Annual report [Section 13 and 15(d), not S-K Item 405]

Stockholders' Equity

v3.25.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity
17. Stockholders’ Equity
Class A Common Stock
As of December 31, 2024, 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 December 31, 2024 consisted of 31.0 million and 30.7 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:
December 31, December 31,
2024 2023
(in thousands)
Common stock warrants (exercisable for Class A common stock) treated as equity 221  221 
Stock options outstanding 876  1,043 
Restricted stock units outstanding 2,419  2,016 
Public Warrants (exercisable for Class A common stock) treated as liability 1,977  1,977 
Private Placement Warrants (exercisable for Class A common stock) treated as liability 3,091  3,091 
Shares available for future grant 260,456  273,797 
Total Class A common stock reserved 269,040  282,145 
The Company has approximately 0.3 million Sponsor 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 (the “Lock-Up Sponsor Shares”), and therefore are required to be recorded as derivative liabilities at their fair value and adjusted to fair value at each reporting period. As a result, as of December 31, 2024 and 2023, the Company's derivative liabilities in the consolidated balance sheets included Sponsor Shares of $1.7 million and $1.3 million, respectively. The Company recorded a $0.4 million loss on derivatives in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2024 related to the fair value adjustments of these Sponsor Shares. The Sponsor Shares have the following provisions:
Terms
Contractual Life
Seven years from the closing date of the Merger
Release Provision
Exactly half of the Lock-Up Sponsor Shares have a release provision (“Release”) at such time that the volume weighted average price (“VWAP”) is equal to, or greater than, $120.00 per share for ten of any twenty consecutive trading days. The remaining Lock-Up Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $140.00 per share for ten 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 Lock-Up Sponsor Shares have not met the Release provisions, the Lock-Up Sponsor Shares will automatically forfeit and be cancelled.