Tailwind Two Acquisition Corp. General form of registration statement for all companies including face-amount certificate companies

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

Warrants and Derivatives (Tables)

Warrants and Derivatives (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Disclosure of Warrants and Derivatives [Abstract]

Summary of Fair values of Liability Classified Warrants and Derivatives Recorded in Warrant Liabilities

The fair values of liability-classified warrants recorded in warrant liabilities on the condensed consolidated balance sheets as of the presented dates were as follows:


(in thousands, except share and per share amounts)	Number of Issuable Shares as of March 31, 2022		Issuance		Maturity		Exercise Price		March 31, 2022		December 31, 2021
Inducement Warrants		—		March 2021		March 2041	$	0.01	$	—	$	5,631
Public Warrants		11,499,960		March 2021		March 2027	$	11.50		5,750		—
Private Placement Warrants		7,800,000		March 2021		March 2027	$	11.50		3,900		—
FP Combination Warrants		8,291,704		March 2022		March 2027	$	10.00		25,966		—

Warrant liabilities		27,591,664							$	35,616	$	5,631

The fair values of liability-classified warrants and derivatives recorded in warrant liabilities on the consolidated balance sheets as of December 31, 2021 were as follows:

(in thousands, except share amounts)

Number of
Issuable Shares

Issuance

Maturity

Fair Value

Inducement Warrants

17,230

March 2021

March 2041

5,631

Warrant liabilities

5,631

Summary of Fair values of Liability Classified Warrants and Derivatives Recorded in Accrued Expenses and Other Current Liabilities

The fair values of liability-classified warrants and derivatives recorded in accrued expenses and other current liabilities on the consolidated balance sheets as of the presented dates were as follows:


(in thousands)	March 31, 2022		December 31, 2021
FP Pre-Combination Warrants	$	—	$	2,546
Pre-Combination Warrants		—		849
FP Combination Warrants		—		27,682
Combination Warrants		—		7,602
FP Combination Equity		—		24,110
Combination Equity		—		5,729

Current warrant and derivative liabilities	$	—	$	68,518

The fair values of liability-classified warrants and derivatives recorded in accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2021 were as follows:


(in thousands)	Fair Value
FP Pre-Combination Warrants	$	2,546
Pre-Combination Warrants		849
FP Combination Warrants		27,682
Combination Warrants		7,602
FP Combination Equity		24,110
Combination Equity		5,729

Current warrant and derivative liabilities	$	68,518

Summary Of Fair Value Liability Classified Warrants and Derivatives Measured on Recurring Basis Unobservable Input Reconciliation

The changes in fair value of liability-classified warrants and derivatives during the three months ended March 31, 2022 were as follows:


(in thousands)	Current Warrant and Derivative Liabilities			Warrant Liabilities			Total
Beginning balance	$	68,518		$	5,631		$	74,149
Initial recognition from Tailwind Two Merger		—			13,124			13,124
Change in fair value of warrant and derivative liabilities		13,342			(1,489	)		11,853
Reclassification of current warrant and derivative liabilities to warrant liabilities		(25,966	)		25,966			—
Reclassification of liability-classified warrants and derivatives to equity-classified		(11,007	)		—			(11,007	)
Net settlement of liability-classified warrants into common stock		—			(7,616	)		(7,616	)
Issuance of contingently issuable shares		(44,887	)		—			(44,887	)

Ending balance	$	—		$	35,616		$	35,616

The changes in fair value of liability-classified warrants and derivatives during 2021 were as follows:


(in thousands)	Current Warrant and Derivative Liabilities			Warrant Liabilities		Total
Beginning balance	$	—		$	—	$	—
Initial recognition from discount on debt		14,240			2,519		16,759
Initial recognition from deferred debt commitment costs		42,247			—		42,247
Initial recognition from loss on extinguishment of debt		15,002			1,857		16,859
Change in fair value of warrant and derivative liabilities		(2,971	)		1,255		(1,716	)

Ending balance	$	68,518		$	5,631	$	74,149