General form of registration statement for all companies including face-amount certificate companies

Stockholder's Equity

v3.21.2
Stockholder's Equity
 9 Months Ended 12 Months Ended
Sep. 30, 2021
Dec. 31, 2020
Stockholder's 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      248,617
  
 
 
     
 
 
  
Total class A common stock reserved
      183,884      264,418
  
 
 
     
 
 
  
 
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.
16.
Stockholders’ Equity
Common Stock
As of December 31, 2020, the Company is authorized to issue
 300.0 
million shares of class A Common Stock and
 100.0 
million of preferred stock.
Issued and outstanding stock as of December 31, 2020 consists 
of 35.6 
million and 
34.7 
million shares of Class A Common Stock respectively. The par value of each of the common stock is 
$0.0001 per share.
The Company had reserved shares of Class A Common Stock for issuance in connection with the following:
 
 
  
December 31,
 
 
  
2020
 
  
2019
 
 
  
(in thousands)
 
Class A Common Stock warrants (as converted to Class A Common Stock)
  
 
12,312
 
  
 
11,551
 
Stock options outstanding
  
 
3,489
 
  
 
3,856
 
Shares available for future grant
  
 
248,617
 
  
 
253,519
 
  
 
 
 
  
 
 
 
Total Class A Common Stock reserved
  
 
264,418
 
  
 
268,926
 
  
 
 
 
  
 
 
 
 
Warrants
Outstanding Warrants
The Company has 12.3 million class A common stock warrants outstanding which have an exercise price of $0.01 and expiration dates from January 10, 2022 to October 31, 2029. These warrants are equity classified and are included in additional paid-in capital in the consolidated balance sheets.