Annual report pursuant to Section 13 and 15(d)

Equity Instruments (Tables)

v3.23.1
Equity Instruments (Tables)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Equity [Abstract]    
Schedule of Shares of Common Stock Reserved for Issuance
Shares of common stock reserved for issuance on an “as if converted” basis were as follows:
December 31,
2022 2021
(share data)
Common stock warrants 13,145,000  13,075,000 
Shares available for future grant under 2021 Equity Incentive Plan 20,861,294  17,533,471 
Reserved for employee stock purchase plan 5,495,601  3,663,277 
Total shares of common stock reserved
39,501,895  34,271,748 
 
Schedule of Warrants for Shares of Stock Warrants for shares of common stock consisted of the following:
December 31, 2022
Issue Date Expiration Date Number of Warrants Exercise Price per warrant Fair Value on Issue Date per warrant
Fair Value on December 31, 2022
(In thousands)
Private Placement Warrants - Common Stock 12/02/2020 09/29/2026 4,450,000  $11.50 $2.00 $ 888 
2022 Private Warrant - Common Stock 07/25/2022 07/24/2034 70,000  $2.56 $2.43 $ 109 
Public Warrants - Common Stock 12/02/2020 09/29/2026 8,625,000  $11.50 $3.30 $ 1,748 
13,145,000  $ 2,745 
December 31, 2021
Issue Date Expiration
Date		 Number of
Warrant		 Exercise
Price per warrant		 Fair Value on Issue Date per warrant Fair Value on December 31, 2021
(In thousands)
Private Placement Warrants - Common Stock 12/02/2020 09/29/2026 4,450,000  $11.50 $2.00 $ 7,387 
Public Warrants - Common Stock 12/02/2020 09/29/2026 8,625,000  $11.50 $3.30 $ 14,318 
13,075,000  $ 21,705 
 
Warrant Liability Rollforward
December 31,
2022 2021
(In thousands)
Beginning Balance $ 21,705  $ — 
Issuance of warrants upon the reverse recapitalization —  21,051 
Issuance of common stock warrant in connection with financing 170  — 
Gain (loss) on fair value of warrants (19,129) 654 
Ending Balance $ 2,745  $ 21,705 
The liability for warrants on redeemable convertible preferred stock (carried at fair value) was as follows:
December 31,
2021
(In thousands)
Beginning Balance $ 181 
Change in fair value (Other income (expense), net) 4,484 
Exercise of warrants (Redeemable preferred convertible stock) (4,665)
Ending Balance $ — 
Fair Value Assumptions
The fair value assumptions used in the Monte Carlo simulation model for the recurring valuation of the private placement common stock warrant liability were as follows:
As of December 31, 2022
As of December 31, 2021
Current stock price $1.79 $7.81
Expected volatility 68.0% 40.5%
Risk-free interest rate 4.1% 1.2%
Dividend yield —% —%
Expected term (in years) 3.75 4.75
The fair value assumptions used in the Black-Scholes simulation model for the recurring valuation of the 2022 Private Warrant liability were as follows:
As of December 31, 2022
Current stock price $1.79
Expected volatility 86.9%
Risk-free interest rate 3.9%
Dividend rate —%
Expected Term (years) 11.57
Assumptions used in the fair value of the contingent earnout liabilities are described below.
As of December 31, 2022
 As of December 31, 2021
Current stock price $1.79 $7.81
Expected volatility 89.9% 52.5%
Risk-free interest rate 4.1% 1.2%
Dividend yield —% —%
Expected Term (years) 3.75 4.75
 
Rollforward of Contingent Earnout Liabilities
The rollforward for the contingent earnout liabilities was as follows:
December 31,
2022 2021
(In thousands)
Beginning Balance $ 111,487  $ — 
Issuance of contingent earnout liability upon the reverse capitalization
 —  120,763 
Change in fair value of contingent earnout liabilities (94,073) (9,275)
Ending Balance $ 17,414  $ 111,487