Warrant Liability |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
| Warrant Liability | Warrant Liability In connection with the Business Combination, the Company assumed from SilverBox 11,499,974 public warrants (the "Public Warrants") and 6,266,667 private placement warrants (the "Private Placement Warrants" and, together with the Public Warrants, the "Warrants"). Each Warrant entitles its holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments.
Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $18.00.
Under the terms of the warrant agreement, the Warrants are redeemable:
•in whole and not in part;
•at a price of $0.01 per warrant;
•upon a minimum of 30 days' prior written notice of redemption, or the 30-day requirement period, to each warrant holder; and
•if, and only if, the closing price of Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day before the Company sends notice of redemption to the warrant holders (the “Reference Value”).
Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $10.00.
Once the Warrants become exercisable, the Warrants are redeemable:
•in whole and not in part;
•at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption;
•if, and only if, the closing price of Class A Common Stock equals or exceeds $10.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day before the Company sends notice of redemption to the warrant holders.
•if, and only if, the Reference Value is less than $18.00 per share then the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants.
In May 2022, the Company redeemed all of its outstanding Warrants. During the redemption period, the holders of Warrants had the option to exercise the Warrants on a “cashless” basis to receive 0.361 shares of Class A Common Stock per Warrant in lieu of receiving the redemption price. In connection with the redemption, 11,396,726 Public Warrants and 6,266,667 Private Placement Warrants, representing approximately 99% of the Public Warrants and 100% of the Private Placement Warrants, respectively, were exercised on a cashless basis in exchange for an aggregate of 6,376,346 shares of Class A Common Stock. A total of 103,218 Public Warrants remained unexercised in May 2022 and such unexercised Public Warrants were redeemed for an aggregate redemption price of $10, representing a redemption price of $0.10 per Warrant. Following the redemption, the Company had no Warrants outstanding. In connection with the redemption, the Warrants ceased trading on the New York Stock Exchange and were delisted.
The Warrant liabilities were initially measured at fair value at the closing of the Business Combination and subsequently remeasured at the end of the each reporting period. The changes in fair value of the Warrant liabilities were recorded as Non-operating income (expense), net in the unaudited consolidated statement of operations.
The following table is a summary of the Warrants changes in fair value and the reported balances:
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