0000950170-24-122269 | 10-Q | XBRL Viewer

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

The Company measures its financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:


Level 1:	Quoted market prices in active markets for identical assets or liabilities;
Level 2:	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3:	Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:


	Fair value measurement at reporting date
(in thousands)	(Level 1)		(Level 2)		(Level 3)
September 30, 2024
Assets:
Cash equivalents:
Money market accounts	$	5,280	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	3,203	$	—
U.S. agency securities	$	—	$	6,840	$	—
December 31, 2023
Assets:
Cash equivalents:
Money market accounts	$	1,646	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	19,489	$	—
U.S. agency securities	$	—	$	9,294	$	—
Liabilities:
Contingent shares liability from fSight acquisition	$	527	$	—	$	—

During the three and nine months ended September 30, 2024, there were no transfers between Level 1, Level 2 and Level 3.

The following is a summary of the changes in fair value of the Company’s marketable securities as of September 30, 2024, and December 31, 2023, respectively:


	As of September 30, 2024
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	3,206	$	1	$	(4	)	$	3,203
U.S. agency securities		6,834		6	$	—			6,840
Total	$	10,040	$	7	$	(4	)	$	10,043


	As of December 31, 2023
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	17,561	$	2	$	(52	)	$	17,511
U.S. agency securities		9,300		2	$	(7	)		9,295
Total		26,861		4		(59	)		26,806
Long-term assets
Corporate bonds		1,981		3		(7	)		1,977
Total		1,981		3		(7	)		1,977

Total available-for-sale marketable securities	$	28,842	$	7	$	(66	)	$	28,783

As of September 30, 2024, all available-for-sale marketable securities consisted of investments that mature within one year.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, and customer deposits approximate fair value due to their short-term nature. As of September 30, 2024, the fair value and carrying value of the Company’s Convertible Promissory Note (Note 9) was $40.4 million and $38.3 million, respectively. As of December 31, 2023, the fair value and carrying value of the Company’s Series 2022-1 Notes was $58.1 million and $31.6 million, respectively. The estimated fair value for the Company’s Convertible Promissory Note was based on discounted expected future cash flows using prevailing interest rates which are Level 3 inputs under the fair value hierarchy.

- 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

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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

14.

Goodwill and Intangible Assets

As of September 30, 2024, the Company had a goodwill balance of $12.2 million. The goodwill balance is related to the acquisition of fSight. Please refer to Note 4. “Acquisition of Foresight Energy, Ltd.” for further information.

The Company's intangible assets by major asset class are as follows:


	September 30, 2024
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(119	)	$	331
Customer relationships	10.0		170		(28	)		142
Developed technology	10.0		1,820		(304	)		1,516
Total intangible assets		$	2,440	$	(451	)	$	1,989


	December 31, 2023
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(65	)	$	385
Customer relationships	10.0		170		(16	)		154
Developed technology	10.0		1,820		(167	)		1,653
Total intangible assets		$	2,440	$	(248	)	$	2,192

The Company recognized amortization expense related to intangible assets of $0.1 million and $0.1 million for the three months ended September 30, 2024, and 2023, respectively. The Company recognized amortization expense related to acquired intangible assets of $0.2 million and $0.2 million for the nine months ended September 30, 2024, and 2023, respectively.

Amortization expense related to intangible assets at September 30, 2024, in each of the next five years and beyond is expected to be incurred as follows:


(in thousands)	Amount
Remainder of 2024	$	68
2025		270
2026		270
2027		262
2028		260
Thereafter		859
	$	1,989

Supplementary Balance Sheet Information - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Inventory reserve	$ 4.9		$ 4.9		$ 1.0
Inventory charges to cost of goods sold	3.4	$ 1.8	4.0	$ 1.8
Depreciation	$ 0.2	$ 0.2	$ 0.7	$ 0.6

Common Stock, Preferred Stock and Convertible Preferred Stock - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 08, 2023	May 23, 2023	Sep. 08, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Aug. 09, 2023	May 24, 2023	Jan. 25, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock issued (in Shares)				60,743,061		60,743,061		58,751,666			5,598,751
Common stock, outstanding				60,743,061		60,743,061		58,751,666
Common stock, par value				$ 0.0001		$ 0.0001		$ 0.0001
Common stock voting right						Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.
Common stock, authorized				150,000,000		150,000,000		150,000,000
Preferred stock, authorized				10,000,000		10,000,000
Preferred stock, outstanding				0		0
Convertible preferred stock, shares outstanding								0
Business acquisition shares exchange ratio				23.3335%	23.3335%	23.3335%	23.3335%
Warrant Agreement
Class of Stock [Line Items]
Warrants exercised			324,546
Payments for remaining warrants	$ 100,000		$ 3,700,000
Redemption price per share									$ 0.01
Common stock price per share									$ 18
Convertible Preferred Stock
Class of Stock [Line Items]
Warrants to purchase shares		828,733
Legacy Warrants
Class of Stock [Line Items]
Number of warrants outstanding								0				1,915,372
Warrants exercised								1,915,372
Issuance of common stock from exercise of warrants								1,491,229
Public Warrants
Class of Stock [Line Items]
Number of warrants outstanding		5,750,000
Warrants to purchase shares		1
Exercise price		$ 11.5
Public Warrants \| Private Placement
Class of Stock [Line Items]
Number of warrants outstanding		18,750
Private Warrants
Class of Stock [Line Items]
Warrants to purchase shares		1
Exercise price		$ 11.5
Series C Convertible Preferred Stock of Legacy Tigo
Class of Stock [Line Items]
Warrants to purchase shares		1,064,446
Convertible Preferred Stock Warrants
Class of Stock [Line Items]
Number of warrants outstanding								0
Roth Capital Partners, LLC.
Class of Stock [Line Items]
Common stock issued (in Shares)		118,021
Former Stockholders of ROCG
Class of Stock [Line Items]
Common stock issued (in Shares)		1,700,498
Roth CH Acquisition IV Co.
Class of Stock [Line Items]
Common stock issued (in Shares)										58,144,543
Common stock, outstanding										58,144,543
Number of warrants outstanding										5,768,750
Business acquisition shares exchange ratio		0.23334%
Legacy Tigo Energy
Class of Stock [Line Items]
Shares of Common Stock issued to holders of convertible preferred stock		47,918,992

Condensed Consolidated Statements of Convertible Preferred Stock and Changes In Stockholders' Equity (Deficit) (Parenthetical)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business acquisition shares exchange ratio	23.3335%	23.3335%	23.3335%	23.3335%

Common Stock, Preferred Stock and Convertible Preferred Stock

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Common Stock, Preferred Stock and Convertible Preferred Stock

11.

Common Stock, Preferred Stock and Convertible Preferred Stock

Common and Preferred Stock

The Company is authorized to issue 150,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

The Company is authorized to issue 10,000,000 shares of Preferred Stock. As of September 30, 2024, there was no Preferred Stock outstanding.

Common Stock Reserved for Future Issuance

Shares of Common Stock reserved for future issuance were as follows:


	As of September 30, 2024
Stock options issued and outstanding		6,056,005
Restricted stock units and performance stock units issued and outstanding		3,971,812
Shares available for potential conversion of L1 Convertible Note		5,305,861
Shares available for grant under 2023 Equity Incentive Plan		245,773
		15,579,451

Common Stock Warrants

Legacy Tigo had outstanding warrants to purchase 1,915,372 shares of Legacy Tigo common stock (“Legacy Warrants”), which (prior to the consummation of the Business Combination) represented rights to purchase Legacy Tigo common stock. During the year ended December 31, 2023, 1,915,372 Legacy Warrants were net exercised resulting in the issuance of 1,491,229 shares of Common Stock. As of December 31, 2023, there were no Legacy Warrants outstanding.

In connection with the Business Combination, the Company assumed 5,750,000 warrants originally issued as part of ROCG’s units in ROCG’s initial public offering (the “Public Warrants”) and 18,750 warrants issued to the initial stockholders of ROCG in a private placement in connection with ROCG’s initial public offering (the “Private Warrants” and, together with the Public Warrants, the “Warrants”), which, in each case, entitle the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. Except with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants. The Company has analyzed the Warrants and determined they are freestanding instruments and do not exhibit any of the characteristics in ASC 480, Distinguishing Liabilities from Equity, and therefore are not classified as liabilities under ASC 480, Distinguishing Liabilities from Equity.

Under the terms of the Warrant Agreement, the Company was entitled to redeem all of its outstanding Warrants for $0.01 per Warrant if the reported closing price of the Company’s Common Stock was at least $18.00 per share on each of twenty trading days within a 30-day trading period ending on the third trading day prior to the date on which a notice of redemption is given. This performance threshold was achieved following the market close on August 4, 2023.

On August 9, 2023, the Company announced the redemption of all of its outstanding Public Warrants and Private Warrants to purchase shares of Common Stock that were issued under the Warrant Agreement, dated as of August 5, 2021, by and among the Company and Continental Stock Transfer & Trust Company, as warrant agent, at a redemption price of $0.01 per Warrant for those Warrants that remained outstanding following 5:00 p.m. New York City time on September 8, 2023.

A total of 324,546 Warrants were exercised through September 8, 2023, resulting in proceeds, net of issuance costs, of $3.7 million. All other Warrants were redeemed on September 8, 2023.

The Company paid $0.1 million for the remaining Warrants that were not exercised as of September 8, 2023, which was recorded as a reduction to additional paid-in capital on the Company’s condensed consolidated balance sheet. As of December 31, 2023, there were no Warrants outstanding.

Convertible Preferred Stock

In connection with the Business Combination, as discussed in Note 3, the Company issued 47,918,992 shares of Common Stock to holders of convertible preferred stock of Legacy Tigo. No convertible preferred securities were outstanding as of December 31, 2023. Prior to the Business Combination, Legacy Tigo’s convertible preferred stock was classified outside of stockholders’ deficit because the shares contained deemed liquidation rights that were contingent redemption features not solely within the control of Legacy Tigo. As a result, all of Legacy Tigo’s convertible preferred stock was classified as mezzanine equity.

Convertible Preferred Stock Warrants

Warrants to purchase a total of 1,064,446 shares of Series C convertible preferred stock of Legacy Tigo were initially recognized as a liability and recorded at fair value upon issuance and were subject to remeasurement to fair value at each balance sheet date. As part of the Business Combination, Legacy Tigo convertible preferred stock was remeasured immediately before the Merger date, and was subsequently converted into Legacy Tigo common stock pursuant to the conversion rate in effect immediately prior to the consummation of the Business Combination and all related Legacy Tigo convertible preferred stock warrants were converted into warrants exercisable for shares of Common Stock with terms consistent with the Legacy Tigo convertible preferred stock warrants except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. In connection with the Business Combination, as discussed in Note 3, all outstanding Series C convertible preferred stock warrants were exercised resulting in the net issuance of 828,733 shares of convertible preferred stock which were immediately converted into Common Stock in connection with the recapitalization. As of December 31, 2023, there were no convertible preferred stock warrants outstanding.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Supplementary Balance Sheet Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands

Sep. 30, 2024

Dec. 31, 2023

Accrued Liabilities and Other Liabilities [Abstract]

Accrued vacation

$ 1,029

$ 856

Accrued compensation

1,399

2,514

Accrued interest

562

1,222

Accrued professional fees

752

409

Accrued warehouse and freight

838

1,001

Accrued other

^[1]

1,535

1,974

Other current liabilities

^[2]

705

Accrued expenses and other current liabilities

$ 6,143

$ 8,681

[1]	Accrued other as of September 30, 2024, and December 31, 2023, primarily consist of accrued expenses related to legal expense, insurance expense and sales discounts.
[2]	Other current liabilities as of December 31, 2023, primarily consist of the contingent shares’ liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.

Common Stock, Preferred Stock and Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Shares of Common Stock Reserved for Future Issuance

Shares of Common Stock reserved for future issuance were as follows:


	As of September 30, 2024
Stock options issued and outstanding		6,056,005
Restricted stock units and performance stock units issued and outstanding		3,971,812
Shares available for potential conversion of L1 Convertible Note		5,305,861
Shares available for grant under 2023 Equity Incentive Plan		245,773
		15,579,451

Leases - Additional Information (Details)	Sep. 30, 2024
Lessee, Lease, Description [Line Items]
Lease term	12 months
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lease term	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lease term	5 years

Stock-Based Compensation - Schedule of table summarizes stock option activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Outstanding \| shares	4,872,527
Number of shares, Outstanding, Granted \| shares	2,355,844
Number of shares, Outstanding, Exercised \| shares	(788,899)
Number of shares, Outstanding, Forfeited \| shares	(253,054)
Number of shares, Outstanding, Expired \| shares	(130,413)
Number of shares, Outstanding \| shares	6,056,005
Number of shares, Exercisable \| shares	2,553,916
Number of shares, Vested and expected to vest \| shares	6,056,005
Weighted average exercise price per share, Outstanding \| $ / shares	$ 3.64
Weighted average exercise price per share, Granted \| $ / shares	1.58
Weighted average exercise price per share, Exercised \| $ / shares	0.34
Weighted average exercise price per share, Forfeited \| $ / shares	5.97
Weighted average exercise price per share, Expired \| $ / shares	3.37
Weighted average exercise price per share, Outstanding \| $ / shares	3.17	$ 3.64
Weighted average exercise price per share, Exercisable \| $ / shares	2.47
Weighted average exercise price per share, Vested and expected to vest \| $ / shares	$ 3.17
Weighted average remaining contractual term (years), Outstanding at ending	7 years 7 months 28 days	6 years 1 month 6 days
Weighted average remaining contractual term (years), Exercisable	5 years 2 months 23 days
Weighted average remaining contractual term (years), Vested and expected to vest	7 years 7 months 28 days
Aggregate intrinsic value, Outstanding \| $	$ 2,090
Aggregate intrinsic value, Exercisable \| $	$ 1,759

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities


Accrued expenses and other current liabilities	September 30, 2024		December 31, 2023
Accrued vacation	$	1,029	$	856
Accrued compensation		1,399		2,514
Accrued interest		562		1,222
Accrued professional fees		752		409
Accrued warehouse and freight		838		1,001
Accrued other(1)		1,535		1,974
Other current liabilities(2)		28		705
Accrued expenses and other current liabilities	$	6,143	$	8,681

(1)

Accrued other as of September 30, 2024, and December 31, 2023, primarily consist of accrued expenses related to legal expense, insurance expense and sales discounts.

(2)

Other current liabilities as of December 31, 2023, primarily consist of the contingent shares’ liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.

Acquisition of Foresight Energy, Ltd. - Summary of Supplemental Pro Forma Information (Details) - fSight [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Business Acquisition [Line Items]
Net revenue	$ 17,104	$ 136,056
Net loss	$ 29,056	$ 13,644

Stock-Based Compensation - Schedule of Fair Value of Each Option Estimated Using Weighted Average Assumptions (Details)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	72.30%	68.10%
Risk-free interest rate	3.50%	4.10%
Expected term (in years)	6 years	6 years

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net (Loss) Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net (Loss) Earnings Per Share

Basic net (loss) earnings per share of common stock is computed by dividing net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period, without consideration for potential dilutive shares of common stock. Diluted net (loss) earnings per share of common stock is computed by dividing the net (loss) earnings attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and if-converted method, as applicable. Basic and diluted net (loss) earnings per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities.

Under the two-class method, net (loss) income for the three and nine months ended September 30, 2023, is adjusted by the difference between the fair value of consideration transferred and the carrying amount of convertible preferred stock during periods where the Company redeems its convertible preferred stock. The remaining earnings (undistributed earnings) are allocated to common stock and each series of convertible preferred stock to the extent that each preferred security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock are then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. In periods in which the Company

reports a net loss, diluted net loss per share is the same as basic net loss per share since dilutive shares are not assumed to have been issued if their effect is antidilutive. As a result, for the periods in which the Company experienced a net loss, the weighted-average shares used to calculate both basic and diluted net loss per share are the same.

The following table sets forth the computation of basic and diluted net loss per share to common stockholders:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except share and per share data)	2024			2023			2024			2023
Basic net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$	(13,117	)	$	29,056		$	(35,944	)	$	10,391
Undistributed earnings to preferred stock stockholders		—			—			—			(4,574	)
Net (loss) income attributable to common stockholders – basic	$	(13,117	)	$	29,056		$	(35,944	)	$	5,817
Weighted-average shares of common stock outstanding – basic		60,608,934			58,408,441			60,130,249			31,070,476
Net (loss) earnings per share of common stock – basic	$	(0.22	)	$	0.50		$	(0.60	)	$	0.19

Diluted net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$	(13,117	)	$	29,056		$	(35,944	)	$	10,391
Reverse: interest expense and change in fair value on derivative liability		—			(47,623	)		—			(7,196	)
Net (loss) income attributable to common stockholders - diluted		(13,117	)		(18,567	)		(35,944	)		3,195
Undistributed earnings to preferred stock stockholders		—			—			—			(1,406	)
Net (loss) income attributable to common stockholders – diluted		(13,117	)		(18,567	)		(35,944	)		1,789
Weighted-average shares of common stock outstanding – basic		60,608,934			58,408,441			60,130,249			31,070,476
Outstanding options and restricted stock units		—			3,727,831			—			3,472,940
Legacy Tigo warrants and common stock warrants		—			927,049			—			813,569
Convertible promissory note		—			5,305,437			—			5,130,532
Weighted-average shares of common stock – diluted		60,608,934			68,368,758			60,130,249			40,487,517
Net (loss) earnings per share of common stock – diluted	$	(0.22	)	$	(0.27	)	$	(0.60	)	$	0.04

The Company excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the period.


	As of September 30,
	2024		2023
Outstanding stock options and restricted stock units		5,329,471		—
Convertible promissory note		5,305,861		—
		10,635,332		—

Supplementary Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,573	$ 7,280
Less: Accumulated depreciation	4,529	3,822
Property and equipment, net	3,044	3,458
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,047	5,810
Estimated Useful Life	7 years
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 31	31
Estimated Useful Life	5 years
Computer Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 212	192
Estimated Useful Life	5 years
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 602	574
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 216	216
Estimated Useful Life	5 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 465	$ 457
Leasehold Improvements \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Leasehold Improvements \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	6 years

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value, Option, Quantitative Disclosures [Line Items]

Schedule of company's assets that are measured at fair value on a recurring basis

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:


	Fair value measurement at reporting date
(in thousands)	(Level 1)		(Level 2)		(Level 3)
September 30, 2024
Assets:
Cash equivalents:
Money market accounts	$	5,280	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	3,203	$	—
U.S. agency securities	$	—	$	6,840	$	—
December 31, 2023
Assets:
Cash equivalents:
Money market accounts	$	1,646	$	—	$	—
Marketable securities:
Corporate bonds	$	—	$	19,489	$	—
U.S. agency securities	$	—	$	9,294	$	—
Liabilities:
Contingent shares liability from fSight acquisition	$	527	$	—	$	—

During the three and nine months ended September 30, 2024, there were no transfers between Level 1, Level 2 and Level 3.

Schedule of changes in fair value of the company's marketable securities

The following is a summary of the changes in fair value of the Company’s marketable securities as of September 30, 2024, and December 31, 2023, respectively:


	As of September 30, 2024
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	3,206	$	1	$	(4	)	$	3,203
U.S. agency securities		6,834		6	$	—			6,840
Total	$	10,040	$	7	$	(4	)	$	10,043


	As of December 31, 2023
(in thousands)	Amortized cost		Unrealized gain		Unrealized loss			Fair value
Available-for-sale marketable securities:
Current assets
Corporate bonds	$	17,561	$	2	$	(52	)	$	17,511
U.S. agency securities		9,300		2	$	(7	)		9,295
Total		26,861		4		(59	)		26,806
Long-term assets
Corporate bonds		1,981		3		(7	)		1,977
Total		1,981		3		(7	)		1,977

Total available-for-sale marketable securities	$	28,842	$	7	$	(66	)	$	28,783

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Emerging Growth Company Status	Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, valuation allowances and the estimated useful lives of plant and equipment and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information as it becomes available.
Recently Issued Accounting Pronouncements not yet Adopted	Recently Issued Accounting Pronouncements not yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2025. In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of certain climate-related financial metrics in registrant’s audited financial statements, and, for certain registrants, disclosure regarding such registrant’s greenhouse gas emissions. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. The Company is currently evaluating the impact of these rules on the Company’s financial statements and related disclosures.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Net (Loss) Earnings Per Share - Summary of Anti-dilutive Shares Outstanding (Details)	9 Months Ended
	Sep. 30, 2024 shares
Earnings Per Share [Abstract]
Outstanding stock options and restricted stock units	5,329,471
Convertible promissory note	5,305,861
Total	10,635,332

Common Stock, Preferred Stock and Convertible Preferred Stock - Schedule of Shares of Common Stock Reserved for Future Issuance (Details)	Sep. 30, 2024 shares
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	15,579,451
Stock Options Issued and Outstanding
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	6,056,005
Restricted Stock Units and Performance Stock Units Issued And Outstanding
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	3,971,812
Shares Available for Potential Conversion of L1 Convertible Note
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	5,305,861
Shares Available for Grant under 2023 Equity Incentive Plan
Class of Stock [Line Items]
Shares of common stock reserved for future issuance	245,773

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
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-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Research and development	$	267	$	180	$	946	$	292
Sales and marketing		437		455		1,608		901
General and administrative		1,051		580		3,314		831
Cost of sales		31		59		126		113
Total stock-based compensation	$	1,786	$	1,274	$	5,994	$	2,137

Schedule of Stock Option Activity

The following table summarizes stock option activity for the Plans for the nine months ended September 30, 2024:


	Number of shares			Weighted average exercise price per share		Weighted average remaining contractual term (years)		Aggregate intrinsic value (in 000’s)
Outstanding at December 31, 2023		4,872,527		$	3.64		6.10
Granted		2,355,844		$	1.58
Exercised		(788,899	)	$	0.34
Forfeited		(253,054	)	$	5.97
Expired		(130,413	)	$	3.37
Outstanding at September 30, 2024		6,056,005		$	3.17		7.66	$	2,090
Exercisable at September 30, 2024		2,553,916		$	2.47		5.23	$	1,759
Vested and expected to vest at September 30, 2024		6,056,005		$	3.17		7.66

Schedule of Fair Value of Each Option Estimated Using Weighted Average Assumptions

The fair value of each stock option granted during the nine months ended September 30, 2024, was estimated on the date of grant using the weighted average assumptions in the table below:


	September 30, 2024			September 30, 2023
Expected volatility		72.3	%		68.1	%
Risk-free interest rate		3.5	%		4.1	%
Expected term (in years)		6.0			6.0
Expected dividend yield		—	%		—	%

Schedule of RSU Activity

The following table summarizes RSU activity for the Plans for the nine months ended September 30, 2024:


	Number of shares			Weighted average grant date fair value per share
Outstanding at December 31, 2023		872,037		$	11.27
Granted		2,369,213		$	1.43
Vested		(1,047,671	)	$	4.31
Forfeited		(91,369	)	$	8.84
Outstanding at September 30, 2024		2,102,210		$	3.75

Schedule of PSU Activity

The following table summarizes the PSU activity for the Plans for the nine months ended September 30, 2024:


	Number of shares		Weighted average grant date fair value per share
Outstanding at December 31, 2023		—	$	—
Granted		1,869,602	$	1.60
Vested		—	$	—
Forfeited		—	$	—
Outstanding at September 30, 2024		1,869,602	$	1.60

Acquisition of Foresight Energy, Ltd. - Summary of Supplemental Information of Operating Results (Details) - fSight [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Business Acquisition [Line Items]
Net revenue	$ 156	$ 398
Net loss	$ (374)	$ (931)

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income after deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Acquisition of Foresight Energy, Ltd. (Tables)

9 Months Ended

Sep. 30, 2024

Business Acquisition [Line Items]

Supplemental Information of Operating Results

The following table presents supplemental pro-forma information on the net revenue and net loss attributable to fSight included within the Company’s condensed consolidated statement of operations and comprehensive loss.


(in thousands)	Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023
Net revenue	$	156		$	398
Net loss	$	(374	)	$	(931	)

fSight [Member]

Business Acquisition [Line Items]

Summary of Provisional Fair Values of Identifiable Assets Acquired and Liabilities Assumed

The assets acquired and liabilities assumed were recorded at fair value as follows (in thousands):


Consideration transferred:
Fair value of common stock issued	$	10,974
Fair value of contingent shares		2,167
Deemed settlement of loan payable		527
Total consideration	$	13,668

Assets acquired:
Cash and cash equivalents	$	55
Accounts receivable		117
Property and equipment		9
Developed technology		1,820
Customer relationships		170
Goodwill		12,209
Total assets acquired	$	14,380
Liabilities assumed:
Accounts payable	$	418
Accrued expenses		294
Net assets acquired	$	13,668

Summary of Supplemental Pro Forma Information

The following table presents supplemental pro-forma information for the three and nine months ended September 30, 2023, as if the merger with fSight had occurred on January 1, 2022. These amounts have been calculated after applying the Company’s accounting policies and are based upon currently available information.


(in thousands)	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Net revenue	$	17,104	$	136,056
Net loss	$	29,056	$	13,644

Merger with Roth CH Acquisition IV Co.	9 Months Ended
Merger with Roth CH Acquisition IV Co.	Sep. 30, 2024
Roth CH Acquisition IV Co.
Business Acquisition [Line Items]
Merger with Roth CH Acquisition IV Co.	3. Merger with Roth CH Acquisition IV Co. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ROCG was treated as the “acquired” company and Legacy Tigo was considered the “acquirer” for financial reporting purposes. This determination was primarily based on Legacy Tigo stockholders comprising a majority of the voting power of the Company, Legacy Tigo’s senior management comprising substantially all of the senior management of the Company, Legacy Tigo’s relative size compared to ROCG, and Legacy Tigo’s operations prior to the acquisition comprising the only ongoing operations of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Tigo with the Business Combination being treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy Tigo. All periods prior to the Business Combination have been retrospectively adjusted using the exchange ratio established in the Business Combination of 0.233335 (the “Exchange Ratio”) to affect the reverse recapitalization. As part of the reverse recapitalization, Legacy Tigo acquired $2.2 million of cash, $0.6 million of prepaid expenses and insurance and assumed $3,400 of accrued expenses and $61,000 of income tax payable. The Company incurred $6.1 million in transaction costs relating to the Business Combination, which were charged directly to additional paid-in capital to the extent of cash received. Transaction costs in excess of cash acquired of $3.9 million were charged to general and administrative expenses. Immediately prior to the closing of the Business Combination: • all shares of Legacy Tigo’s outstanding Series E, Series D, Series C-1, Series C, Series B-4, Series B-3, Series B-2, Series B-1, Series A-4, Series A-3, Series A-2, and Series A-1 convertible preferred stock were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis and additional shares of Legacy Tigo common stock were issued to settle the accumulated dividend to the Series E and Series D convertible preferred stockholders of $12.6 million; • all common warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis; and • all preferred warrants net of exercise were converted into an equivalent number of shares of Legacy Tigo preferred stock on a one-to-one basis, and subsequently converted into an equivalent number of shares of Legacy Tigo common stock on a one-to-one basis. At the effective time of the Business Combination, each share of Legacy Tigo common stock issued and outstanding immediately prior to the closing (including the shares of Legacy Tigo common stock issued in connection with the foregoing) were canceled and converted into the right to receive a pro rata portion of the merger consideration based on the Exchange Ratio. In connection with the Business Combination, the Company issued 1,700,498 shares of Common Stock to former stockholders of ROCG and 118,021 shares of Common Stock to Roth Capital Partners, LLC. Immediately following the Business Combination, there were 58,144,543 shares of Common Stock issued and outstanding, options to purchase an aggregate of 4,358,301 shares of Common Stock and 5,768,750 warrants outstanding to purchase shares of Common Stock.

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2024

Revenues [Abstract]

Summary of Net Revenue by Major Geographic Region

The following table summarizes net revenue by major geographic region:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
EMEA	$	8,639	$	10,241	$	21,426	$	105,595
Americas		2,940		3,576		8,512		21,776
APAC		2,658		3,287		6,802		8,617
Total net revenue	$	14,237	$	17,104	$	36,740	$	135,988

Schedule of Summarizes the Changes in Deferred Revenue

The following table summarizes the changes in deferred revenue:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Balance at the beginning of the period	$	979		$	623		$	801		$	1,122
Deferral of revenue		1,732			4,673			6,347			27,842
Recognition of unearned revenue		(1,481	)		(4,840	)		(5,918	)		(28,508	)
Balance at the end of the period	$	1,230		$	456		$	1,230		$	456

Summary of Changes in Product Warranty Liability

The following table summarizes the changes in product warranty liability:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Warranty liability, beginning of the period	$	5,777		$	5,493		$	5,632		$	4,351
Provision for warranty issued during period		264			141			952			1,853
Changes in estimate		(233	)		319			(607	)		(43	)
Settlements		(101	)		(146	)		(270	)		(354	)
Warranty liability, end of the period	$	5,707		$	5,807		$	5,707		$	5,807

Revenue Recognition - Summary of Net Revenue by Major Geographic Region (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total net revenue	$ 14,237	$ 17,104	$ 36,740	$ 135,988
EMEA
Disaggregation of Revenue [Line Items]
Total net revenue	8,639	10,241	21,426	105,595
Americas
Disaggregation of Revenue [Line Items]
Total net revenue	2,940	3,576	8,512	21,776
APAC
Disaggregation of Revenue [Line Items]
Total net revenue	$ 2,658	$ 3,287	$ 6,802	$ 8,617

- 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.

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+ Details

Long-Term Debt - Schedule of Future Aggregate Principal Maturities of Long-Term Debt (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Instrument [Line Items]
2026	$ 50,000
Long-Term Debt, Total	$ 50,000

- 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.

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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

12.

Stock-Based Compensation

The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2008 Plan will remain outstanding until they are exercised, canceled or expire.

In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants.

Under the 2018 Plan, the Board of Directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than 100% of the fair value per share of the Company’s common stock on the grant date. If an individual owns more than 10% of the Company’s outstanding capital stock, the price of each share incentive stock option will be at least 110% of the fair value. Fair value is determined by the Board of Directors. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2018 Plan will remain outstanding until they are exercised, canceled or expire.

In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), performance stock units (“PSUs”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants.

Stock options granted to newly hired employees generally vest over a four-year period, following the date of grant, with 25% vesting on the first anniversary of the grant date and the remaining vesting in equal monthly installments thereafter, and grants of additional stock options to employees generally vest in equal monthly installments over a four year period with no cliff vesting. As of September 30, 2024, 316,634 stock options granted under the 2023 Plan had vested and were exercisable. There have been no stock options exercised under the 2023 Plan. The RSUs generally vest over a three-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date. As of September 30, 2024, 2,369,213 RSUs that were granted under the 2023 Plan have vested into shares of Common Stock.

Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”.

The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company also measures the PSU awards at their grant-date fair value and assumes that performance goals will be achieved. If the performance goals are not met, no compensation expense is recognized and any recognized compensation expense is reversed. The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Research and development	$	267	$	180	$	946	$	292
Sales and marketing		437		455		1,608		901
General and administrative		1,051		580		3,314		831
Cost of sales		31		59		126		113
Total stock-based compensation	$	1,786	$	1,274	$	5,994	$	2,137

Stock Options

The following table summarizes stock option activity for the Plans for the nine months ended September 30, 2024:


	Number of shares			Weighted average exercise price per share		Weighted average remaining contractual term (years)		Aggregate intrinsic value (in 000’s)
Outstanding at December 31, 2023		4,872,527		$	3.64		6.10
Granted		2,355,844		$	1.58
Exercised		(788,899	)	$	0.34
Forfeited		(253,054	)	$	5.97
Expired		(130,413	)	$	3.37
Outstanding at September 30, 2024		6,056,005		$	3.17		7.66	$	2,090
Exercisable at September 30, 2024		2,553,916		$	2.47		5.23	$	1,759
Vested and expected to vest at September 30, 2024		6,056,005		$	3.17		7.66

As of September 30, 2024, the total unrecognized compensation expense related to unvested stock option awards was $8.8 million, which the Company expects to recognize over a weighted-average period of 2.8 years.

The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below.

•

The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term.

•

The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107.

•

The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

•

The expected dividend yield is 0% because the Company has not historically paid and does not expect in the foreseeable future to pay a dividend on its common stock.

•

As the Company’s common stock has not historically been publicly traded, its Board of Directors periodically estimated the fair value of the Company’s common stock considering, among other things, contemporaneous valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

The fair value of each stock option granted during the nine months ended September 30, 2024, was estimated on the date of grant using the weighted average assumptions in the table below:


	September 30, 2024			September 30, 2023
Expected volatility		72.3	%		68.1	%
Risk-free interest rate		3.5	%		4.1	%
Expected term (in years)		6.0			6.0
Expected dividend yield		—	%		—	%

Restricted Stock Units

The following table summarizes RSU activity for the Plans for the nine months ended September 30, 2024:


	Number of shares			Weighted average grant date fair value per share
Outstanding at December 31, 2023		872,037		$	11.27
Granted		2,369,213		$	1.43
Vested		(1,047,671	)	$	4.31
Forfeited		(91,369	)	$	8.84
Outstanding at September 30, 2024		2,102,210		$	3.75

As of September 30, 2024, the total unrecognized compensation expense related to unvested RSUs was $7.1 million, which the Company expects to recognize over a weighted-average period of 2.0 years.

Performance Stock Units

During the nine months ended September 30, 2024, the Company granted an aggregate of 1,869,602 PSUs to its executives and certain personnel within the Company. The PSUs vest over a three-year period beginning on January 1, 2025, with one-third of the award eligible to vest at the end of each fiscal year through December 31, 2027, based on the Company’s level of achievement of certain performance-based criteria tied to annual net revenue and adjusted EBITDA targets. The PSUs were valued using the market value of the Company’s Common Stock at the closing market price on the grant date.

The following table summarizes the PSU activity for the Plans for the nine months ended September 30, 2024:


	Number of shares		Weighted average grant date fair value per share
Outstanding at December 31, 2023		—	$	—
Granted		1,869,602	$	1.60
Vested		—	$	—
Forfeited		—	$	—
Outstanding at September 30, 2024		1,869,602	$	1.60

As of September 30, 2024, the Company did not believe it was probable that the performance criteria associated with the PSUs would be achieved. Accordingly, no compensation expense has been recognized for these awards, and there is no unrecognized compensation cost associated with these awards. The Company will reassess the probability of achieving the performance conditions at each reporting date.

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Jan. 25, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net for allowance of credit losses (in Dollars)	$ 2,334	$ 4,011		$ 76
Convertible preferred stock shares, authorized	10,000,000
Convertible preferred stock shares, outstanding	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	150,000,000	150,000,000
Common stock issued (in Shares)	60,743,061	58,751,666	5,598,751
Common stock, outstanding	60,743,061	58,751,666

Revenue Recognition - Summary of Changes in Product Warranty Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Product Warranties Disclosures [Abstract]
Balance at the beginning of the period	$ 5,777	$ 5,493	$ 5,632	$ 4,351
Provision for warranty issued during period	264	141	952	1,853
Changes in estimate	(233)	319	(607)	(43)
Settlements	(101)	(146)	(270)	(354)
Balance at the end of the period	$ 5,707	$ 5,807	$ 5,707	$ 5,807

Condensed Consolidated Statements Of Operations and Comprehensive (Loss) Income - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net revenue	$ 14,237,000	$ 17,104,000	$ 36,740,000	$ 135,988,000
Cost of revenue	12,463,000	12,946,000	28,333,000	87,555,000
Gross profit	1,774,000	4,158,000	8,407,000	48,433,000
Operating expenses:
Research and development	2,433,000	2,425,000	7,608,000	7,063,000
Sales and marketing	4,378,000	5,601,000	13,036,000	15,536,000
General and administrative	5,380,000	7,350,000	15,671,000	20,567,000
Total operating expenses	12,191,000	15,376,000	36,315,000	43,166,000
(Loss) income from operations	(10,417,000)	(11,218,000)	(27,908,000)	5,267,000
Other expenses (income):
Change in fair value of preferred stock warrant and contingent shares liability	3,000	(2,977,000)	(152,000)	143,000
Change in fair value of derivative liability		(50,498,000)		(12,247,000)
Loss on debt extinguishment				171,000
Interest expense	2,861,000	2,875,000	8,549,000	5,240,000
Other income, net	(164,000)	(636,000)	(377,000)	(1,859,000)
Total other expenses (income), net	2,700,000	(51,236,000)	8,020,000	(8,552,000)
(Loss) income before income tax expense	(13,117,000)	40,018,000	(35,928,000)	13,819,000
Income tax expense	0	10,962,000	16,000	29,000
Net (loss) income	(13,117,000)	29,056,000	(35,944,000)	13,790,000
Unrealized gain (loss) resulting from change in fair value of marketable securities	26,000	22,000	62,000	(159,000)
Comprehensive (loss) income	(13,091,000)	29,078,000	(35,882,000)	13,631,000
Cumulative dividends on convertible preferred stock				(3,399,000)
Net (loss) income attributable to common stockholders	$ (13,117,000)	$ 29,056,000	$ (35,944,000)	$ 10,391,000
(Loss) earnings per common share
Basic	$ (0.22)	$ 0.5	$ (0.6)	$ 0.19
Diluted	$ (0.22)	$ (0.27)	$ (0.6)	$ 0.04
Weighted-average shares of common stock outstanding
Basic	60,608,934	58,408,441	60,130,249	31,070,476
Diluted	60,608,934	68,368,758	60,130,249	40,487,517

Fair Value of Financial Instruments (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair value	$ 40.4	$ 58.1
Carrying value	$ 38.3	$ 31.6

Supplementary Balance Sheet Information (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Selected Financial Data

Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):


Inventory	September 30, 2024		December 31, 2023
Raw materials	$	664	$	668
Finished goods		46,125		60,733
Inventory	$	46,789	$	61,401

Summary of Property and Equipment, Net


Property and equipment, net	Estimated Useful Life	September 30, 2024		December 31, 2023
Machinery and equipment	7 years	$	6,047	$	5,810
Vehicles	5 years		31		31
Computer software	5 years		212		192
Computer equipment	5 years		602		574
Furniture and fixtures	5 years		216		216
Leasehold improvements	3 - 6 years		465		457
			7,573		7,280
Less: Accumulated depreciation			4,529		3,822
Property and equipment, net		$	3,044	$	3,458

Accrued Expenses and Other Current Liabilities


Accrued expenses and other current liabilities	September 30, 2024		December 31, 2023
Accrued vacation	$	1,029	$	856
Accrued compensation		1,399		2,514
Accrued interest		562		1,222
Accrued professional fees		752		409
Accrued warehouse and freight		838		1,001
Accrued other(1)		1,535		1,974
Other current liabilities(2)		28		705
Accrued expenses and other current liabilities	$	6,143	$	8,681

(1)

Accrued other as of September 30, 2024, and December 31, 2023, primarily consist of accrued expenses related to legal expense, insurance expense and sales discounts.

(2)

Other current liabilities as of December 31, 2023, primarily consist of the contingent shares’ liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.

Summary of Activity in Allowance for Credit losses


Allowance for credit losses	September 30, 2024			December 31, 2023
Allowance for credit losses, beginning balance	$	4,011		$	76
Net charges to (recovery) or expense		(1,535	)		3,960
Write-offs, net of recoveries		(142	)		(25	)
Allowance for credit losses, ending balance	$	2,334		$	4,011

Stock-Based Compensation - Schedule of condensed consolidated statements of operations and comprehensive income (loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	$ 1,786	$ 1,274	$ 5,994	$ 2,137
Research and Development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	267	180	946	292
Sales and Marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	437	455	1,608	901
General and Administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	1,051	580	3,314	831
Cost of Sales
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation	$ 31	$ 59	$ 126	$ 113

- 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

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets by Major Asset Class

The Company's intangible assets by major asset class are as follows:


	September 30, 2024
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(119	)	$	331
Customer relationships	10.0		170		(28	)		142
Developed technology	10.0		1,820		(304	)		1,516
Total intangible assets		$	2,440	$	(451	)	$	1,989


	December 31, 2023
(in thousands, except for useful life amounts)	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization			Net Book Value
Amortizing:
Patents	6.7	$	450	$	(65	)	$	385
Customer relationships	10.0		170		(16	)		154
Developed technology	10.0		1,820		(167	)		1,653
Total intangible assets		$	2,440	$	(248	)	$	2,192

Schedule of Amortization Expense Related to Intangible Assets

Amortization expense related to intangible assets at September 30, 2024, in each of the next five years and beyond is expected to be incurred as follows:


(in thousands)	Amount
Remainder of 2024	$	68
2025		270
2026		270
2027		262
2028		260
Thereafter		859
	$	1,989

Leases - Schedule of Other Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Operating lease right of use assets obtained in exchange for operating lease liabilities	$ 159	$ 2,187
Cash paid for amounts included in the measurement of lease liabilities	$ 1,022	$ 743
Weighted average remaining lease term (years)	2 years 6 months		2 years 10 months 24 days
Weighted average discount rate	4.90%		8.50%

Goodwill and Intangible Assets - Summary of Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2024	$ 68
2025	270
2026	270
2027	262
2028	260
Thereafter	859
Total	$ 1,989	$ 2,192

Revenue Recognition - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Deferred Revenue and Product Warranty [Line Items]
Recognized revenue, contract liabilities	$ 100,000	$ 0	$ 600,000	$ 900,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Deferred Revenue and Product Warranty [Line Items]
Remaining performance obligations	$ 1,200,000		$ 1,200,000
Remaining performance obligations over a weighted average term	3 years 10 months 24 days		3 years 10 months 24 days
Maximum
Deferred Revenue and Product Warranty [Line Items]
Warranty period			25 years
Minimum [Member]
Deferred Revenue and Product Warranty [Line Items]
Warranty period			5 years

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 01, 2024
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Transition Report	false
Entity File Number	001-40710
Entity Registrant Name	Tigo Energy, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3583873
Entity Address, Address Line One	655 Campbell Technology Parkway
Entity Address, Address Line Two	Suite 150
Entity Address, City or Town	Campbell
Entity Address, State or Province	CA
Entity Central Index Key	0001855447
Entity Address, Postal Zip Code	95008
City Area Code	408
Local Phone Number	402-0802
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TYGO
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
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		60,743,162

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10.

Commitments and Contingencies

Employment Agreements

The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements.

Legal

In the normal course of business, the Company may become involved in litigation or legal disputes that are not covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify.

Indemnification Agreements

From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from third-party claims or a breach of representation or covenant. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision.

The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or Executive Officer.

The Company believes the current estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these condensed consolidated financial statements do not include a liability for potential indemnification-related obligations at September 30, 2024.

Leases - Schedule of Future Maturities of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
Remainder of 2024	$ 339
2025	736
2026	465
2027	355
2028	136
Thereafter	9
Total	2,040
Less: imputed interest	134
Present value of lease liabilities	$ 1,906

Revenue Recognition

9 Months Ended

Sep. 30, 2024

Revenues [Abstract]

Revenue Recognition

Geographic Net Revenue

The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions.

The following table summarizes net revenue by major geographic region:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
EMEA	$	8,639	$	10,241	$	21,426	$	105,595
Americas		2,940		3,576		8,512		21,776
APAC		2,658		3,287		6,802		8,617
Total net revenue	$	14,237	$	17,104	$	36,740	$	135,988

Deferred Revenue

Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and service. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.

The following table summarizes the changes in deferred revenue:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Balance at the beginning of the period	$	979		$	623		$	801		$	1,122
Deferral of revenue		1,732			4,673			6,347			27,842
Recognition of unearned revenue		(1,481	)		(4,840	)		(5,918	)		(28,508	)
Balance at the end of the period	$	1,230		$	456		$	1,230		$	456

As of September 30, 2024, the Company expects to recognize $1.2 million from remaining performance obligations over a weighted average term of 3.9 years.

The Company recognized approximately $0.1 million and $0.6 million in revenue that was included in the beginning contract liabilities balance during the three and nine months ended September 30, 2024, respectively. The Company did not recognize any revenue that was included in the beginning contract liabilities balance during the three months ended September 30, 2023. The Company recognized $0.9 million in revenue that was included in the beginning contract liabilities balance during the nine months ended September 30, 2023.

Product Warranty

The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from 5 to 25 years depending on the product), its historical experience of known product failure rates, use of materials to repair or replace defective products and parts, and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Should the actual experience relative to these factors differ from the estimates, the Company may be required to record additional warranty reserves. Product warranty costs are recorded as expense to cost of revenue based on customer history, historical information and current trends.

The following table summarizes the changes in product warranty liability:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2024			2023			2024			2023
Warranty liability, beginning of the period	$	5,777		$	5,493		$	5,632		$	4,351
Provision for warranty issued during period		264			141			952			1,853
Changes in estimate		(233	)		319			(607	)		(43	)
Settlements		(101	)		(146	)		(270	)		(354	)
Warranty liability, end of the period	$	5,707		$	5,807		$	5,707		$	5,807

- 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

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

13.

Leases

As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, Philippines and Thailand. All of the Company leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than 12 months, the Company records the related assets and obligations at the present value of lease payments over the term. Many of its leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments.

When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to five years, some of which include options to extend the leases for up to eight years, and some of which include options to terminate the leases within one year.

The components of lease expense are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Operating lease costs	$	332	$	325	$	980	$	802
Variable lease costs		103		99		343		234
Total lease cost	$	435	$	424	$	1,323	$	1,036

Other information related to leases was as follows:


	Nine Months Ended September 30,
Supplemental Cash Flows Information (in thousands)	2024		2023
Operating lease right of use assets obtained in exchange for operating lease liabilities	$	159	$	2,187
Cash paid for amounts included in the measurement of lease liabilities	$	1,022	$	743


	September 30, 2024			December 31, 2023
Weighted average remaining lease term (years)		2.5			2.9
Weighted average discount rate		4.9	%		8.5	%

Future maturities of lease liabilities were as follows as of September 30, 2024:


(in thousands)	Operating Leases
Remainder of 2024	$	339
2025		736
2026		465
2027		355
2028		136
Thereafter		9
Total future minimum lease payments	$	2,040
Less: imputed interest		134
Present value of lease liabilities	$	1,906

Supplementary Balance Sheet Information - Summary of Activity in Allowance for Credit Losses (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Allowance for Credit Loss [Abstract]
Allowance for credit losses, beginning balance	$ 4,011	$ 76
Net charges to (recovery) or expense	(1,535)	3,960
Write-offs, net of recoveries	(142)	(25)
Allowance for credit losses, ending balance	$ 2,334	$ 4,011

Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Outstanding at December 31, 2023 \| shares	872,037
Number of shares, Granted \| shares	2,369,213
Number of shares, vested \| shares	(1,047,671)
Number of shares, Forfeited \| shares	(91,369)
Number of shares, Outstanding at September 30, 2024 \| shares	2,102,210
Weighted average grant date fair value, Outstanding at December 31, 2023 \| $ / shares	$ 11.27
Weighted Average Grant Date Fair Value, Granted \| $ / shares	1.43
Weighted Average Grant Date Fair Value, Vested \| $ / shares	4.31
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	8.84
Weighted average grant date fair value, Outstanding at September 30,2024 \| $ / shares	$ 3.75

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating activities:
Net (loss) income	$ (35,944)	$ 13,790
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	917	820
Reserve for inventory obsolescence	3,879	796
Change in fair value of preferred stock warrant and contingent shares liability	(152)	143
Change in fair value of derivative liability		(12,247)
Deferred tax benefit		(12)
Non-cash interest expense	6,705	3,237
Stock-based compensation	5,994	2,137
Allowance for credit losses	(1,616)	1,968
Loss on debt extinguishment		171
Non-cash lease expense	820	710
Accretion of interest on marketable securities	(260)	(333)
Loss on disposal of property and equipment		16
Changes in operating assets and liabilities:
Accounts receivable	(350)	(6,393)
Inventory	10,733	(33,318)
Prepaid expenses and other assets	1,598	1,183
Accounts payable	(3,387)	(4,115)
Accrued expenses and other liabilities	(2,011)	1,975
Deferred revenue	429	(666)
Warranty liability	75	1,456
Operating lease liabilities	(837)	(697)
Net cash used in operating activities	(13,407)	(29,379)
Investing activities:
Purchase of marketable securities	(6,756)	(53,483)
Acquisition of fSight		(16)
Purchase of intangible assets		(450)
Purchase of property and equipment	(757)	(1,855)
Sales and maturities of marketable securities	25,818	14,885
Net cash provided by (used in) investing activities	18,305	(40,919)
Financing activities:
Proceeds from Convertible Promissory Note		50,000
Repayment of from Series 2022-1 Notes		(20,833)
Payment of financing costs		(358)
Proceeds from Business Combination		2,238
Proceeds from exercise of stock options	272	212
Payment of tax withholdings on equity instruments	(114)	(91)
Proceeds from common stock warrant redemption, net of issuance costs and payments to warrant holders of non-redeemed warrants		3,653
Net cash provided by financing activities	158	34,821
Net increase (decrease) in cash and cash equivalents	5,056	(35,477)
Cash and cash equivalents at beginning of period	4,405	37,717
Cash and cash equivalents at end of period	9,461	2,240
Supplemental disclosure of cash flow information:
Cash paid for interest	2,500	168
Cash paid for taxes	547	48
Supplemental schedule of non-cash investing and financing activities:
Operating lease right of use assets obtained in exchange for operating lease liabilities	159	2,187
Property and equipment in accounts payable	39	38
Non-cash consideration paid for the acquisition of fSight	375	10,974
Contingent shares liability from fSight acquisition		2,167
Unrealized gain (loss) resulting from change in fair value of marketable securities	$ 62	(156)
Net assets acquired from Roth CH Acquisition IV Co.		573
Fair value of derivative note liability at issuance		23,525
Convertible preferred stock dividends (Note 3)		12,581
Reclassification of deferred issuance costs to additional paid in capital		2,221
Conversion of convertible preferred stock into common stock in connection with the Business Combination (Note 3)		87,140
Issuance of preferred stock upon exercise of preferred warrants		2,008
Reclassification of convertible note derivative liability to equity		$ 11,278

Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions		12 Months Ended
	Jan. 25, 2023	Dec. 31, 2023	Sep. 30, 2024	Jul. 25, 2024	Jan. 25, 2024	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, shares issued	5,598,751	58,751,666	60,743,061
Fair value	$ 11.0	$ 0.7				$ 1.4
Increase decrease on contingent shares issuable	5,745	252,288
fSight
Subsequent Event [Line Items]
Common stock, shares issued				86,017	166,271

Revenue Recognition - Summary of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Deferred Revenue and Product Warranties Disclosures [Abstract]
Deferred revenue, beginning of the period	$ 979	$ 623	$ 801	$ 1,122
Deferral of revenue	1,732	4,673	6,347	27,842
Recognition of unearned revenue	(1,481)	(4,840)	(5,918)	(28,508)
Deferred revenue, end of the period	$ 1,230	$ 456	$ 1,230	$ 456

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Convertible Promissory Note	$ 50,000	$ 50,000
Less: unamortized debt discount and issuance costs	(11,725)	(18,430)
Long-term debt, net of unamortized debt discount and issuance costs	$ 38,275	$ 31,570

- 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

Fair Value of Financial Instruments - Schedule of company's assets that are measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Level 1 [Member]
Cash equivalents:
Money market accounts	$ 5,280	$ 1,646
Liabilities:
Contingent shares liability from fSight acquisition		527
Level 2 [Member] \| Corporate bonds [Member]
Marketable securities:
Marketable securities	3,203	19,489
Level 2 [Member] \| U.S. agency securities [Member]
Marketable securities:
Marketable securities	$ 6,840	$ 9,294

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Summary of Components of Lease Expense

The components of lease expense are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Operating lease costs	$	332	$	325	$	980	$	802
Variable lease costs		103		99		343		234
Total lease cost	$	435	$	424	$	1,323	$	1,036

Schedule of Other Information

Other information related to leases was as follows:


	Nine Months Ended September 30,
Supplemental Cash Flows Information (in thousands)	2024		2023
Operating lease right of use assets obtained in exchange for operating lease liabilities	$	159	$	2,187
Cash paid for amounts included in the measurement of lease liabilities	$	1,022	$	743


	September 30, 2024			December 31, 2023
Weighted average remaining lease term (years)		2.5			2.9
Weighted average discount rate		4.9	%		8.5	%

Schedule of Future Maturities of Lease Liabilities

Future maturities of lease liabilities were as follows as of September 30, 2024:


(in thousands)	Operating Leases
Remainder of 2024	$	339
2025		736
2026		465
2027		355
2028		136
Thereafter		9
Total future minimum lease payments	$	2,040
Less: imputed interest		134
Present value of lease liabilities	$	1,906

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of long-term debt

Long-term debt consisted of the following (in thousands):


	September 30, 2024			December 31, 2023
Convertible Promissory Note	$	50,000		$	50,000
Less: unamortized debt discount and issuance costs		(11,725	)		(18,430	)
Long-term debt, net of unamortized debt discount and issuance costs	$	38,275		$	31,570

During the three months ended September 30, 2024, and 2023, the Company recorded amortization of $2.2 million and $2.2 million, respectively, to interest expense pertaining to debt discount and issuance costs. During the nine months ended September 30, 2024, and 2023, the Company recorded amortization of $6.7 million and $3.2 million, respectively, to interest expense pertaining to debt discount and issuance costs. The amortization associated with the Convertible Promissory Note primarily consists of the debt discount that was recorded as a result of the bifurcation of the conversion option at the time of the Business Combination. See below in this note for further information on the conversion option bifurcation for the Convertible Promissory Note, as defined below.

Schedule of Future Aggregate Principal Maturities of Long-Term Debt

Future aggregate principal maturities of long-term debt are as follows as of September 30, 2024 (in thousands):


Remainder of 2024	$	—
2025		—
2026		50,000
2027		—
2028		—
Thereafter		—
	$	50,000

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 9,461	$ 4,405
Marketable securities, short-term	10,043	26,806
Accounts receivable, net of allowances for credit losses of $2,334 and $4,011 at September 30, 2024, and December 31, 2023, respectively	8,828	6,862
Inventory	46,789	61,401
Prepaid expenses and other current assets	3,594	5,236
Total current assets	78,715	104,710
Property and equipment, net	3,044	3,458
Operating right-of-use assets	1,842	2,503
Marketable securities, long-term		1,977
Intangible assets, net	1,989	2,192
Other assets	772	728
Goodwill	12,209	12,209
Total assets	98,571	127,777
Current liabilities:
Accounts payable	11,841	15,685
Accrued expenses and other current liabilities	6,143	8,681
Deferred revenue, current portion	556	335
Warranty liability, current portion	513	526
Operating lease liabilities, current portion	849	1,192
Total current liabilities	19,902	26,419
Warranty liability, net of current portion	5,194	5,106
Deferred revenue, net of current portion	674	466
Long-term debt, net of unamortized debt discount and issuance costs	38,275	31,570
Operating lease liabilities, net of current portion	1,057	1,392
Total liabilities	65,102	64,953
Commitments and Contingencies (see Note 10)
Stockholders' equity
Common stock, $0.0001 par value: 150,000,000 authorized; 60,743,061 and 58,751,666 shares issued and outstanding at September 30, 2024, and December 31, 2023, respectively	6	6
Additional paid-in capital	145,184	138,657
Accumulated deficit	(111,724)	(75,780)
Accumulated other comprehensive loss	3	(59)
Total stockholders' equity	33,469	62,824
Total liabilities and stockholders' equity	$ 98,571	$ 127,777

Net (Loss) Earnings Per Share - Summary of Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$ (13,117)	$ 29,056	$ (35,944)	$ 10,391
Undistributed earnings to preferred stock stockholders				(4,574)
Net (loss) income attributable to common stockholders - basic	$ (13,117)	$ 29,056	$ (35,944)	$ 5,817
Weighted-average shares of common stock outstanding - basic	60,608,934	58,408,441	60,130,249	31,070,476
Net (loss) earnings per share of common stock - basic	$ (0.22)	$ 0.5	$ (0.6)	$ 0.19
Diluted net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$ (13,117)	$ 29,056	$ (35,944)	$ 10,391
Reverse: interest expense and change in fair value on derivative liability		(47,623)		(7,196)
Net (loss) income attributable to common stockholders - diluted	(13,117)	(18,567)	(35,944)	3,195
Undistributed earnings to preferred stock stockholders				(1,406)
Net (loss) income attributable to common stockholders - diluted	$ (13,117)	$ (18,567)	$ (35,944)	$ 1,789
Weighted-average shares of common stock outstanding, basic	60,608,934	58,408,441	60,130,249	31,070,476
Outstanding options and restricted stock units		3,727,831		3,472,940
Legacy Tigo warrants and common stock warrants		927,049		813,569
Convertible promissory note		5,305,437		5,130,532
Weighted-average shares of common stock - diluted	60,608,934	68,368,758	60,130,249	40,487,517
Net (loss) earnings per share of common stock - diluted	$ (0.22)	$ (0.27)	$ (0.6)	$ 0.04

Merger with Roth CH Acquisition IV Co. - Additional Information (Details) - USD ($)				3 Months Ended		9 Months Ended
	May 24, 2023	May 23, 2023	May 22, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 25, 2023
Business Acquisition [Line Items]
Business acquisition shares exchange ratio				23.3335%	23.3335%	23.3335%	23.3335%
Transaction costs				$ 0	$ 47,000	$ 0	$ 200,000
Common stock, shares issued				60,743,061		60,743,061		58,751,666	5,598,751
Common stock, shares outstanding				60,743,061		60,743,061		58,751,666
Roth CH Acquisition IV Co.
Business Acquisition [Line Items]
Business acquisition shares exchange ratio		0.23334%
Cash acquired		$ 2,200,000
Prepaid expenses and insurance acquired		600,000
Accrued expenses assumed		$ 3,400
Income tax payables assumed			$ 61,000
Transaction costs						$ 6,100,000
Transaction costs in excess of cash acquired						$ 3,900,000
Common stock conversion basis			one-to-one
Accumulated dividend to redeemable convertible preferred stockholders			$ 12,600,000
Common stock, shares issued	58,144,543
Common stock, shares outstanding	58,144,543
Options to purchase common stock shares	4,358,301
Number of warrants outstanding	5,768,750
Former Stockholders of ROCG
Business Acquisition [Line Items]
Common stock, shares issued		1,700,498
Roth Capital Partners, LLC.
Business Acquisition [Line Items]
Common stock, shares issued		118,021

Stock Based Compensation - Schedule of PSU activity (Details) - Performance Stock Units	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Granted \| shares	1,869,602
Number of shares, Outstanding at September 30, 2024 \| shares	1,869,602
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 1.6
Weighted average grant date fair value, Outstanding at September 30,2024 \| $ / shares	$ 1.6

- 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

Fair Value of Financial Instruments - Schedule of changes in fair value of the company's marketable securities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Available-for-sale marketable securities:
Total Current Assets	$ 10,043	$ 26,806
Long-term assets
Total Long-term assets		1,977
Total Available for sale Marketable Securities, Total		28,783
Corporate bonds [Member]
Available-for-sale marketable securities:
Total Current Assets	3,203	17,511
Long-term assets
Total Long-term assets		1,977
U.S. agency securities [Member]
Available-for-sale marketable securities:
Total Current Assets	6,840	9,295
Cost [Member]
Available-for-sale marketable securities:
Total Current Assets	10,040	26,861
Long-term assets
Total Long-term assets		1,981
Total Available for sale Marketable Securities, Total		28,842
Cost [Member] \| Corporate bonds [Member]
Available-for-sale marketable securities:
Total Current Assets	3,206	17,561
Long-term assets
Total Long-term assets		1,981
Cost [Member] \| U.S. agency securities [Member]
Available-for-sale marketable securities:
Total Current Assets	6,834	9,300
Unrealized gain [Member]
Available-for-sale marketable securities:
Total Current Assets	7	4
Long-term assets
Total Long-term assets		3
Total Available for sale Marketable Securities, Total		7
Unrealized gain [Member] \| Corporate bonds [Member]
Available-for-sale marketable securities:
Total Current Assets	1	2
Long-term assets
Total Long-term assets		3
Unrealized gain [Member] \| U.S. agency securities [Member]
Available-for-sale marketable securities:
Total Current Assets	6	2
Unrealized loss [Member]
Available-for-sale marketable securities:
Total Current Assets	(4)	(59)
Long-term assets
Total Long-term assets		(7)
Total Available for sale Marketable Securities, Total		(66)
Unrealized loss [Member] \| Corporate bonds [Member]
Available-for-sale marketable securities:
Total Current Assets	$ (4)	(52)
Long-term assets
Total Long-term assets		(7)
Unrealized loss [Member] \| U.S. agency securities [Member]
Available-for-sale marketable securities:
Total Current Assets		$ (7)

Acquisition of Foresight Energy, Ltd.

9 Months Ended

Sep. 30, 2024

fSight

Business Acquisition [Line Items]

Acquisition of Foresight Energy, Ltd.

On January 25, 2023 (“Acquisition Closing Date”), Legacy Tigo acquired 100% of the equity interests of fSight. The results of fSight’s operations have been included in the condensed consolidated financial statements since the Acquisition Closing Date. fSight primarily focuses on developing and marketing a software as a service platform, based on artificial intelligence for the smart management of electrical energy. The acquisition expands the Company’s ability to leverage energy consumption and production data for solar energy producers, adding a prediction platform that provides actionable system performance data, from the grid down to the module level. The Company changed the name of fSight to Tigo Energy AI Ltd. in September 2024.

Under the terms of the purchase agreement, total consideration amounted to $13.2 million which consisted of 5,598,751 shares of Legacy Tigo’s common stock (which represents 1,306,385 shares of Common Stock on an as-converted basis as a result of the Business Combination) issued at closing with a fair value of approximately $11.0 million, 737,233 shares of Legacy Tigo’s common stock (which represents 172,022 shares of Common Stock on an as-converted basis as a result of the Business Combination) with a fair value of approximately $1.4 million to be issued 12 months from closing and 368,617 shares of Legacy Tigo’s common stock (which represents 86,011 shares of Common Stock on an as-converted basis as a result of the Business Combination) with a fair value of approximately $0.7 million to be issued 18 months from closing (collectively with the shares to be issued at 12 months “Contingent Shares”). In addition to the consideration in the purchase agreement, there is an additional $0.5 million in consideration related to a loan that the Company issued to fSight prior to the Acquisition Closing Date, for a total consideration transferred of $13.7 million. The loan payable was deemed settled immediately following the Acquisition Closing Date.

Pursuant to the terms of the purchase agreement, the Contingent Shares are subject to adjustment based on certain indemnification obligations, liabilities or settlements that may arise during the contingency period, which ends 18 months following the Acquisition Closing Date. During the year ended December 31, 2023, there was an adjustment recorded against the Contingent Shares related to an unrecorded liability that was not present as of the opening balance sheet date of January 25, 2023, and the number of Contingent Shares was adjusted downward by 5,745 shares to reflect this change. As of December 31, 2023, there was a total of up to 252,288 Contingent Shares that may be issued pursuant to the terms of the purchase agreement.

The Contingent Shares were recorded as a liability at a fair value of approximately $2.1 million on the Acquisition Closing Date based on the fair value of Legacy Tigo’s common stock at the Acquisition Closing Date. The contingent shares liability is recorded in accrued expenses and other current liabilities within the condensed consolidated balance sheet.

On January 25, 2024, consistent with the terms of the purchase agreement, the Company issued the 12-month tranche of Contingent Shares, 166,271 shares of its Common Stock, to certain former equity holders of fSight. At January 25, 2024, the liability was revalued to $0.4 million based upon the Company’s Common Stock fair value per share at that date. A mark-to-market gain of $0.2 million was recorded upon the remeasurement at January 25, 2024. Additionally, on July 25, 2024, consistent with the terms of the purchase agreement, the Company issued the 18-month tranche of Contingent Shares, 86,017 shares of its Common Stock, to certain former equity holders of fSight. At July 25, 2024, the liability was revalued to $0.1 million, and the Company recognized a mark-to-market expense of $3,000 related to the remeasurement upon issuance of the final tranche of Contingent Shares. As of September 30, 2024, there are no Contingent Shares outstanding.

For the three months ended September 30, 2024, and 2023, the Company recognized a $3,000 mark-to-market expense and $3.0 million mark-to-market gain, respectively. For the nine months ended September 30, 2024, and 2023, the Company recognized a $0.2 million and $0.4 million mark-to-market expense, respectively. Mark-to-market expense and gains are recorded in the change in fair value of preferred stock warrant and contingent share liability financial statement line item within the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2024, and 2023.

The transaction was accounted for as a business combination pursuant to ASC Topic 805, Business Combinations, using the acquisition method of accounting and in conjunction with the acquisition, Legacy Tigo recognized $47,000 and $0.2 million of acquisition-related costs during the three and nine months ended September 30, 2023. The Company did not incur any expense associated with acquisition-related costs during the three and nine months ended September 30, 2024. The acquisition-related costs, which were expensed as incurred, are recorded in general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss.

The assets acquired and liabilities assumed were recorded at fair value as follows (in thousands):


Consideration transferred:
Fair value of common stock issued	$	10,974
Fair value of contingent shares		2,167
Deemed settlement of loan payable		527
Total consideration	$	13,668

Assets acquired:
Cash and cash equivalents	$	55
Accounts receivable		117
Property and equipment		9
Developed technology		1,820
Customer relationships		170
Goodwill		12,209
Total assets acquired	$	14,380
Liabilities assumed:
Accounts payable	$	418
Accrued expenses		294
Net assets acquired	$	13,668

Supplemental Pro Forma Information (Unaudited)


(in thousands)	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Net revenue	$	17,104	$	136,056
Net loss	$	29,056	$	13,644

Supplemental Information of Operating Results


(in thousands)	Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023
Net revenue	$	156		$	398
Net loss	$	(374	)	$	(931	)

Supplementary Balance Sheet Information - Summary of Selected Financial Data (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 664	$ 668
Finished goods	46,125	60,733
Inventory	$ 46,789	$ 61,401

Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 09, 2023	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Cash received from promissory note purchase agreement	$ 50,000
Convertible promissory note, interest rate	5.00%
Convertible promissory note, maturity date					Jan. 09, 2026
Convertible promissory note, frequency of periodic payment					interest is payable semiannually.
Convertible promissory note conversion, description					the Convertible Promissory Note may be converted at the option of the note holder into the Company’s common stock or an equivalent equity instrument resulting from a public company event. The conversion price is based on a pre-money valuation divided by the aggregate number of the Company’s outstanding shares at the issuance date and adjusted for any cash dividends paid on the Company’s capital stock. The conversion price and number of conversion shares are subject to standard anti-dilution adjustments. Upon a change of control event the note holder may (i) convert the Convertible Promissory Note immediately prior to the event into the Company’s common stock at a conversion price equal to the lesser of the Convertible Promissory Note’s original conversion price or the price per share of the Company’s common stock implied by the change of control event transaction agreement or (ii) require the redemption of the Convertible Promissory Note in cash, including the payment of a make-whole amount of all unpaid interest that would have otherwise been payable had the Convertible Promissory Note remained outstanding through the maturity date.
Note purchase agreement default description					The Note Purchase Agreement defines events of default as the occurrence of any one of the following; 1) a default in payment of any part of principal or unpaid accrued interest on the Convertible Promissory Note when due and payable; 2) the Company issues a written statement that it is unable to pay its debts as they become due, or the Company files a voluntary petition for bankruptcy or insolvency proceeding, the Company, or its directors or majority shareholders take action looking to the dissolution or liquidation of the Company; 3) the involuntary bankruptcy of the Company defined as the commencement of any proceeding against the Company seeking any bankruptcy reorganization; 4) the Company defaults on any of its performance obligations under the Note Purchase Agreement; 5) any material portion of the assets of the Company or any subsidiary of the Company is seized or a levy is filed against such assets; 6) a default that remains uncured on any other agreement evidencing the indebtedness of the Company or its subsidiaries for an amount of $10 million or more whose terms allow for the acceleration of the repayment of such indebtedness due to the consummation of the transactions contemplated in this Note Purchase Agreement.
Debt default amount uncured			$ 10,000		$ 10,000
Remeasurement of fair value of conversion options						$ 11,300
Change in fair value of derivative liability				$ (50,498)		(12,247)
Accrued interest					600
Debt discount			23,500		23,500
Amortization of debt issuance cost interest expense			$ 2,200	$ 2,200	$ 6,700	3,200
Repayment of from Series 2022-1 Notes						$ (20,833)
Series 2022-1 Notes
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ 200
Repayment of from Series 2022-1 Notes		$ 25,000
Debt fixed interest rate		5.50%

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	16. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Acquisition of Foresight Energy, Ltd. - Additional Information (Details) - USD ($)				3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 25, 2024	Jan. 25, 2024	Jan. 25, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Common stock issued (in Shares)			5,598,751	60,743,061		60,743,061		58,751,666
Acquisition related costs				$ 0	$ 47,000	$ 0	$ 200,000
Liability at a fair value				2,100,000		2,100,000
Liability revalued	$ 100,000	$ 400,000
Change in fair value business combination	$ 3,000,000	$ 200,000		$ 3,000	3,000,000	$ 200,000	400,000
Fair value			$ 11,000,000					$ 700,000	$ 1,400,000
Total consideration excluding consideration on loan			$ 13,200,000
Increase decrease on contingent shares issuable			5,745					252,288
Fair Value Guarantee
Business Acquisition [Line Items]
Common stock issued (in Shares)			737,233					368,617
fSight
Business Acquisition [Line Items]
Equity interest percentage			100.00%
Common stock issued (in Shares)	86,017	166,271
Common stock as converted basis of business combination			1,306,385
Net assets acquired			$ 13,668,000
Revenues					156,000		398,000
Net loss in business					$ (374,000)		$ (931,000)
Deemed settlement of loan payable			527,000
Total consideration			$ 13,668,000
fSight \| Fair Value Guarantee
Business Acquisition [Line Items]
Common stock as converted basis of business combination			172,022			86,011
fSight \| Developed Technology
Business Acquisition [Line Items]
Net assets acquired			$ 1,820,000
fSight \| Customer Relationships
Business Acquisition [Line Items]
Net assets acquired			$ 170,000

Acquisition of Foresight Energy, Ltd. - Summary of Provisional Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Details) - fSight $ in Thousands	Jan. 25, 2023 USD ($)
Consideration transferred:
Fair value of common stock issued	$ 10,974
Fair value of contingent shares	2,167
Deemed settlement of loan payable	527
Total consideration	13,668
Assets acquired:
Cash and cash equivalents	55
Accounts receivable	117
Property and equipment	9
Assets acquired	13,668
Goodwill	12,209
Total assets acquired	14,380
Liabilities assumed:
Accounts payable	418
Accrued expenses	294
Net assets acquired	13,668
Developed Technology
Assets acquired:
Assets acquired	1,820
Liabilities assumed:
Net assets acquired	1,820
Customer Relationships
Assets acquired:
Assets acquired	170
Liabilities assumed:
Net assets acquired	$ 170

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (13,117)	$ (11,321)	$ (11,506)	$ 29,056	$ (22,176)	$ 6,910	$ (35,944)	$ 13,790

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill balance	$ 12,200		$ 12,200
Intangible assets	1,989		1,989		$ 2,192
Amortization of intangible assets	$ 100	$ 100
Acquired intangible assets			$ 200	$ 200

- 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

Stock-Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield percentage			0.00%
Stock options percentage			110.00%
Shares reserved for future issuance	15,579,451		15,579,451
Aggregate intrinsic value (in Dollars)	$ 1,759,000		$ 1,759,000
Stock options, Options exercises			788,899
Unrecognized compensation expense (in Dollars)			$ 8,800,000
Weighted-average period			2 years 9 months 18 days
Aggregate intrinsic value of outstanding options	$ 2,090,000		$ 2,090,000
Stock options granted			2,355,844
Business acquisition shares exchange ratio	23.3335%	23.3335%	23.3335%	23.3335%
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value options per share (in Dollars per share)	$ 3.75		$ 3.75		$ 11.27
Unrecognized compensation cost	$ 7,100,000		$ 7,100,000
Stock-based compensation expense, recognition period			2 years
Performance Share Units,granted (shares)			2,369,213
Performance Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options vesting period			3 years
Fair value options per share (in Dollars per share)	$ 1.6		$ 1.6
Recognized compensation expense			$ 0
Unrecognized compensation cost	$ 0		$ 0
Performance Share Units,granted (shares)			1,869,602
2008 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Capital stock percentage			10.00%
Capital stock duration			10 years
2018 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Capital stock percentage			10.00%
Capital stock duration			10 years
Stock options percentage			100.00%
2023 Plan \| Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options vesting period			4 years
Stock options vesting percentage			25.00%
Stock options, Options vested			316,634
Stock options, Options exercises			0
2023 Plan \| Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options vesting period			3 years
2023 Plan \| Employees and Executives \| Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options, Options vested			2,369,213

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense and valuation allowances		$ 11,100,000
Income tax expense (benefit)	$ 0	$ 10,962,000	$ 16,000	$ 29,000
Effective tax rates	0.00%	27.40%	0.00%	0.00%
U.S. federal income tax rate	21.00%	21.00%	21.00%	21.00%

- 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
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-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
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: 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 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-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
-Subparagraph (SX 210.7-04(9))
-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
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 332	$ 325	$ 980	$ 802
Variable lease costs	103	99	343	234
Total lease cost	$ 435	$ 424	$ 1,323	$ 1,036

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

15.

Income Taxes

The Company’s income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The Company is subject to income taxes in both the United States and foreign jurisdictions. Significant judgment and estimates are required in determining the consolidated income tax expense.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. In the second quarter of 2023, the Company assessed all available positive and negative evidence placing the most weight on objectively verifiable information. As such, the Company’s cumulative profit position was given the most weight and, based on estimated future sources of taxable income, the Company determined that the future benefits were more likely than not to be realized and released the valuation allowance against U.S. federal net deferred tax assets. The Company continued to record a valuation allowance against its state net deferred tax assets which is primarily the state of California deferred tax assets.

As of the third quarter of 2023, management considered new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. In the third quarter of 2023, the Company and its industry overall experienced a significant change in outlook. As a result of the significant number of bankruptcies by installers, higher than expected order cancellations and pushouts, slower than expected installation rates, higher inventory levels in the channel and a general slowdown in the macroeconomic environment in the third quarter of 2023, the Company assessed all available positive and negative evidence and determined that its U.S. federal net deferred tax asset is no longer more likely than not realizable and recorded a valuation allowance against its U.S. federal net deferred tax assets. In making this determination, the Company placed the most weight on objectively verifiable information which was the Company’s cumulative loss position. As a result, the Company recorded a tax expense and valuation allowance of $11.1 million on the basis of managements’ reassessment of the amount of its deferred tax assets that were more likely than not to be realized. As of September 30, 2024, the Company has maintained this position.

There was no income tax expense and $11.0 million of income tax expense for the three months ended September 30, 2024, and 2023, respectively. Income tax expense was $16,000 and $29,000 for the nine months ended September 30, 2024, and 2023, respectively.

The effective tax rates for the three months ended September 30, 2024, and 2023 were 0.0% and 27.4%, respectively. The effective tax rates for the nine months ended September 30, 2024, and 2023 was 0.0%. The item that had the most significant impact on the difference between the statutory U.S. federal income tax rate of 21.0% and the effective tax rate for the three and nine months ended September 30, 2024, was the valuation allowance which offset the tax benefit of book losses. The item that had the most significant impact on the difference between the statutory U.S. federal income tax rate of 21% and the effective tax rate for the three months ended September 30, 2023, was the discrete tax expense of recording valuation allowance against U.S. net deferred tax assets. The item that had the most significant impact on the difference between the statutory U.S. federal income tax rate of 21% and the effective tax rate of 0.0% for the nine months ended September 30, 2023, was the change in valuation allowance which offset the tax benefit of book losses.

- 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
-SubTopic 10
-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
-SubTopic 10
-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
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

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

+ Details

Goodwill and Intangible Assets - Summary of Intangible Assets by Major Asset Class (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross	$ 2,440	$ 2,440
Accumulated Amortization	(451)	(248)
Net Book Value	$ 1,989	$ 2,192
Patents
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	6 years 8 months 12 days	6 years 8 months 12 days
Gross	$ 450	$ 450
Accumulated Amortization	(119)	(65)
Net Book Value	$ 331	$ 385
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	10 years	10 years
Gross	$ 170	$ 170
Accumulated Amortization	(28)	(16)
Net Book Value	$ 142	$ 154
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	10 years	10 years
Gross	$ 1,820	$ 1,820
Accumulated Amortization	(304)	(167)
Net Book Value	$ 1,516	$ 1,653

- 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

Long-Term Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following (in thousands):


	September 30, 2024			December 31, 2023
Convertible Promissory Note	$	50,000		$	50,000
Less: unamortized debt discount and issuance costs		(11,725	)		(18,430	)
Long-term debt, net of unamortized debt discount and issuance costs	$	38,275		$	31,570

Convertible Promissory Notes

On January 9, 2023, the Company entered into the Note Purchase Agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l. (“L1 Energy”) pursuant to which the Company issued the Convertible Promissory Note in the aggregate principal amount of $50.0 million (the “Convertible Promissory Note”). Outstanding borrowings under the Convertible Promissory Note bears interest at a rate of 5.0% per year. The principal amount of the Convertible Promissory Note is due at the maturity date of January 9, 2026, and interest is payable semiannually. As of September 30, 2024, there was $0.6 million of accrued interest in the condensed consolidated balance sheet.

Under the terms of the Note Purchase Agreement, the Convertible Promissory Note may be converted at the option of the note holder into the Company’s common stock or an equivalent equity instrument resulting from a public company event. The conversion price is based on a pre-money valuation divided by the aggregate number of the Company’s outstanding shares at the issuance date and adjusted for any cash dividends paid on the Company’s capital stock. The conversion price and number of conversion shares are subject to standard anti-dilution adjustments. Upon a change of control event the note holder may (i) convert the Convertible Promissory Note immediately prior to the event into the Company’s common stock at a conversion price equal to the lesser of the Convertible Promissory

Note’s original conversion price or the price per share of the Company’s common stock implied by the change of control event transaction agreement or (ii) require the redemption of the Convertible Promissory Note in cash, including the payment of a make-whole amount of all unpaid interest that would have otherwise been payable had the Convertible Promissory Note remained outstanding through the maturity date. The Company’s obligations under the Note Purchase Agreement may be accelerated, subject to customary grace and cure periods, upon the occurrence of an event of default. The Note Purchase Agreement defines events of default as the occurrence of any one of the following; 1) a default in payment of any part of principal or unpaid accrued interest on the Convertible Promissory Note when due and payable; 2) the Company issues a written statement that it is unable to pay its debts as they become due, or the Company files a voluntary petition for bankruptcy or insolvency proceeding, the Company, or its directors or majority shareholders take action looking to the dissolution or liquidation of the Company; 3) the involuntary bankruptcy of the Company defined as the commencement of any proceeding against the Company seeking any bankruptcy reorganization; 4) the Company defaults on any of its performance obligations under the Note Purchase Agreement; 5) any material portion of the assets of the Company or any subsidiary of the Company is seized or a levy is filed against such assets; 6) a default that remains uncured on any other agreement evidencing the indebtedness of the Company or its subsidiaries for an amount of $10 million or more whose terms allow for the acceleration of the repayment of such indebtedness due to the consummation of the transactions contemplated in this Note Purchase Agreement.

As a result of the Business Combination, the conversion options were bifurcated and accounted for as derivatives. Upon recognition, the Company recorded the conversion options at fair value and associated debt discount of $23.5 million. On September 24, 2023, the Company and L1 Energy entered into the Convertible Note Amendment which modified the conversion terms of the Convertible Promissory Notes. As of September 24, 2023, the fair value of the conversion options was remeasured to $11.3 million. The resulting change in fair value was recorded in the Company’s condensed consolidated statement of operation and comprehensive (loss) income. Subsequently, the convertible note derivative liability was reclassified to an equity classified derivative and was recorded into additional paid-in capital on the Company’s condensed consolidated balance sheet.

Future aggregate principal maturities of long-term debt are as follows as of September 30, 2024 (in thousands):


Remainder of 2024	$	—
2025		—
2026		50,000
2027		—
2028		—
Thereafter		—
	$	50,000

Series 2022-1 Notes

In January 2023, concurrently with the Convertible Promissory Note transaction, the Company repaid the Series 2022-1 Notes issued in January 2022 with a principal amount of $25.0 million at a fixed interest rate of 5.5% per year (“Series 2022-1 Notes”) in full with the proceeds from the Convertible Promissory Note and wrote off $0.2 million of unamortized debt issuance costs related to the previously outstanding Series 2022-1 Notes, which are included in loss on debt extinguishment on the condensed consolidated statements of operations and comprehensive loss.

Net (Loss) Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Summary of Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share to common stockholders:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except share and per share data)	2024			2023			2024			2023
Basic net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$	(13,117	)	$	29,056		$	(35,944	)	$	10,391
Undistributed earnings to preferred stock stockholders		—			—			—			(4,574	)
Net (loss) income attributable to common stockholders – basic	$	(13,117	)	$	29,056		$	(35,944	)	$	5,817
Weighted-average shares of common stock outstanding – basic		60,608,934			58,408,441			60,130,249			31,070,476
Net (loss) earnings per share of common stock – basic	$	(0.22	)	$	0.50		$	(0.60	)	$	0.19

Diluted net (loss) earnings per common share calculation:
Net (loss) income attributable to common stockholders	$	(13,117	)	$	29,056		$	(35,944	)	$	10,391
Reverse: interest expense and change in fair value on derivative liability		—			(47,623	)		—			(7,196	)
Net (loss) income attributable to common stockholders - diluted		(13,117	)		(18,567	)		(35,944	)		3,195
Undistributed earnings to preferred stock stockholders		—			—			—			(1,406	)
Net (loss) income attributable to common stockholders – diluted		(13,117	)		(18,567	)		(35,944	)		1,789
Weighted-average shares of common stock outstanding – basic		60,608,934			58,408,441			60,130,249			31,070,476
Outstanding options and restricted stock units		—			3,727,831			—			3,472,940
Legacy Tigo warrants and common stock warrants		—			927,049			—			813,569
Convertible promissory note		—			5,305,437			—			5,130,532
Weighted-average shares of common stock – diluted		60,608,934			68,368,758			60,130,249			40,487,517
Net (loss) earnings per share of common stock – diluted	$	(0.22	)	$	(0.27	)	$	(0.60	)	$	0.04

Summary of Anti-dilutive Shares Outstanding


	As of September 30,
	2024		2023
Outstanding stock options and restricted stock units		5,329,471		—
Convertible promissory note		5,305,861		—
		10,635,332		—

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($)
$ in Thousands

Total

Convertible Preferred Stock

Preferred Stock

Convertible Preferred Stock

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive (loss) Income

Balance, before retroactive conversion

$ (55,692)

$ 87,140

$ 2

$ 6,521

$ (62,215)

$ 0

Retroactive application

$ (1)

Retroactive application, shares

^[1]

(152,677,720)

(17,972,432)

Balance, before retroactive conversion, shares

^[1]

199,145,285

23,442,353

Beginning balance at Dec. 31, 2022

(55,692)

$ 87,140

$ 1

6,522

(62,215)

Beginning balance, shares at Dec. 31, 2022

^[1]

46,467,565

5,469,921

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options, shares

^[1]

140,545

Stock-based compensation expense

366

Issuance of common stock in connection with the acquisition of fSight, shares

^[1]

1,306,385

Issuance of common stock in connection with the acquisition of fSight

10,077

Unrealized gain (loss) resulting from change in fair value of marketable securities

Net (loss) income

6,910

Ending balance, shares at Mar. 31, 2023

^[1]

46,467,565

6,916,851

Ending balance at Mar. 31, 2023

(38,233)

$ 87,140

$ 1

17,057

(55,305)

Beginning balance at Dec. 31, 2022

(55,692)

$ 87,140

$ 1

6,522

(62,215)

Beginning balance, shares at Dec. 31, 2022

^[1]

46,467,565

5,469,921

Net (loss) income

13,790

Ending balance, shares at Sep. 30, 2023

^[1]

58,733,366

Ending balance at Sep. 30, 2023

75,827

$ 6

136,983

(61,006)

(156)

Beginning balance at Mar. 31, 2023

(38,233)

$ 87,140

$ 1

17,057

(55,305)

Beginning balance, shares at Mar. 31, 2023

^[1]

46,467,565

6,916,851

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options, shares

^[1]

10,784

Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes

(91)

Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes, shares

^[1]

(11,832)

Stock-based compensation expense

497

Unrealized gain (loss) resulting from change in fair value of marketable securities

(195)

Convertible preferred stock dividends, shares

^[1]

1,258,055

Convertible preferred stock dividends

12,581

(12,581)

Issuance of preferred stock upon exercise of preferred warrants

2,008

Issuance of preferred stock upon exercise of preferred warrants, shares

^[1]

193,372

Conversion of convertible preferred stock into common stock in connection with the Business Combination

87,140

$ (87,140)

$ 5

87,135

Conversion of convertible preferred stock into common stock in connection with the Business Combination, shares

^[1]

(47,918,992)

47,918,992

Issuance of common stock upon exercise of common warrants, shares

^[1]

1,491,229

Purchase price adjustment in connection with the fSight acquisition

897

Issuance of common stock upon Business Combination, shares

1,818,519

Issuance of common stock upon Business Combination, value

573

Net (loss) income

(22,176)

Ending balance, shares at Jun. 30, 2023

^[1]

58,144,543

Ending balance at Jun. 30, 2023

30,434

$ 0

$ 6

120,671

(90,062)

(181)

Issuance of common stock upon exercise of stock options

106

Issuance of common stock upon exercise of stock options, shares

^[1]

264,277

Issuance of common stock upon exercise of common stock warrants, net of issuance costs and payments to warrant holders of non-redeemed warrants

3,653

Issuance of common stock upon exercise of common stock warrants, net of issuance costs and payments to warrant holders of non-redeemed warrants, shares

^[1]

324,546

Reclassification of convertible note derivative liability to equity

11,279

Stock-based compensation expense

1,274

Unrealized gain (loss) resulting from change in fair value of marketable securities

Net (loss) income

29,056

Ending balance, shares at Sep. 30, 2023

^[1]

58,733,366

Ending balance at Sep. 30, 2023

75,827

$ 6

136,983

(61,006)

(156)

Beginning balance at Dec. 31, 2023

62,824

$ 6

138,657

(75,780)

(59)

Beginning balance, shares at Dec. 31, 2023

58,751,666

Issuance of common stock upon exercise of stock options

250

Issuance of common stock upon exercise of stock options, shares

755,016

Stock-based compensation expense

2,505

Issuance of common stock in connection with the acquisition of fSight, shares

166,271

Issuance of common stock in connection with the acquisition of fSight

239

Issuance of common stock in connection with employee incentive restricted stock awards, shares

685,213

Unrealized gain (loss) resulting from change in fair value of marketable securities

Net (loss) income

(11,506)

Ending balance, shares at Mar. 31, 2024

60,358,166

Ending balance at Mar. 31, 2024

54,324

$ 6

141,651

(87,286)

(47)

Beginning balance at Dec. 31, 2023

$ 62,824

$ 6

138,657

(75,780)

(59)

Beginning balance, shares at Dec. 31, 2023

58,751,666

Issuance of common stock upon exercise of stock options, shares

788,899

Net (loss) income

$ (35,944)

Ending balance, shares at Sep. 30, 2024

60,743,061

Ending balance at Sep. 30, 2024

33,469

$ 6

145,184

(111,724)

Beginning balance at Mar. 31, 2024

54,324

$ 6

141,651

(87,286)

(47)

Beginning balance, shares at Mar. 31, 2024

60,358,166

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options, shares

13,821

Stock-based compensation expense

1,703

Unrealized gain (loss) resulting from change in fair value of marketable securities

Net (loss) income

(11,321)

Ending balance, shares at Jun. 30, 2024

60,371,987

Ending balance at Jun. 30, 2024

44,740

$ 6

143,364

(98,607)

(23)

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options, shares

20,062

Stock-based compensation expense

1,786

Issuance of common stock in connection with the acquisition of fSight, shares

86,017

Issuance of common stock in connection with the acquisition of fSight

136

Issuance of common stock in connection with employee incentive restricted stock awards, shares

362,458

Shares withheld for taxes upon restricted stock awards vesting

(114)

Shares withheld for taxes upon restricted stock awards vesting, shares

(97,463)

Unrealized gain (loss) resulting from change in fair value of marketable securities

Net (loss) income

(13,117)

Ending balance, shares at Sep. 30, 2024

60,743,061

Ending balance at Sep. 30, 2024

$ 33,469

$ 6

$ 145,184

$ (111,724)

$ 3

[1]	The shares of the Company’s common and redeemable convertible preferred stock prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 0.233335 established in the Business Combination as described in Note 3.

Nature of Operations

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

Tigo Energy, Inc. (f/k/a Roth CH Acquisition IV Co.) and subsidiaries (together, the “Company”) consists of Tigo Energy, Inc. (“Tigo”), its wholly-owned direct and indirect subsidiaries: Tigo Energy MergeCo, Inc. (f/k/a Tigo Energy, Inc.) (“Legacy Tigo”), Tigo Energy Brasil Ltda., Tigo Energy Philippines Inc., Tigo Energy Israel Ltd., Tigo Energy AI Ltd. (f/k/a Foresight Energy, Ltd. (“fSight”)), Tigo Energy Italy SRL, Tigo Energy Systems Trading (Suzhou) and Tigo Energy Australia Pty Ltd. Prior to the consummation of the Business Combination (as defined below), the operations of the Company were conducted through Legacy Tigo. Legacy Tigo was incorporated in Delaware in 2007 and commenced operations in 2010.

The Company provides solar and energy storage solutions, including module level power electronics (“MLPE”) designed to maximize the energy output of individual solar modules, delivering more energy, active management, and enhanced safety for utility, commercial, and residential solar arrays. The Company is headquartered in Campbell, California with offices in Europe, Asia and the Middle East.

Entry into a Material Definitive Agreement

On December 5, 2022, Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ROCG (“Merger Sub”), and Legacy Tigo, entered into an Agreement and Plan of Merger, as amended on April 6, 2023 (the “Merger Agreement”), pursuant to which, among other transactions, on May 23, 2023 (the “Closing Date”), Merger Sub merged with and into Legacy Tigo (the “Merger”), with Legacy Tigo surviving the Merger as a wholly-owned subsidiary of ROCG (the Merger, together with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, ROCG changed its name to “Tigo Energy, Inc.”

Please refer to Note 3 “Merger with Roth CH Acquisition IV Co.” for additional details regarding the Business Combination.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Pursuant to the Business Combination, the merger between ROCG and Legacy Tigo was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, ROCG was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. The net assets of ROCG are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Tigo. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Closing Date, have been retroactively recasted as shares reflecting the exchange ratio established in the Business Combination. Please refer to Note 3 “Merger with Roth CH Acquisition IV Co.” for additional details regarding the Business Combination.

The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other income, net in the condensed consolidated statements of operations and comprehensive (loss) income and were not material for the three and nine months ended September 30, 2024, and 2023.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly Tigo’s condensed consolidated balance sheet as of September 30, 2024 and its condensed consolidated statements of operations and comprehensive (loss) income, cash flows, and convertible preferred stock and changes stockholders’ equity (deficit) for the three and nine months ended September 30, 2024, and 2023. Operating results for the three

and nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024. The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2023, has been derived from the audited consolidated balance sheet as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 21, 2024.

Supplementary Balance Sheet Information

9 Months Ended

Sep. 30, 2024

Disclosure Text Block Supplement [Abstract]

Supplementary Balance Sheet Information

Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):


Inventory	September 30, 2024		December 31, 2023
Raw materials	$	664	$	668
Finished goods		46,125		60,733
Inventory	$	46,789	$	61,401

The inventory reserve was $4.9 million and $1.0 million as of September 30, 2024, and December 31, 2023, respectively. The Company recorded charges to cost of goods sold of $3.4 million and $4.0 million for the three and nine months ended September 30, 2024, respectively, and $1.8 million for the three and nine months ended September 30, 2023, to write down the carrying value of finished goods inventories to their estimated net realizable value.


Property and equipment, net	Estimated Useful Life	September 30, 2024		December 31, 2023
Machinery and equipment	7 years	$	6,047	$	5,810
Vehicles	5 years		31		31
Computer software	5 years		212		192
Computer equipment	5 years		602		574
Furniture and fixtures	5 years		216		216
Leasehold improvements	3 - 6 years		465		457
			7,573		7,280
Less: Accumulated depreciation			4,529		3,822
Property and equipment, net		$	3,044	$	3,458

For the three months ended September 30, 2024, and 2023 the Company recorded depreciation expense of $0.2 million in the condensed consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2024, and 2023 the

Company recorded depreciation expense of $0.7 million and $0.6 million, respectively, in the condensed consolidated statements of operations and comprehensive loss.


Accrued expenses and other current liabilities	September 30, 2024		December 31, 2023
Accrued vacation	$	1,029	$	856
Accrued compensation		1,399		2,514
Accrued interest		562		1,222
Accrued professional fees		752		409
Accrued warehouse and freight		838		1,001
Accrued other(1)		1,535		1,974
Other current liabilities(2)		28		705
Accrued expenses and other current liabilities	$	6,143	$	8,681

(1)

Accrued other as of September 30, 2024, and December 31, 2023, primarily consist of accrued expenses related to legal expense, insurance expense and sales discounts.

(2)

Other current liabilities as of December 31, 2023, primarily consist of the contingent shares’ liability related to the acquisition of fSight in Q1 2023. See Note 4 for additional information.


Allowance for credit losses	September 30, 2024			December 31, 2023
Allowance for credit losses, beginning balance	$	4,011		$	76
Net charges to (recovery) or expense		(1,535	)		3,960
Write-offs, net of recoveries		(142	)		(25	)
Allowance for credit losses, ending balance	$	2,334		$	4,011

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2024. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical information and various other assumptions that are believed to be reasonable under the circumstances. Examples of such estimates include, among other things, the valuation of share-based awards, the recoverability of long-lived assets, the assessment of intangible assets and goodwill for impairment, provisions for warranty and expected credit losses, inventory obsolescence, sales returns, future price concessions, valuation allowances and the estimated useful lives of plant and equipment and acquired intangible assets. Actual results may materially differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information as it becomes available. Recently Issued Accounting Pronouncements not yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, although retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2025. In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of certain climate-related financial metrics in registrant’s audited financial statements, and, for certain registrants, disclosure regarding such registrant’s greenhouse gas emissions. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. The Company is currently evaluating the impact of these rules on the Company’s financial statements and related disclosures.