Annual report pursuant to Section 13 and 15(d)

Warrants and Derivatives (Tables)

v3.23.1
Warrants and Derivatives (Tables)
12 Months Ended
Dec. 31, 2022
Disclosure of Warrants and Derivatives [Abstract]  
Schedule of Fair Value of Liability Classified Warrants And Derivatives Recorded In Warrant Liabilities

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

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

(in thousands, except share and per share amounts)

 

Number of Issuable Shares as of
December 31, 2022

 

 

Issuance

 

Maturity

 

Exercise/Conversion Price

 

 

2022

 

 

2021

 

Inducement Warrants

 

 

-

 

 

March 2021

 

March 2041

 

$

0.01

 

 

$

-

 

 

$

5,631

 

Public Warrants

 

 

19,221,960

 

 

March 2021

 

March 2027

 

$

11.50

 

 

 

1,922

 

 

 

-

 

Private Placement Warrants

 

 

78,000

 

 

March 2021

 

March 2027

 

$

11.50

 

 

 

8

 

 

 

-

 

FP Combination Warrants

 

 

8,291,704

 

 

March 2022

 

March 2027

 

$

10.00

 

 

 

18,573

 

 

 

-

 

2027 Warrants

 

 

17,253,279

 

 

October 2022

 

October 2027

 

$

2.898

 

 

 

13,707

 

 

 

-

 

Conversion Option Derivative

 

 

35,092,695

 

 

October 2022

 

October 2027

 

$

2.898

 

 

 

5,740

 

 

 

-

 

Warrant and derivative liabilities

 

 

79,937,638

 

 

 

 

 

 

 

 

 

$

39,950

 

 

$

5,631

 

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:

 

 

 

 

December 31,

 

(in thousands)

 

 

 

2022

 

 

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

 

Schedule of Liability-Classified Warrants and Derivatives

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

(in thousands)

 

Current Warrant
and Derivative
Liabilities

 

 

Warrant and Derivative
Liabilities

 

 

Total

 

Balance as of December 31, 2020

 

$

-

 

 

$

-

 

 

$

-

 

Initial recognition as discount on debt

 

 

14,240

 

 

 

2,519

 

 

$

16,759

 

Initial recognition as deferred debt commitment costs

 

 

42,247

 

 

 

-

 

 

 

42,247

 

Initial recognition as 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

)

Balance as of December 31, 2021

 

$

68,518

 

 

$

5,631

 

 

$

74,149

 

Initial recognition from Tailwind Two Merger

 

 

-

 

 

 

13,124

 

 

 

13,124

 

Initial recognition as discount on debt

 

 

-

 

 

 

59,487

 

 

 

59,487

 

Change in fair value of warrant and derivative liabilities

 

 

13,342

 

 

 

(56,642

)

 

 

(43,300

)

Reclassification of current warrant and derivative liabilities to warrant and derivative 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

)

Balance as of December 31, 2022

 

$

-

 

 

$

39,950

 

 

$

39,950