Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.21.2
Stockholders' Equity
 9 Months Ended
Sep. 30, 2021
Equity [Abstract]  
Stockholders' Equity 16. Stockholders’ Equity
Class A Common Stock
As of September 30, 2021, the Company was authorized to issue 300.0 million shares of class A common stock and 100.0 million shares of preferred stock.
Issued and outstanding stock as of September 30, 2021 consisted of 116.1 million and 113.3 million shares of class A common stock, respectively. The par value of each share of the class A common stock is $0.0001 per share.
The Company had reserved shares of class A common stock for issuance in connection with the following:
September 30, December 31,
2021 2020
(in thousands)
Common stock warrants (as exercised for class A common stock) treated as equity 1,770  12,312 
Stock options outstanding 2,344  3,489 
Restricted stock units outstanding 9,158  — 
Public Warrants (as exercised for class A common stock) treated as liability 15,813  — 
Private Placement Warrants (as exercised for class A common stock) treated as liability 8,325  — 
Shares available for future grant 146,474  13,787 
Total class A common stock reserved 183,884  29,588 

The Company has approximately 2.4 million Sponsor Earn-Out Shares that are subject to specific lock-up provisions and potential forfeitures depending upon the post-Merger performance of the Company's class A common stock, and therefore, are required to be recorded as liabilities at their fair value and adjusted to fair value at each reporting period. The Sponsor Earn-Out Shares have the following provisions:
Terms
Contractual Life
Seven years from the closing date of the Merger
Release Provision
Exactly half of the Sponsor Earn-Out Shares have a release provision ("Release") at such time that the volume weighted average price ("VWAP") is equal to, or greater than, $15.00 per share for ten of any twenty consecutive trading days. The remaining Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $17.50 per share for the of any twenty consecutive trading days. There is an additional provision for acceleration of the Release upon a defined change in control.
Forfeiture Provision
If, within the seven year period, the Sponsor Earn-Out Shares have not met the Release provisions, the Sponsor Earn-Out Shares will automatically forfeit and be cancelled.
As a result, the Company recorded a long-term liability of $15.4 million as of September 30, 2021 and a loss on fair value of $2.2 million in both the three and nine months ended September 30, 2021.