Capital Stock — The Company is authorized to issue 426.0 million shares of capital stock, consisting of (i) 200.0 million shares of Class A common stock, par value $0.0001 per share, (ii) 25.0 million shares of Class B common stock, par value $0.0001 per share, and (iii) 200.0 million shares of Class C common stock, par value $0.0001 per share and (iv) 1.0 million shares of preferred stock, par value $0.0001 per share.

Common Shares — Each holder of Class A Common Stock (“Class A”) is entitled to one vote for each Class A share held of record. Holders of shares of Class C Common Stock (“Class C”) have no such voting rights and, as such, shall not have the right to receive notice of, attend at or vote on any matters on which stockholders generally are entitled to vote. Class C shares have a right of conversion that upon sale or other transfer convert to Class A shares. In April 2021, a shareholder exercised such right of conversion and converted 3.6 million Class C shares for 3.6 million Class A shares. As previously noted, we sold approximately 5.3 million shares of Class A common stock in the May 2021 Equity Offering for net proceeds of $103.4 million.

Preferred Shares — The Company’s charter authorizes 1.0 million shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. As of June 30, 2021, the Company had no preferred stock outstanding.

Warrants — On August 6, 2020, we commenced (i) an offer to each holder of our outstanding public warrants, forward purchase warrants, and private placement warrants (collectively, the “Warrants”), each to purchase shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), the opportunity to receive 0.22 shares of Class A common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”), and (ii) the solicitation of consents (the “Consent Solicitation”) from holders of the public warrants and the forward purchase warrants to amend the Warrant Agreement, dated as of January 17, 2018, by and between the Company and Continental Stock Transfer & Trust Company, which governs all of the Warrants (the “Warrant Amendment”). The approved Warrant Amendment permitted the Company to require that each warrant that is outstanding subsequent to the expiration of the Offer be converted into 0.198 shares of Class A common stock. The Offer resulted in a valid tendering of 20.0 million Warrants, or approximately 99.7% of the Warrants, resulting in 4.4 million shares of Class A common stock issued in exchange for said Warrants. As a result of the low number of Warrants remaining outstanding following the Offer, the NYSE delisted the remaining Warrants. The remaining 60,493 Warrants were exchanged at the 0.198 ratio for 11,977 shares of Class A common stock on September 21, 2020. We paid an immaterial amount for fractional shares converted to cash. No Warrants remained after the exchanges.

Outstanding Shares — At June 30, 2021 and December 31, 2020, the Company had the following shares of common stock outstanding:


	June 30, 2021						December 31, 2020
	Class A		Class C		Total Common		Class A		Class C		Total Common
Shares outstanding not subject to an earn-out agreement		78,469,923		2,921,099		81,391,022		62,888,606		5,779,910		68,668,516
Shares subject to $15.00 earn-out		-		-		-		2,940,336		-		2,940,336
Shares subject to $12.50 earn-out		-		-		-		3,018,617		731,383		3,750,000
Shares subject to $12.25 earn-out		-		-		-		157,500		-		157,500
Total		78,469,923		2,921,099		81,391,022		69,005,059		6,511,293		75,516,352

Translation adjustment—Translation adjustments recorded are a component of accumulated other comprehensive income (loss) in shareholders’ equity. The effects of translating financial statements of foreign operations into the Company’s reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss) which is net of tax, where applicable.