Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.22.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2022
Equity [Abstract]  
Stockholders' Equity 11. Stockholders’ Equity
Class A Common Stock
As of March 31, 2022, 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 March 31, 2022 consisted of 120.5 million and 117.9 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:
March 31, December 31,
2022 2021
(in thousands)
Common stock warrants (exercisable for class A common stock) treated as equity 1,770  1,770 
Stock options outstanding 4,607  5,022 
Restricted stock units outstanding 7,106  10,959 
Public Warrants (exercisable for class A common stock) treated as liability 15,813  15,813 
Private Placement Warrants (exercisable for class A common stock) treated as liability 8,325  8,325 
Shares available for future grant 141,873  140,951 
Total class A common stock reserved 179,494  182,840 
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 derivative liabilities at their fair value and adjusted to fair value at each reporting period. As a result, as of March 31, 2022 and December 31, 2021, the Company's unaudited condensed consolidated balance sheets included a derivative liability of $2.3 million and $4.7 million, respectively. The Company recorded $2.5 million in gain (loss) on derivatives in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 related to the fair value adjustments of these Sponsor Earn-Out Shares. 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.