		31
Total carrying amount of assets held for sale		1,616
Less: Carrying amount in excess of fair value (less selling costs)		(603	)
Assets held for sale, net of impairment	$	1,013

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Schedule of property and equipment
	June 30, 2024			December 31, 2023

Charging station equipment	$	1,206		$	649
Leasehold improvements		151			151
Tools and plant equipment		—			2,715
Office equipment		—			318
Software		1,059			860
Vehicles		—			70
Total property and equipment excluding construction in progress		2,416			4,763
Less: Impairment of property and equipment		(43	)		—
Less: Accumulated depreciation and amortization		(394	)		(898	)
Property and equipment excluding construction in progress, net		1,979			3,865
Charging station equipment and charging site construction in progress		99			—
Property and equipment, net	$	2,078		$	3,865

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Depreciation	$ 250	$ 160	$ 520	$ 300
Leasehold Improvements [Member]
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Impairment Charges	40		40
General and Administrative Expense [Member]
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Depreciation	230		480
Cost of Sales [Member]
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Depreciation	$ 20		$ 40

Leases (Details Narrative) - USD ($) $ in Thousands		6 Months Ended
Leases (Details Narrative) - USD ($) $ in Thousands	Jul. 03, 2024	Jun. 30, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease impairment loss		$ 550
Lease right-of-use assets impairment loss		$ 540
Equipment Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease purchase price	$ 1,700

Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

Organization

Nxu, Inc. (the “Company” or “Nxu”) is a US-based technology company focused on leveraging its intellectual property and innovations to support energy storage and charging solutions for the infrastructure needed to power an electrified future. Nxu historically focused on building megawatt (“MW”) charging stations and developing innovative battery cells and battery packs for use in advanced energy storage systems, and mobility products.

Reorganization, Merger and Incorporation of Nxu, Inc.

On May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the “Reorganization Agreement”), by and among Atlis, Nxu, Inc., a Delaware Corporation, and Atlis Merger Sub, Inc., a Delaware corporation and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Nxu (“Merger Sub”). The Reorganization Agreement provided for the merger of Atlis and Merger Sub, with Atlis surviving the merger as a wholly-owned subsidiary of Nxu (the “Reorganization Merger”). The Reorganization Agreement was approved and adopted by Atlis’s stockholders at Atlis’s Special Meeting of Stockholders, which was held on May 9, 2023. After the Reorganization Merger, Atlis was reclassified from a corporation to a limited liability company and renamed Nxu Technologies, LLC. Nxu Technologies, LLC is a wholly owned operating company and the sole subsidiary of Nxu. References to “Nxu” or the “Company” shall collectively mean Nxu, Inc. and its wholly owned subsidiary, Nxu Technologies, LLC.

The directors and executive officers of Nxu immediately following the completion of the Reorganization Merger were the same individuals who were directors and executive officers, respectively, of Atlis as of immediately prior to the Reorganization Merger.

Upon completion of the Reorganization Merger, Nxu Class A Common Stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder and for purposes of Rule 12g-3(a), Nxu is the successor issuer to Atlis.

Transactions that occurred in connection with the Reorganization Merger are considered transactions between entities under common control, and thus the financial statements for periods prior to the Reorganization Merger have been adjusted to combine the previously separate entities for presentation purpose. See more information regarding shares of common stock authorized, issued and outstanding in connection with the Reorganization Merger in Note 13 – Stock-based Compensation and Common Stock.

Evaluation of Strategic Alternatives

On May 10, 2024, Nxu announced its intention to evaluate strategic alternatives, with the Strategic Planning Committee of its Board of Directors (the “Strategic Planning Committee”) leading such evaluation with outside assistance from advisors. At the time of announcement, the Strategic Planning Committee had identified targets for a business combination intended to position the newly combined company for sustainable long-term value creation with a strengthened financial profile.

There can be no assurance that Nxu will be successful in effecting any such transactions or realizing any of the intended benefits, including obtaining a sufficient level of capital through this or other channels in the time frames needed to sustain or grow the business or on terms agreeable to it.

Basis of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and the rules of the Securities and Exchange Commission, which require us to make estimates based on assumptions about current, and for some estimates, future economic and market conditions which affect reported amounts and related disclosures in our financial statements. Although our estimates contemplate current and expected future conditions, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations, our financial position and cash flows. 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. 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.

Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The December 31, 2023 balance sheet was derived from audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 10-K").

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

Reverse Stock Split

On December 26, 2023, the Company effected a 1-for-150 reverse stock split of the shares of common stock of the Company. All historical share and per share amounts reflected throughout the financial statements have been retroactively adjusted to give effect to the reverse stock split. See Note 13 – Stock-based Compensation and Common Stock for further discussion.

Correction of Immaterial Misclassification

Management identified an immaterial error in its previously reported stock-based compensation expense in the June 30, 2023 unaudited condensed consolidated financial statements. Correction of the error resulted in an increase to stock-based compensation expense of $0.02 million for the three months ended June 30, 2023 and a $0.12 million decrease for the six months ended June 30, 2023, respectively. The restatement had no effect on stockholders’ equity as of June 30, 2023 and had no other effect to the Company's condensed consolidated financial statements.

Going Concern

The accompanying unaudited condensed consolidated financial statements 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.

The Company has incurred recurring losses from operations and has not yet achieved profitability in its charging operations. During the six-month period ended June 30, 2024, the Company incurred a net loss of $13.1 million and had net cash used in operating activities of $8.1 million. As of June 30, 2024, the Company had $4.6 million in cash and an accumulated deficit of $272.7million. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the condensed consolidated financial statement issuance date.

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

Company management is addressing this risk by pursuing all available options for funding, including further reducing expenses, selling assets and exploring strategic alternatives for its business. The Company cannot provide any assurance that it will be successful in implementing any strategic alternative, which may be subject to the satisfaction of conditions beyond the Company’s control.

Convertible Notes and Warrant Liability (Tables)

6 Months Ended

Jun. 30, 2024

Convertible Notes And Warrant Liability

Schedule of convertible debt

Schedule of convertible debt
	Six Months Ended June 30, 2024

Balance at December 31, 2023	$	10
Convertible Notes issued during the period		—
Conversions		—
Payments		—
Change in fair value measurement		—
Convertible Notes liability at June 30, 2024	$	10

Schedule of warrants outstanding

Schedule of warrants outstanding
	First Tranche		Purchase Agreement Amendment		Second Tranche		Series B		August 2023		GEM Warrants
December 31, 2023		1,543		3,587		6,281		33,605		62,223		2,270
Issued		—		—		—		—		—		—
Exercised		—		—		—		—		—		—
June 30, 2024		1,543		3,587		6,281		33,605		62,223		2,270

Schedule of warrant activity

Common Stock
Warrants

Issue Date

Reset Date

Exercise
Price at
Issuance

Reset
Exercise
Price

First Tranche

11/3/2022

5/3/2023

2,250

88.65

Purchase Agreement Amendment

1/5/2023

6/5/2023

2,250

87.38

Second Tranche

1/27/2023

7/30/2023

2,250

103.68

Series A

2/21/2023

No Reset

—

N/A

Series B

2/21/2023

No Reset

234

⁽¹⁾

N/A

August 2023

8/11/2023

No Reset

⁽²⁾

N/A

GEM Warrants

10/2/2023

No Reset

26.54

N/A

⁽¹⁾

Excludes 4,800 of remaining warrants authorized to exercise for no consideration, as discussed below.

⁽²⁾

Excludes pre-funded warrants, as discussed below.

Schedule of warrant liability

Schedule of warrant liability
	June 30, 2024

Balance at December 31, 2023	$	55
Warrants issued during the period		—
Warrants exercised during the period		—
Change in fair value measurement		(49	)
Warrant liability at June 30, 2024	$	6

Convertible Notes and Warrant Liability (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Convertible Notes And Warrant Liability
Balance at beginning	$ 10
Convertible Notes issued during the period
Conversions
Payments		$ 2,351
Change in fair value measurement
Balance at end	$ 10

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accounts payable	$ 803	$ 2,501
Accrued contract settlement, current portion	400
Accrued compensation and benefits	16	153
Other accrued liabilities	528	717
Total accounts payable and accrued liabilities	$ 1,747	$ 3,371

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 06, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	1-41509
Entity Registrant Name	Nxu, Inc.
Entity Central Index Key	0001722969
Entity Tax Identification Number	92-2819012
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1828 N. Higley Rd
Entity Address, Address Line Two	Ste 116
Entity Address, City or Town	Mesa
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85205
City Area Code	(760)
Local Phone Number	515-1133
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	NXU
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		11,934,072
Common Class B [Member]
Entity Common Stock, Shares Outstanding		267,503

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 7		$ 11
Cost of revenue	4		7
Depreciation	21		39
Total cost of revenue	25		46
Gross loss	(18)		(35)
Operating expenses:
Research and development	562	5,060	957	9,022
General and administrative	4,011	9,437	10,162	18,925
Advertising	22	146	44	180
Total operating expenses	4,595	14,643	11,163	28,127
Operating loss	(4,613)	(14,643)	(11,198)	(28,127)
Other income (expense):
Interest income (expense)	72	(39)	72	(40)
Impairment of long-lived assets	(1,128)		(1,128)
Impairment of held for sale assets	(603)		(603)
Gain (loss) on sale or disposal of property and equipment	(316)	110	(316)	110
Warrant expense				(984)
Gain (loss) on convertible debt and warrant liability	5	(177)	49	2,104
Other income	43	15	43	33
Total other (loss) income, net	(1,927)	(91)	(1,883)	1,223
Net loss	$ (6,540)	$ (14,734)	$ (13,081)	$ (26,904)
Loss per share, diluted	$ (0.55)	$ (60.61)	$ (1.37)	$ (145.98)
Loss per share, basic	$ (0.55)	$ (60.61)	$ (1.37)	$ (145.98)
Weighted average number of common shares outstanding used in computing loss per share:	11,930,986	243,103	9,548,922	184,300

Assets Held for Sale

6 Months Ended

Jun. 30, 2024

Assets Held For Sale

Assets Held for Sale

Assets Held for Sale

On June 28, 2024, the Company entered into a contract with Silicon Valley Disposition (“SVD”) to sell battery manufacturing equipment and certain other assets located in its leased warehouse space in Mesa, Arizona. Pursuant to the contract, assets identified and held for sale would be sold in an online public auction (the “Auction”) to be held on or about August 13, 2024. In connection with the contract, and in preparation for the Auction, SVD physically observed and catalogued assets in the warehouse and provided an estimate of cash proceeds generated from the future sale, less 5% sales commission.

Assets held for sale will no longer be used in the Company’s continuing operations and thus management’s projections of future cash flows related to the assets changed as of June 30, 2024. As such, and in accordance with ASC 360, the Company compared the carrying amount of the assets to their fair value, less costs to sell, and recorded an impairment loss. The Company’s management used the mid-point of SVD’s estimate of Auction sales proceeds, less sales commission, for purposes of determining the fair value of assets held for sale, less costs to sell.

The carrying amount of assets held for sale consist of the following (in thousands):

Schedule of assets held for sale
	June 30, 2024

Tools and plant equipment	$	1,556
Office equipment		29
Vehicles		31
Total carrying amount of assets held for sale		1,616
Less: Carrying amount in excess of fair value (less selling costs)		(603	)
Assets held for sale, net of impairment	$	1,013

The Company ceased recording depreciation expense related to assets held for sale as of June 30, 2024.

Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
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 unaudited condensed consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the unaudited condensed consolidated financial statements.
Assets Held for Sale	Assets Held for Sale The Company classifies long-lived assets, including property and equipment and right-of-use assets, and finite-lived intangible assets to be sold as held for sale in the period in which all of the required criteria under Accounting Standards Codification (“ASC”) 360, Impairment or Disposal of Long-lived Assets (“ASC 360”) are met. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying amount or fair value less any costs to sell. Fair value is determined based on discounted or undiscounted cash flows, appraised values, or management's estimates, depending upon the nature of the assets and the information available to the Company. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon determining that a long-lived asset meets the criteria to be classified as held for sale, the Company ceases depreciation and reports long-lived assets as “Assets held for sale” on the condensed consolidated balance sheets.
Impairment of Long-lived Assets	Impairment of Long-lived Assets In accordance with ASC 360, the Company evaluates long-lived assets, including property and equipment and right-of-use assets, and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When such facts and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. Depending on the asset, estimated fair market value may be determined either by use of the discounted cash flow model or by reference to estimated selling values of assets in similar condition. See Note 4 – Assets Held for Sale, Note 5 – Property and Equipment, and Note 11 – Leases for additional information on impairment losses recognized as of June 30, 2024.
Stock-based Compensation	Stock-based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). The Company classifies stock-based awards granted in exchange for services as either equity awards or liability awards. The classification of an award as either an equity award or a liability award is generally based upon cash settlement options. Equity awards are measured based on the fair value of the award at the grant date. Liability awards are granted at a fixed dollar amount settled in a variable number of shares and are measured at fair value at the grant date and remeasured at the end of each reporting period until fully vested. As such, the fair value of awards classified as liabilities at each reporting date approximates the fixed dollar amount at inception. The Company generally recognizes stock-based compensation on a straight-line basis over the award’s requisite service period, which is generally the vesting period of the award, less actual forfeitures. No compensation expense is recognized for awards for which participants do not render the requisite services. For equity and liability awards earned based on performance or upon occurrence of a contingent event, when and if the awards will be earned is estimated. If an award is not considered probable of being earned, no amount of stock-based compensation is recognized. If the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. To the extent the estimate of awards considered probable of being earned changes, the amount of stock-based compensation recognized will also change. The Company accounts for modification of stock-based compensation awards in accordance with ASC 718-20-35. Upon modification, the Company records any incremental fair value of the modified award as stock-based compensation on the date of modification for vested awards or over the remaining vesting period for unvested awards. The incremental compensation is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. In addition, the Company records any remaining unrecognized compensation cost for the original cost for the original award on the modification date over the remaining vesting period for unvested awards.

Stock-based Compensation and Common Stock (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of stock-based compensation

Schedule of stock-based compensation
	Three Months Ended June 30,					Six Months Ended June 30,
	2024			2023		2024			2023

Restricted stock units (classified as liabilities)	$	342		$	1,291	$	787		$	1,291
Restricted stock units (classified as equity)		(35	)		226		(22	)		279
Stock options		1,072			4,159		3,338			9,930
Total stock-based compensation		1,379			5,676		4,103			11,500
Stock-based compensation capitalized to property and equipment		—			—		(67	)		—
Stock-based compensation, net of capitalized amount	$	1,379		$	5,676	$	4,036		$	11,500

Stock-based Compensation and Common Stock (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,379	$ 5,676	$ 4,103	$ 11,500
Stock-based compensation capitalized to property and equipment			(67)
Stock-based compensation, net of capitalized amount	1,379	5,676	4,036	11,500
Restricted Stock Units Classified As Liability [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	342	1,291	787	1,291
Restricted Stock Units Classified As Equity [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	(35)	226	(22)	279
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,072	$ 4,159	$ 3,338	$ 9,930

- 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

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+ Details

Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Restructuring Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
General and administrative	$ 4,011	$ 9,437	$ 10,162	$ 18,925
Total operating expenses	4,595	14,643	11,163	28,127
Impairment of long-lived assets	1,128		1,128
Impairment of held for sale assets	603		603
Total other (loss) income, net	(1,927)	(91)	(1,883)	1,223
Net loss	$ (6,540)	$ (14,734)	(13,081)	$ (26,904)
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
General and administrative			799
Total operating expenses			799
Impairment of long-lived assets
Impairment of held for sale assets
Total other (loss) income, net
Net loss			(799)
Warehouse Clean Up [Member]
Restructuring Cost and Reserve [Line Items]
General and administrative			21
Total operating expenses			21
Impairment of long-lived assets
Impairment of held for sale assets
Total other (loss) income, net
Net loss			(21)
Impairment Of Lease R O U Assets And Related Improvements [Member]
Restructuring Cost and Reserve [Line Items]
General and administrative
Total operating expenses
Impairment of long-lived assets			(1,128)
Impairment of held for sale assets
Total other (loss) income, net			(1,128)
Net loss			(1,128)
Impairment Held For Sale Assets [Member]
Restructuring Cost and Reserve [Line Items]
General and administrative
Total operating expenses
Impairment of long-lived assets
Impairment of held for sale assets			(603)
Total other (loss) income, net			(603)
Net loss			(603)
Total [Member]
Restructuring Cost and Reserve [Line Items]
General and administrative			820
Total operating expenses			820
Impairment of long-lived assets			(1,128)
Impairment of held for sale assets			(603)
Total other (loss) income, net			(1,731)
Net loss			$ (2,551)

Revenue (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 7		$ 11
Retail Charging Services [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 7		$ 11

- Definition

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

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
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Reference 3: 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 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Tax credit receivable	$ 351	$ 372
Prepaid insurance	309	302
Prepaid rent	43	98
Deferred offering costs		102
Other prepaid expenses	284	125
Total prepaid expenses and other current assets	$ 987	$ 999

Convertible Notes and Warrant Liability (Details 3) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Convertible Notes And Warrant Liability
Balance at the beginning of the year	$ 55
Warrants issued during the period
Warrants exercised during the period
Change in fair value measurement	(49)
Warrant Liability at the end of the year	$ 6

Other Assets

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

Other Assets

As of June 30, 2024 and December 31, 2023, the entire balance of other assets consisted of security deposits.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (13,081)	$ (26,904)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	524	301
Employee stock-based compensation	4,036	11,500
Non-employee stock-based compensation		106
Non-cash warrant expense		984
Net change in operating lease assets and liabilities	15	(15)
(Gain) loss on the sale or disposal of property and equipment	395	(110)
Loss on impairment of lease right-of-use assets and related improvements	1,128
Loss on impairment of assets held for sale	603
Gain on fair value of convertible debt and warrant liability	(49)	(2,104)
Changes in assets and liabilities:
Prepaid expenses and other current assets	12	(340)
Inventory		(832)
Other assets	68	(895)
Accounts payable and accrued liabilities	(1,569)	(719)
Other current liabilities		64
Other long-term liabilities	(200)
Net cash used in operating activities	(8,118)	(18,964)
Cash flows from investing activities:
Purchases of property and equipment	(839)	(380)
Proceeds from sale of property and equipment	61	559
Capitalized patent costs	(23)
Net cash (used in) provided by investing activities	(801)	179
Cash flows from financing activities:
Proceeds from public offering, net of equity offering costs		12,020
Proceeds from ATM, net of offering costs	10,712
Proceeds from the issuance of convertible debt		9,000
Payments on convertible debt		(2,351)
Payments on financing liability	(40)	(77)
Proceeds from the exercise of stock options		547
Net cash provided by financing activities	10,672	19,139
Net decrease in cash	1,753	354
Cash, beginning of period	2,846	2,701
Cash, end of period	4,599	3,055
Supplemental disclosure of cash flow information:
Cash paid for interest		1
Cash paid for income taxes		1
Supplemental disclosure of non-cash investing and financing activities:
Debt converted to equity		16,294
Operating lease right-of-use asset obtained in exchange for operating lease liability	1,861
Stock-based compensation expense capitalized to property and equipment	$ 67

Assets Held for Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Long-Lived Assets Held-for-Sale [Line Items]
Total carrying amount of assets held for sale	$ 1,616
Less: Carrying amount in excess of fair value (less selling costs)	(603)
Assets held for sale, net of impairment	1,013
Equipment [Member]
Long-Lived Assets Held-for-Sale [Line Items]
Total carrying amount of assets held for sale	1,556
Office Equipment [Member]
Long-Lived Assets Held-for-Sale [Line Items]
Total carrying amount of assets held for sale	29
Vehicles [Member]
Long-Lived Assets Held-for-Sale [Line Items]
Total carrying amount of assets held for sale	$ 31

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of prepaid expenses and other current assets


	June 30, 2024		December 31, 2023

Tax credit receivable	$	351	$	372
Prepaid insurance		309		302
Prepaid rent		43		98
Deferred offering costs		—		102
Other prepaid expenses		284		125
Total prepaid expenses and other current assets	$	987	$	999

Restructuring Costs

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring Costs

16.

Restructuring Costs

During the second quarter of 2024, management began considering necessary actions it may take due to its limited ability to raise additional capital or generate cash flows from operations to support future operations and growth. On May 10, 2024, the Company significantly reduced its headcount across Product, Engineering, Manufacturing, and General & Administrative functions as a cost saving and cash preserving measure. Additionally, other cost saving measures were implemented, including preparing assets for sale, negotiating lease terminations and accounts payables balances, and cleaning and vacating unneeded leased space.

Severance and other benefits were provided to employees terminated in this action during the three months ended June 30, 2024, totally $0.8 million, with no future amounts accrued or expected to be paid. Additionally, costs of $0.02 million for clean-up of the leased warehouse facility in Mesa, Arizona were incurred during the three months ended June 30, 2024. These costs are included in general and administrative expenses in the condensed consolidated statements of operations.

Management also assessed long-lived fixed assets and lease ROU assets held for use for indicators of impairment and recorded resulting losses during the three months ended June 30, 2024. See Note 4 – Assets Held for Sale, Note 5 – Fixed Assets and Note 11 – Leases for information about the above actions.

The following table presents the effects of the above actions on the condensed consolidated statements operations for the three and six months ended June 30, 2024 (in thousands):

Schedule of restructuring costs
	Severance			Warehouse Clean-Up			Impairment of Lease ROU Assets and Related Improvements (Note 5 and Note 11)			Impairment of held for sale assets (Note 4)			Total
General and administrative	$	799		$	21		$	-		$	-		$	820
Total operating expenses		799			21			-			-			820

Impairment of long-lived assets		-			-			(1,128	)		-			(1,128	)
Impairment of held for sale assets		-			-			-			(603	)		(603	)
Total other (loss) income, net		-			-			(1,128	)		(603	)		(1,731	)

Net loss	$	(799	)	$	(21	)	$	(1,128	)	$	(603	)	$	(2,551	)

Stock-based Compensation and Common Stock

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Stock-based Compensation and Common Stock

13.

Stock-based Compensation and Common Stock

Stock-based Compensation

A summary of stock-based compensation expense recognized during the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):

Schedule of stock-based compensation
	Three Months Ended June 30,					Six Months Ended June 30,
	2024			2023		2024			2023

Restricted stock units (classified as liabilities)	$	342		$	1,291	$	787		$	1,291
Restricted stock units (classified as equity)		(35	)		226		(22	)		279
Stock options		1,072			4,159		3,338			9,930
Total stock-based compensation		1,379			5,676		4,103			11,500
Stock-based compensation capitalized to property and equipment		—			—		(67	)		—
Stock-based compensation, net of capitalized amount	$	1,379		$	5,676	$	4,036		$	11,500

As of June 30, 2024, the total unrecognized compensation related to outstanding stock option awards and restricted stock units (“RSUs”) was $3.6 million, which the Company expects to recognize over a weighted-average period of approximately 0.8 years. Total unrecognized stock-based compensation will be adjusted for actual forfeitures.

During the three months ending March 31, 2023, the Company issued 573 shares of its Class A common stock to a vendor for services rendered and recognized $0.1 million of expense related to this issuance.

On October 31, 2023, the Company’s Board of Directors approved an amendment to certain existing Executive grant agreements to delay the vesting of service-based liability-classified Executive RSU awards that would have vested between October and December 2023 to vest on January 31, 2024. The Board of Directors subsequently approved additional amendments in January, March and June 2024 to further delay the vesting of the same RSUs, including vests between January 2024 and December 2024, until January 2025.

In March and May 2024, the Company’s Board of Directors approved amendments to certain existing Independent Director grant agreements to delay the vesting of service-based liability-classified Director RSU awards that would have vested between March 31, 2024 and December 31, 2024 until January 31, 2025 (collectively with the amendments to Executive grants agreements, the “Amendments”).

As of the dates of the Amendments, the Company determined there was no incremental value of the awards in connection with the Amendments. Additionally, as all Executives and Directors affected by the Amendments were still providing service as of the original vest dates, the Company determined it was probable they would meet the service requirements, and their awards would vest within the initial vesting period of the awards. Therefore, the Company recognized stock-based compensation expense at the fair value of the awards through the initial vesting dates. The amended awards will remain classified in liabilities in the consolidated balance sheets of the Company until they are settled in a variable number of shares.

On February 23, 2024 (the “Exchange Date”), the Compensation Committee of the Board of Directors authorized a mandatory Exchange Program (the “RSU Exchange Program”) to provide for the cancellation and exchange of approximately $0.4 million of stock-based compensation related to unvested RSUs (“Exchanged RSUs”), previously recorded as liabilities within the unaudited condensed consolidated balance sheets, for an option to purchase shares of Class A common stock of the Company (“Exchange Option”). The Company accounts for the effects of the RSU Exchange Program as a modification of liability-classified awards in accordance with ASC 718.

Pursuant to the RSU Exchange Program, the Company granted 1,117,457 Exchange Options to employees, which were scheduled to vest in equal amounts on March 31, 2024 and June 30, 2024. The Exchange Options had an initial fair value of $0.7 million, which is equal to the fair value of the Exchanged RSUs at the Exchange Date, and as such no additional compensation cost was recorded as a result of the modification on the Exchange Date. Concurrently with the grant of the Exchange Options, the Company granted 553,236 additional stock options with a fair value of $0.3 million to employees, which were scheduled to vest in equal amounts on June 30, 2024 and September 30, 2024. Both the Exchange Options and the additional options are classified as equity awards. As of June 30, 2024, 628,776 Exchange Options and 44,343 additional stock options were vested with a fair valuing totaling approximately $0.4 million. As of June 30, 2024, a total of 972,109 Exchange Options and additional stock options were forfeited.

2023 Omnibus Incentive Plan

On May 12, 2023, the Company adopted the 2023 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to a) encourage the growth of the Company through short and long-term incentives that are consistent with the Company’s objectives; (b) give participants an incentive for excellence in individual performance; (c) promote teamwork among participants; and (d) give the Company a significant advantage in attracting and retaining key employees, directors and consultants. To accomplish such purposes, the Plan provides that the Company may grant (i) options, (ii) stock appreciation rights, (iii) restricted shares, (iv) RSUs, (v) performance-based awards (including performance-based restricted shares and RSUs), (vi) other share-based awards, (vii) other cash-based awards or (viii) any combination of the foregoing. The Plan was originally adopted in connection with the consummation of the Company’s Reorganization Merger as contemplated by that certain agreement and plan of merger, dated as of April 14, 2023, by and among the Company, Atlis, and such other parties to the agreement.

With respect to awards granted under the Plan and in accordance with the Plan, the Company’s Board of Directors (or the “Administrator”) is authorized to deliver an aggregate of 350 million shares of common stock to be reserved and available for issuance under the Plan (the “Initial Share Limit”), which includes (i) 250 million shares of common stock available for new issuances under the Plan and (ii) 100 million shares of common stock relating to a portion of outstanding stock options and RSUs assumed by the Company in connection with the Reorganization Merger; provided, that the total number of shares of common stock that will be reserved, and that may be issued, under the Plan will automatically increase on the first trading day of each calendar year, beginning with calendar year 2024, by a number of common shares equal to five percent (5%) of the total number of outstanding shares on the last day of the prior calendar year. Notwithstanding the foregoing, the Administrator may act prior to January 1 of a given year to provide that there will be no such increase in the share reserve for that year or that the increase in the share reserve for such year will be a lesser number of common shares than provided herein.

Common Stock

Organizational Structure

As described in Note 1 - Organization and Basis of Presentation, on May 12, 2023, Atlis completed its Reorganization Merger to Nxu. At the effective time of the Reorganization Merger, all of the issued and outstanding shares of Atlis’s Class A common stock, par value $0.0001 per share (“Atlis Class A Common Stock”) were converted automatically on a one-for-one basis into shares of Nxu’s Class A common stock, par value $0.0001 per share (“Nxu Class A Common Stock”) and all of the issued and outstanding shares of Atlis’s Class D common stock, par value $0.0001 per share (“Atlis Class D Common Stock” and, together with Atlis Class A Common Stock, “Atlis Common Stock”) were converted automatically on a one-for-one basis into shares of Nxu’s Class B common stock, par value $0.0001 per share (“Nxu Class B Common Stock” and, together with Nxu Class A Common Stock, “Nxu Common Stock”), and, as a result, the current stockholders of Atlis automatically became stockholders of Nxu, holding the same number and percentage of shares of Nxu Common Stock as they held of Atlis Common Stock as of immediately prior to the Reorganization Merger.

Issuance and conversion of shares of common stock pursuant to the Reorganization Merger are considered transactions between entities under common control. As a result, the unaudited condensed consolidated financial statements for periods prior to these transactions have been adjusted to combine the previously separate entities for presentation purposes.

Except as otherwise required by applicable law, and the voting rights described below, shares of Class A common stock and Class B common stock have the same rights, privileges and powers, rank equally, share ratably and be identical in all respects and as to all matters. The voting, dividend, liquidation and other rights, powers and preferences of the holders of Class A common stock and Class B common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock of any series as may be designated by the Board of Directors of the Corporation (the “Board”) upon any issuance of the preferred stock of any series.

In addition, at the effective time of the Reorganization Merger, (i) each outstanding option to purchase shares of Atlis Class A Common Stock (“Atlis Option”), whether vested or unvested, automatically converted into an option to purchase shares of Nxu Class A Common Stock (a “Nxu Option”) and (ii) each outstanding Atlis RSU (an “Atlis Restricted Share”), whether vested or unvested, automatically converted into a RSU of Nxu (a “Nxu RSU”). Each Nxu Option is subject to terms and conditions consistent with the Employee Stock Option Plan and the applicable Atlis Option award agreement as in effect immediately prior to the effective time. Each Nxu RSU is subject to terms and conditions consistent with the applicable Atlis RSU award agreement as in effect immediately prior to the effective time.

At the effective time of the Reorganization Merger, (i) each outstanding Senior Secured Original Issue 10% Discount Convertible Promissory Note (an “Atlis Note”) convertible into shares of Atlis Class A Common Stock automatically converted into a Senior Secured Original Issue 10% Discount Convertible Promissory Note convertible into shares of Nxu Class A Common Stock (a “Nxu Note”) and (ii) each outstanding warrant to purchase shares of Atlis Class A Common Stock (an “Atlis Warrant”) automatically converted into a warrant to purchase shares of Nxu Class A Common Stock (a “Nxu Warrant”). Each Nxu Note is subject to terms and conditions consistent with the applicable Atlis Note as in effect immediately prior to the effective time. Each Nxu Warrant is subject to terms and conditions consistent with the applicable Atlis Warrant as in effect immediately prior to the effective time.

In 2022, the Company began issuing Class B shares of common stock. These shares are not traded openly nor available for sale to the public. Class B shares are offered only to the (1) Chief Executive Officer and (2) President of the Company. At all meetings of stockholders and on all matters submitted to a vote of stockholders of the Corporation generally, each holder of Class A common stock, as such, shall have the right to one (1) vote per share of Class A common stock held of record by such holder and each holder of Class B common stock, as such, shall have the right to ten (10) votes per share of Class B common stock held of record by such holder. The shares of Class B common stock are not entitled to receive any dividends or any distribution upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class B shares are not convertible, are deemed to have no economic value, and upon a holder’s cessation of service to the Company, such holder shall, on the one-year anniversary of such cessation, surrender to the Company for no consideration all shares of Class B shares owned by such holder.

Common Stock Offerings

On February 21, 2023, the Company completed a public offering of 0.1 million units at a public offering price of $234.00 per unit (the “February 2023 Offering”). Each unit consists of one share of Class A common stock, Series A warrants to purchase 0.65 shares of Class A common stock (the “Series A Warrants”), and Series B warrants to purchase 0.75 shares of Class A common stock (the “Series B Warrants”). See Note 14 - Convertible Notes and Warrant Liability for more information regarding the Series A and Series B warrants. Proceeds from the offering, net of offering costs, were approximately $12.0 million.

On August 11, 2023, the Company completed a public offering of 0.1 million units at an offering price of $45.00 per unit (the “August 2023 Offering”). Each unit consists of one share of Class A common stock (or a pre-funded warrant in lieu thereof) and one common warrant, with each warrant exercisable for two shares of Class A common stock at an exercise price of $45.00 per share (the “August 2023 Warrants). See Note 14 - Convertible Notes and Warrant Liability for more information regarding the August 2023 Warrants. Proceeds from the offering, net of offering costs, were approximately $4.5 million.

On September 27, 2022, a stock purchase agreement between the Company and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited, respectively (together, “GEM Global”) became effective whereby GEM Global committed to purchase up to $300.0 million in shares of the Company’s Class A common stock for up to three 3years (the “GEM Stock Purchase Facility”). In connection with the GEM Stock Purchase Facility, GEM Global would earn a commitment fee proportionate to number of shares sold in the first year, or a $6.0 million commitment fee on September 27, 2023 if no shares were sold. As of September 27, 2023, the Company had not sold any shares under the GEM Stock Purchase Facility and, as such, registered 0.3 million Class A common shares, 0.2 million of which were immediately issuable to GEM Global for payment of the commitment fee. Additionally, in connection with the share registration, approximately 2 thousand warrants were issuable to GEM Global. On October 2, 2023, 0.2 million shares of Class A common stock and 2 thousand common stock warrants were issued to GEM Global.

On October 23, 2023, the Company completed a public offering of 0.6 million shares of its Class A common stock at an offering price of $5.25 per share. Proceeds from the offering, net of offering costs, were approximately $2.6 million.

In November 2023, the Company launched its ATM pursuant to its shelf registration on Form S-3 for sale from time to time of up to $75.0 million of Class A common stock. As of June 30, 2024, the Company has issued and sold approximately 9.1 million shares of its Class A common stock, resulting in $14.0 million of proceeds, net of commissions and offering costs.

Series A Convertible Preferred Stock

Share Exchange Agreement with Lynx Motor Corporation

On December 27, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Lynx, pursuant to which Lynx sold to the Company, and the Company purchased from Lynx, a number of newly issued shares of Lynx representing 15% of the issued and outstanding equity interests in Lynx in exchange for 1,000 newly issued shares of series A convertible preferred stock, par value $0.0001 per share, of the Company (the “Series A Convertible Preferred Stock” or “Series A Convertible Preferred Shares”). Each Series A Convertible Preferred Share is convertible into 1,000 shares of Class A common stock, par value $0.0001 per share, of the Company for a conversion price of $3.00 per share. The Share Exchange Agreement contains customary representations and warranties by the Company. As a part of the transaction, the Company designated one person to serve on the board of directors of Lynx. The Company’s investment in Lynx is presented within investment in Lynx at the fair market value of the Series A Convertible Preferred Stock on the transaction date, with the corresponding issuance of Series A Convertible Preferred Stock presented within stockholders’ equity in the unaudited condensed consolidated balance sheets.

On January 29, 2024, the Company registered 1.0 million shares of Class A common stock, par value $0.0001, pursuant to the terms of its Share Exchange Agreement with Lynx, under which Nxu sold to Lynx 1,000 shares of Series A convertible preferred stock, par value $0.0001, which are convertible into shares of Class A common stock. The Company did not sell any shares of its Class A common stock and received no proceeds from the offering. On February 8, 2024, Lynx converted all the Series A Convertible Preferred Stock into 1.0 million shares of Class A common stock.

Concurrently with the Share Exchange Agreement, Lynx issued a non-interest bearing promissory note (“Note”) in the principal amount of $0.3 million to Lynx in exchange for $0.3 million in immediately available funds from the Company. The Note was due and payable by June 2024 and is presented in notes receivable from related party in the unaudited condensed consolidated balance sheets. Effective June 28, 2024, the Company and Lynx agreed to amend the terms of the Note, which was extended to be repaid over nine months at an annual interest rate of 8% (the “Amended Note”). Payments on the Amended Note included an upfront principal payment of $20,000, which was due and paid upon execution of the amendment, eight payments of $20,000 in principal and interest from July 2024 to February 2025, and a lump sum payment of the remaining principal and interest of approximately $0.08 million due no later than March 27, 2025. As of the date of this Form 10-Q, the Company is engaged in further discussion with Lynx about the terms of the Amended Note. Ongoing discussions contemplate negotiations around the term date of the Amended Note, the monthly payment amount, and Lynx’s offer to make payment on the note in shares of Lynx, rather than in cash funds. While management of the Company is actively participating in negotiations, the Company currently intends to pursue recovery of the note in full and in cash and has not recognized an allowance for estimated losses as of June 30, 2024.

The total number of shares of all classes of capital stock which the Company has authority to issue is 5.0 billion shares, consisting of (1) 5.0 billion authorized shares of common stock, including (a) 4.0 billion authorized shares of Class A Common Stock, (b) 1.0 billion authorized shares of Class B common stock and (2) 10.0 million authorized shares of preferred stock, par value $0.0001 per share.

Property and Equipment

6 Months Ended

Jun. 30, 2024

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
	June 30, 2024			December 31, 2023

Charging station equipment	$	1,206		$	649
Leasehold improvements		151			151
Tools and plant equipment		—			2,715
Office equipment		—			318
Software		1,059			860
Vehicles		—			70
Total property and equipment excluding construction in progress		2,416			4,763
Less: Impairment of property and equipment		(43	)		—
Less: Accumulated depreciation and amortization		(394	)		(898	)
Property and equipment excluding construction in progress, net		1,979			3,865
Charging station equipment and charging site construction in progress		99			—
Property and equipment, net	$	2,078		$	3,865

Depreciation and amortization expense was $0.25 million and $0.52 million for the three and six months ended June 30, 2024, respectively of which $0.23 million and $0.48 million, respectively, was recorded to general and administrative expense, and $0.02 million and $0.04 million, respectively, was expensed to cost of revenue. Depreciation and amortization expense was $0.16 million and $0.30 million for the three and six months ended June 30, 2023, respectively, all of which was recorded to general and administrative expense.

The Company recorded impairment charges for leasehold improvements classified as property and equipment of $0.04 million for the three and six months ended June 30, 2024. See Note 11 – Leases for additional information.

Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Schedule of accounts payable and accrued liabilities


	June 30, 2024		December 31, 2023

Accounts payable	$	803	$	2,501
Accrued contract settlement, current portion		400		—
Accrued compensation and benefits		16		153
Other accrued liabilities		528		717
Total accounts payable and accrued liabilities	$	1,747	$	3,371

Net Loss per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of net loss per share

Schedule of net loss per share
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023

Numerator:
Net loss	$	(6,540	)	$	(14,734	)	$	(13,081	)	$	(26,904	)

Denominator:
Weighted-average shares of Class A common stock outstanding		11,930,986			243,103			9,548,922			184,300

Net loss per share, basic and diluted	$	(0.55	)	$	(60.61	)	$	(1.37	)	$	(145.98	)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	4,000,000,000	4,000,000,000
Common stock, shares issued	11,930,986	2,563,288
Common stock, shares outstanding	11,930,986	2,563,288
Common Class B [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	261,503	243,503
Common stock, shares outstanding	261,503	243,503
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares issued	0	1,000
Preferred stock, shares outstanding	0	1,000

Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (6,540)	$ (14,734)	$ (13,081)	$ (26,904)
Weighted-average shares of Class A common stock outstanding basic	11,930,986	243,103	9,548,922	184,300
Weighted-average shares of Class A common stock outstanding dilued	11,930,986	243,103	9,548,922	184,300
Net loss per share, basic	$ (0.55)	$ (60.61)	$ (1.37)	$ (145.98)
Net loss per share, diluted	$ (0.55)	$ (60.61)	$ (1.37)	$ (145.98)

- Definition

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

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

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 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
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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 815
-SubTopic 40
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-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-19

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 31: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
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-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-1A

+ Details

Convertible Notes and Warrant Liability (Details 1) - Warrants Outstanding [Member]	6 Months Ended
	Jun. 30, 2024 shares
August 2023 [Member]
Balance at beginning	62,223
Issued
Exercised
Balance at end	62,223
GEM Warrants [Member]
Balance at beginning	2,270
Issued
Exercised
Balance at end	2,270
Series B Warrants [Member]
Balance at beginning	33,605
Issued
Exercised
Balance at end	33,605
Purchase Agreement [Member]
Balance at beginning	3,587
Issued
Exercised
Balance at end	3,587
First Tranche [Member]
Balance at beginning	1,543
Issued
Exercised
Balance at end	1,543
Second Tranche [Member]
Balance at beginning	6,281
Issued
Exercised
Balance at end	6,281

Fair Value (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of fair value, liabilities measured on recurring basis


Description:	Level	June 30, 2024		December 31, 2023
Convertible Notes	3	$	10	$	10
Warrant liability	3		6		55
Convertible Notes and warrant liability, at fair value		$	16	$	65

Schedule of fair value option

Schedule of fair value option
	June 30, 2024		December 31, 2023
Convertible Notes fair value	$	10	$	10
Convertible Notes, contractual principal outstanding		10		10
Fair value less unpaid principal balance	$	—	$	—

Schedule of fair value of the convertible notes


	June 30, 2024
	First Tranche			Purchase Agreement Amendment			Second Tranche			Series B Warrants			August 2023			GEM Warrants

Risk-free interest rate		4.33	%		4.33	%		4.33	%		4.46	%		4.33	%		4.33	%
Time to expiration (in years)		3.34			3.51			3.51			3.64			2.11			1.16
Expected volatility		85	%		85	%		85	%		85	%		85	%		85	%
Dividend yield		—			—			—			—			—			—
Stock price	$	0.37		$	0.37		$	0.37		$	0.37		$	0.37		$	0.37
Exercise price	$	88.65		$	87.38		$	103.68		$	234.00		$	45.00		$	26.54

	December 31, 2023
	First Tranche			Purchase Agreement Amendment			Second Tranche			Series B Warrants			August 2023			GEM Warrants

Risk-free interest rate		3.84	%		3.84	%		3.84	%		3.91	%		3.84	%		3.84	%
Time to expiration (in years)		3.84			4.01			4.01			4.14			2.61			1.66
Expected volatility		90	%		90	%		90	%		125	%		85	%		90	%
Dividend yield		—			—			—			—			—			—
Stock price	$	2.30		$	2.30		$	2.30		$	2.30		$	2.30		$	2.30
Exercise price	$	88.65		$	87.38		$	103.68		$	234.00		$	45.00		$	26.54

Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment , gross	$ 2,416	$ 4,763
Less: Impairment of property and equipment	(43)
Less: accumulated depreciation and amortization	(394)	(898)
Property and equipment excluding construction in progress, net	1,979	3,865
Charging station equipment and charging site construction in progress	99
Property plant and equipment, net	2,078	3,865
Charging Station Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	1,206	649
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	151	151
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross		2,715
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross		318
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	1,059	860
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross		$ 70

Revenue

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

In 2023, the Company began recognizing revenue from the delivery of electricity to customer electric vehicles using its NxuOne™ charging station. During the three and six months ended June 30, 2024, respectively, the Company recognized $7 thousand and $11 thousand of revenue related to retail charging services.

During the three and six months ended June 30, 2024, respectively, the Company recognized no revenue from the delivery of battery systems and components.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Convertible Notes and Warrant Liability (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	6 Months Ended
	Jan. 05, 2023	Nov. 03, 2022	Jan. 27, 2023	Jun. 30, 2024	Jun. 30, 2023
Proceeds from convertible debt					$ 9,000
Common Class A [Member] \| Purchase Agreement [Member]
Warrants issued	3,587
Warrant Liability [Member] \| Class A Ordinary Shares [Member]
Warrant exercise price				$ 2,250
Warrant Liability [Member] \| Series B Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period				8,065
Warrant Liability [Member] \| Series B Warrants [Member] \| August 2023 [Member]
Warrants issued				12,865
Warrant Liability [Member] \| First Tranche [Member]
Principal amount		$ 10,000
Proceeds from convertible debt		$ 9,000
Warrant Liability [Member] \| Second Tranche [Member]
Principal amount			$ 10,000
Warrants issued			6,281
Net proceeds			$ 9,000

Convertible Notes and Warrant Liability

6 Months Ended

Jun. 30, 2024

Convertible Notes And Warrant Liability

Convertible Notes and Warrant Liability

14.

Convertible Notes and Warrant Liability

Convertible Notes

On November 3, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Investors”), pursuant to which the Company agreed to issue to the Investors Senior Secured Original Issue 10% Discount Convertible Promissory Notes (“Convertible Notes” or “Notes”) and common stock warrants to purchase a number of shares of the Company’s Class A common stock equal to 30% of the face value of the Notes divided by the volume weighted average price (“VWAP”), in three tranches.

The Convertible Notes are convertible solely into Class A common stock of the Company at a conversion price of (a) $2,250 per share (“Fixed Conversion Price”) or (b) 92.5% of the average of the three lowest daily VWAP of the common stock during the ten-trading day period (“Variable Conversion Price”), whichever is lower. The Fixed Conversion Price includes a one-time reset at the six-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the conversion price (with the Variable Conversion Price determined as if the conversion notice was delivered on the Reset Date) and 130% of the daily VWAP of the common stock for the trading day immediately prior to the Reset Date.

All Convertible Notes and related 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. Upon an event of default, the Convertible Notes earn interest at a rate of 10% per annum.

First Tranche

On November 3, 2022, the Company issued the first tranche of the Convertible Notes in the aggregate principal amount of $10.0 million and common stock warrants to purchase up to an aggregate of 1,543 shares of Class A common stock (the “First Tranche”) to the Investors pursuant to the Purchase Agreement for net proceeds of $9.0 million. These Convertible Notes have a maturity date of 24 months from the issuance date. Subsequently, upon reaching the Reset Date, the exercise price of the remaining balance was changed to $96.05 per share. 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 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 the Investors to purchase up to an aggregate of 3,587 shares of the Company’s Class A common stock (the “Purchase Agreement Amendment Tranche”).

Second Tranche

On January 27, 2023, the Investors exercised their rights to purchase the allowable amounts under the Purchase Agreement Amendment and the Company issued the second tranche of the Convertible Notes in the aggregate principal amount of $10.0 million and common stock warrants to purchase up to an aggregate of 6,281 shares of Class A common stock (the “Second Tranche”) to the Investors pursuant to the Purchase Agreement for net proceeds of $9.0 million. These Convertible Notes have a maturity date of 24 months from the issuance date. Subsequently, upon reaching the Reset Date, the exercise price of the remaining balance was changed to $112.32 per share.

The Company elected the fair value option to account for the Convertible Notes, as further discussed in Note 15 – Fair Value. As such, the Company recorded the Convertible Notes at fair value and subsequently remeasures them at fair value at each reporting date. Changes in fair value are recognized as a component of other income (expense), net in the unaudited condensed consolidated statements of operations. Activity related to the Company’s Convertible Notes during the six-month period ended June 30, 2024 were as follows (in thousands):

Schedule of convertible debt
	Six Months Ended June 30, 2024

Balance at December 31, 2023	$	10
Convertible Notes issued during the period		—
Conversions		—
Payments		—
Change in fair value measurement		—
Convertible Notes liability at June 30, 2024	$	10

Warrant Liability

As discussed in previous sections of this Form 10-Q, the Company has issued warrants in connection with various capital raises. The following tables summarizes the Company’s warrants outstanding as of June 30, 2024 and December 31, 2023:

Schedule of warrants outstanding
	First Tranche		Purchase Agreement Amendment		Second Tranche		Series B		August 2023		GEM Warrants
December 31, 2023		1,543		3,587		6,281		33,605		62,223		2,270
Issued		—		—		—		—		—		—
Exercised		—		—		—		—		—		—
June 30, 2024		1,543		3,587		6,281		33,605		62,223		2,270

Common Stock
Warrants

Issue Date

Reset Date

Exercise
Price at
Issuance

Reset
Exercise
Price

First Tranche

11/3/2022

5/3/2023

2,250

88.65

Purchase Agreement Amendment

1/5/2023

6/5/2023

2,250

87.38

Second Tranche

1/27/2023

7/30/2023

2,250

103.68

Series A

2/21/2023

No Reset

—

N/A

Series B

2/21/2023

No Reset

234

⁽¹⁾

N/A

August 2023

8/11/2023

No Reset

⁽²⁾

N/A

GEM Warrants

10/2/2023

No Reset

26.54

N/A

⁽¹⁾

Excludes 4,800 of remaining warrants authorized to exercise for no consideration, as discussed below.

⁽²⁾

Excludes pre-funded warrants, as discussed below.

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 common stock warrants entitle the holder to purchase one share of the Company’s Class A common stock at the exercise price of a) $2,250 per share (“Exercise Price”) or (b) 92.5% of the average of the three lowest daily VWAP of the common stock during the ten-trading day period (“Variable Exercise Price”), whichever is lower. The Exercise Price included a one-time reset at the six-month anniversary of the initial exercise date (the “Reset Date”) to the lower of the initial Exercise Price and 120% of the daily VWAP on the trading day prior to the Reset Date. The common stock warrants issued in First Tranche, Purchase Agreement Amendment Tranche, and Second Tranche have a five-year exercise period from their respective issuance date. Subsequently to their issuance, upon reaching the Reset Date, the Exercise Price of these warrants was changed to $88.65, $87.38, and $103.68 per share for the First Tranche, Purchase Agreement Amendment Tranche, and Second Tranche, respectively.

As discussed in Note 13 – Stock-based Compensation and Common Stock, in connection with the February 2023 Offering, the purchasing shareholders received Series A and Series B Warrants with each Class A common share issued. All Series A warrants were exercised following issuance for no consideration. The Series B Warrants were exercisable upon completion of the Reorganization Merger and will expire five years from the merger date.

As discussed in Note 13 – Stock-based Compensation and Common Stock, in connection with the August 2023 Offering, the purchasing shareholders received August 2023 Warrants with each Class A common share issued. The Company also issued pre-funded warrants (the “Pre-Funded Warrants”) which were immediately exercisable for one share of Class A common stock at an Exercise Price of $0.0001 and do not expire until exercised. The August 2023 Warrants were immediately exercisable and expire three years from the date of issuance. All of these Pre-Funded Warrants were exercised in 2023.

In connection with the August 2023 Offering, the Company amended existing Series B warrant agreements to authorize certain Investors to purchase 12,865 shares of the Company’s Class A common stock for no consideration. As of June 30, 2024, 8,065 of these Series B warrants were exercised. Series B warrants are accounted for as liabilities and the fair market value of the warrants is remeasured at the end of every reporting period. As such, the change in the valuation of the liabilities related to the Series B warrant agreements are reflected in the Company’s unaudited condensed consolidated balance sheets as of June 30, 2024.

The First Tranche, Purchase Agreement Amendment tranche, Second Tranche, Series A, Series B, and August 2023 Warrants (together, the “Common Stock Warrants”) contain a feature that precludes them from being considered indexed to the Company’s own stock and therefore are accounted for as liabilities in the Company’s unaudited condensed consolidated balance sheets. The Company records the Common Stock Warrants at fair value and subsequently remeasures unexercised warrants to fair value at the reporting date, and further discussed in Note 15 – Fair Value. Activity related to the Company’s warrants during the six-month period ended June 30, 2024 were as follows (in thousands):

Schedule of warrant liability
	June 30, 2024

Balance at December 31, 2023	$	55
Warrants issued during the period		—
Warrants exercised during the period		—
Change in fair value measurement		(49	)
Warrant liability at June 30, 2024	$	6

Fair Value

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value

15.

Fair Value

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands).


Description:	Level	June 30, 2024		December 31, 2023
Convertible Notes	3	$	10	$	10
Warrant liability	3		6		55
Convertible Notes and warrant liability, at fair value		$	16	$	65

Convertible Notes

The following table provides the fair value and contractual principal balance outstanding of the Convertible Notes accounted for under the fair value option as of June 30, 2024 and December 31, 2023:

Schedule of fair value option
	June 30, 2024		December 31, 2023
Convertible Notes fair value	$	10	$	10
Convertible Notes, contractual principal outstanding		10		10
Fair value less unpaid principal balance	$	—	$	—

As of June 30, 2024 and December 31, 2023, the Second Tranche of Convertible Notes was fully converted, and a nominal amount of the First Tranche was outstanding.

Warrant Liability

The following tables provide quantitative information regarding Level 3 fair value measurements for Common Stock Warrants as of June 30, 2024 and December 31, 2023.


	June 30, 2024
	First Tranche			Purchase Agreement Amendment			Second Tranche			Series B Warrants			August 2023			GEM Warrants

Risk-free interest rate		4.33	%		4.33	%		4.33	%		4.46	%		4.33	%		4.33	%
Time to expiration (in years)		3.34			3.51			3.51			3.64			2.11			1.16
Expected volatility		85	%		85	%		85	%		85	%		85	%		85	%
Dividend yield		—			—			—			—			—			—
Stock price	$	0.37		$	0.37		$	0.37		$	0.37		$	0.37		$	0.37
Exercise price	$	88.65		$	87.38		$	103.68		$	234.00		$	45.00		$	26.54

	December 31, 2023
	First Tranche			Purchase Agreement Amendment			Second Tranche			Series B Warrants			August 2023			GEM Warrants

Risk-free interest rate		3.84	%		3.84	%		3.84	%		3.91	%		3.84	%		3.84	%
Time to expiration (in years)		3.84			4.01			4.01			4.14			2.61			1.66
Expected volatility		90	%		90	%		90	%		125	%		85	%		90	%
Dividend yield		—			—			—			—			—			—
Stock price	$	2.30		$	2.30		$	2.30		$	2.30		$	2.30		$	2.30
Exercise price	$	88.65		$	87.38		$	103.68		$	234.00		$	45.00		$	26.54

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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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
-Topic 940
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Net Loss per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Loss per Share

10.

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 of Class B common stock as these shares do not participate in the earnings of the Company. For the three and six months ended June 30, 2024 and 2023, 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 following table presents the calculation of basic and diluted net loss per share during the three and six months ended June 30, 2024 and 2023 (dollars in thousands, except per share data):

Schedule of net loss per share
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023

Numerator:
Net loss	$	(6,540	)	$	(14,734	)	$	(13,081	)	$	(26,904	)

Denominator:
Weighted-average shares of Class A common stock outstanding		11,930,986			243,103			9,548,922			184,300

Net loss per share, basic and diluted	$	(0.55	)	$	(60.61	)	$	(1.37	)	$	(145.98	)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Common Stock Class A [Member]	Common Stock Class B [Member]	Series A Convertible Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022				$ 210,412	$ (219,460)	$ (9,048)
Beginning balance, shares at Dec. 31, 2022	65,092	207,503
Class A common stock issued for cash				4,921		4,921
Class A common stock issued for cash, shares	55,314
Class B common stock issued
Class B common stock issued, shares		18,000
Stock-based compensation				11,295		11,295
Shares issued for services				106		106
Shares issued for services, shares	973
Exercise of warrants				3,330		3,330
Exercise of warrants, shares	36,114
Exercise of stock options				547		547
Exercise of Stock Options, shares	520
Conversion of long term debt to equity				16,296		16,296
Conversion of long term debt to equity, shares	96,486
Net loss					(26,904)	(26,904)
Ending balance, value at Jun. 30, 2023				246,907	(246,364)	543
Ending balance, shares at Jun. 30, 2023	254,499	225,503
Beginning balance, value at Mar. 31, 2023				239,557	(231,630)	7,927
Beginning balance, shares at Mar. 31, 2023	219,043	216,503
Class B common stock issued
Class B common stock issued, shares		9,000
Stock-based compensation				5,501		5,501
Shares issued for services				34		34
Shares issued for services, shares	400
Conversion of long term debt to equity				1,815		1,815
Conversion of long term debt to equity, shares	35,056
Net loss					(14,734)	(14,734)
Ending balance, value at Jun. 30, 2023				246,907	(246,364)	543
Ending balance, shares at Jun. 30, 2023	254,499	225,503
Beginning balance, value at Dec. 31, 2023				266,302	(259,638)	6,664
Beginning balance, shares at Dec. 31, 2023	2,563,288	243,503	1,000
Ending balance, value at Mar. 31, 2024	$ 1			279,332	(266,179)	13,154
Ending balance, shares at Mar. 31, 2024	11,930,986	252,503
Beginning balance, value at Dec. 31, 2023				266,302	(259,638)	6,664
Beginning balance, shares at Dec. 31, 2023	2,563,288	243,503	1,000
Class A common stock issued for cash under ATM	$ 1			10,711		10,712
Class A common stock issued for cash under ATM, shares	8,153,574
Class B common stock issued
Class B common stock issued, shares		18,000
Conversion of Series A Convertible Preferred Stock
Conversion of Series A Convertible Preferred Stock, shares	1,000,000		(1,000)
Common stock issued under stock compensation plans, shares	214,124
Common stock issued under stock compensation plans
Stock-based compensation				3,357		3,357
Net loss					(13,081)	(13,081)
Ending balance, value at Jun. 30, 2024	$ 1			280,370	(272,719)	7,652
Ending balance, shares at Jun. 30, 2024	11,930,986	261,503
Beginning balance, value at Mar. 31, 2024	$ 1			279,332	(266,179)	13,154
Beginning balance, shares at Mar. 31, 2024	11,930,986	252,503
Class B common stock issued
Class B common stock issued, shares		9,000
Stock-based compensation				1,038		1,038
Net loss					(6,540)	(6,540)
Ending balance, value at Jun. 30, 2024	$ 1			$ 280,370	$ (272,719)	$ 7,652
Ending balance, shares at Jun. 30, 2024	11,930,986	261,503

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Term	5 years
Termination fee	$ 700
Legal liability payment Term	21 months
Accounts payable and accrued liabilities	$ 1,747	$ 3,371
Other long-term liabilities	33	$ 233
Accounts Payable and Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Accounts payable and accrued liabilities	400
Other Noncurrent Liabilities [Member]
Loss Contingencies [Line Items]
Other long-term liabilities	$ 30

- Definition

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

+ References + Details

Income Taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2017	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Operating loss carry forward	$ 64,300	$ 64,300
Operating loss carryforward expiration date		2037
Corporate tax rate			21.00%
Income tax benefit	1,600	$ 3,300
Cumulative income tax benefit		63,800
Unrecognized uncertain tax positions	$ 0	$ 0		$ 0

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 32
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Paragraph 1
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-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Accounts Payable and Accrued Liabilities

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following (in thousands):


	June 30, 2024		December 31, 2023

Accounts payable	$	803	$	2,501
Accrued contract settlement, current portion		400		—
Accrued compensation and benefits		16		153
Other accrued liabilities		528		717
Total accounts payable and accrued liabilities	$	1,747	$	3,371

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 4,599	$ 2,846
Prepaid expenses and other current assets	987	999
Notes receivable from related party	250	250
Total current assets	5,836	4,095
Property and equipment, net	2,078	3,865
Assets held for sale	1,013
Right-of-use assets, net	1,439	1,507
Investment in Lynx	3,000	3,000
Intangible assets, net	42	20
Other assets	704	772
Total assets	14,112	13,259
Current Liabilities:
Accounts payable and accrued liabilities	1,747	3,371
Variable share settled restricted stock units	2,080	1,334
Current portion of operating lease liability	1,874	864
Other current liabilities		40
Total current liabilities	5,701	5,609
Lease liability, net of current portion	710	688
Convertible debt and warrant liability, at fair value	16	65
Other long-term liabilities	33	233
Total liabilities	6,460	6,595
Stockholders' Equity:
Additional paid-in capital	280,370	266,302
Accumulated deficit	(272,719)	(259,638)
Total stockholders' equity	7,652	6,664
Total liabilities and stockholders' equity	14,112	13,259
Common Class A [Member]
Stockholders' Equity:
Common stock par value	1
Common Class B [Member]
Stockholders' Equity:
Common stock par value
Series A Preferred Stock [Member]
Stockholders' Equity:
Preferred stock par value

Income Taxes

6 Months Ended

Jun. 30, 2024

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 full valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards.

As of June 30, 2024, total net operating loss carryforwards totaled approximately $64.3 million. The Company’s net operating loss carryforwards consist of approximately $16.6 million related to years prior to 2022, which will carryforward through 2037, and approximately $19.9 million and $17.8 million for fiscal years 2022 and 2023, respectively, which will carry forward indefinitely. The Company’s net operating loss carryforward of $10.0 million for the first six months of fiscal year 2024 will also 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 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 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 $1.6 million and $3.3 million for the three and six months ended June 30, 2024, respectively, resulting in a cumulative income tax benefit of $63.8 million. The Company has increased its valuation allowance for this deferred tax asset 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 and stock-based compensation.

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At June 30, 2024 and 2023, the Company did not have any unrecognized uncertain tax positions or any associated interest and penalties.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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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-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Section 50
-Paragraph 14
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Topic 740
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible Notes	$ 10	$ 10
Warrant liability	6	55
Convertible debt and warrant liability, at fair value	16	65
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible Notes	10	10
Warrant liability	$ 6	$ 55

Fair Value (Details 1) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Convertible Notes fair value	$ 10	$ 10
Convertible Notes, contractual principal outstanding	10	10
Fair value less unpaid principal balance

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	June 30, 2024		December 31, 2023

Tax credit receivable	$	351	$	372
Prepaid insurance		309		302
Prepaid rent		43		98
Deferred offering costs		—		102
Other prepaid expenses		284		125
Total prepaid expenses and other current assets	$	987	$	999

Leases

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Leases

11.

Leases

Real Estate Leases

As of June 30, 2024, the Company had operating leases for office space in Tempe, Arizona and warehouse space in Mesa, Arizona, which had initial terms of two years and five years, respectively. Both lease terms expire in 2025. In June 2024, the Company listed and began to actively market both leased properties for sublease.

Right-of-use assets related to these real estate leases are not considered held for sale; however, they are no longer being fully utilized for purposes of the Company’s continuing operations. As the nature and extent of the Company’s use of these leases changed in the second quarter of 2024, management’s projections of future cash flows related to the underlying assets changed as of June 30, 2024. As such, and in accordance with ASC 360, the Company compared the carrying amount of the lease right-of-use assets to their respective estimate of future undiscounted cash flows and recorded an impairment loss totaling $0.55 million.

Equipment Lease

As of June 30, 2024, the Company had an operating lease for equipment used primarily for battery manufacturing in its leased warehouse space in Mesa, Arizona. The lease had initial terms of two years and expires in December 2025. On July 3, 2024, the Company executed an agreement to cancel its equipment lease contract and subsequently purchased all equipment held under the lease (“Equipment Purchase Agreement”) for a total purchase price of approximately $1.7 million.

Under the terms of the Equipment Purchase Agreement, title of all assets held under the equipment lease transfer to Nxu. The Company intends to sell all assets acquired pursuant to the Equipment Purchase Agreement in the Auction to be held on or about August 13, 2024. In preparation for the Auction, SVD physically observed and catalogued assets still held under the equipment lease as of June 30, 2024 and provided an estimate of cash proceeds generated from the future sale of these assets, less 5% sales commission. See Note 4 – Assets Held for Sale for additional information related to the Company’s Auction plans.

Right-of-use assets related to the equipment lease are not considered held for sale; however, they are no longer being fully utilized for purposes of the Company’s continuing operations. As the nature and extent of the Company’s use of this lease changed in the second quarter of 2024, management’s projections of future cash flows related to the underlying assets changed as of June 30, 2024. As such, and in accordance with ASC 360, the Company compared the carrying amount of the lease right-of-use assets to their fair value, less costs of sell, and recorded an impairment loss totaling $0.54 million. The Company’s management used the mid-point of SVD’s estimate of Auction sales proceeds, less sales commission, for purposes of determining the fair value of assets held for sale, less costs to sell.

Fair Value (Details 2) - Common Stock Warrants [Member]	Jun. 30, 2024	Dec. 31, 2023
Measurement Input, Risk Free Interest Rate [Member] \| August 2023 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0433	0.0384
Measurement Input, Risk Free Interest Rate [Member] \| Series B Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0446	0.0391
Measurement Input, Risk Free Interest Rate [Member] \| Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0433	0.0384
Measurement Input, Maturity [Member] \| August 2023 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Time to expiration (in years)	2 years 1 month 9 days	2 years 7 months 9 days
Measurement Input, Maturity [Member] \| Series B Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Time to expiration (in years)	3 years 7 months 20 days	4 years 1 month 20 days
Measurement Input, Maturity [Member] \| Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Time to expiration (in years)	3 years 6 months 3 days	4 years 3 days
Measurement Input, Price Volatility [Member] \| August 2023 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.85	0.85
Measurement Input, Price Volatility [Member] \| Series B Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.85	1.25
Measurement Input, Price Volatility [Member] \| Tranche Two [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.85	0.90
Measurement Input, Price Volatility [Member] \| Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.85	0.90
Measurement Input, Expected Dividend Rate [Member] \| August 2023 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input
Measurement Input, Expected Dividend Rate [Member] \| Series B Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input
Measurement Input, Expected Dividend Rate [Member] \| Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input
Measurement Input, Share Price [Member] \| August 2023 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.37	2.30
Measurement Input, Share Price [Member] \| Series B Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.37	2.30
Measurement Input, Share Price [Member] \| Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.37	2.30
Measurement Input, Exercise Price [Member] \| August 2023 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	45.00	45.00
Measurement Input, Exercise Price [Member] \| Series B Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	234.00	234.00
Measurement Input, Exercise Price [Member] \| Purchase Agreement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	87.38	87.38
Tranche One [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0433	0.0384
Tranche One [Member] \| Measurement Input, Maturity [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Time to expiration (in years)	3 years 4 months 2 days	3 years 10 months 2 days
Tranche One [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.85	0.90
Tranche One [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input
Tranche One [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.37	2.30
Tranche One [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	88.65	88.65
Tranche Two [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0433	0.0384
Tranche Two [Member] \| Measurement Input, Maturity [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Time to expiration (in years)	3 years 6 months 3 days	4 years 3 days
Tranche Two [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input
Tranche Two [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.37	2.30
Tranche Two [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	103.68	103.68
GEM Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0433	0.0384
GEM Warrants [Member] \| Measurement Input, Maturity [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Time to expiration (in years)	1 year 1 month 28 days	1 year 7 months 28 days
GEM Warrants [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.85	0.90
GEM Warrants [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input
GEM Warrants [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.37	2.30
GEM Warrants [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	26.54	26.54