Warrant Liabilities

3 Months Ended

Mar. 31, 2023

The following tables summarize the Company’s outstanding warrants (in thousands, except warrant amounts):


	Balance at			Fair Value			Transfers to			Balance at
	December 31, 2022			Adjustments(1)			5-Year Public Warrants			March 31, 2023
	Warrants	Amount		Warrants	Amount		Warrants	Amount		Warrants	Amount
5-Year Private Warrants	9,126,515	$	786	—	$	(122)	(6,176,794)	$	(531)	2,949,721	$	133


	Balance at			Fair Value			Balance at
	December 31, 2021			Adjustments(1)			March 31, 2022
	Warrants	Amount		Warrants	Amount			Warrants	Amount
5-Year Private Warrants	9,478,830	$	664	—	$	5,308		9,478,830	$	5,972
Seller Warrants	12,721,901	5		—	13			12,721,901	18
Total	22,200,731	$	669	—	$	5,321		22,200,731	$	5,990

(1)Liability classified warrants are subject to fair value remeasurement at each balance sheet date in accordance with FASB Accounting Standard Codification (“ASC”) Topic 814-40, Contracts on Entity’s Own Equity. As a result, fair value adjustments related exclusively to the Company’s liability classified warrants. See Note 18 – Fair Value Measurements for further detail on the fair value of the Company’s liability classified warrants.

The following table summarizes additional information on the Company’s outstanding warrants as of March 31, 2023:

Exercise Price

Exercise Period

Expiration Date

Warrants Outstanding(1)

5-Year Private Warrants

11.50

5 years

May 29, 2025

2,949,721

(1)On October 22, 2022, the Seller Warrants expired pursuant to their terms and as of such time were no longer exercisable or outstanding. The remaining warrants outstanding totaled 9,403,629 at the time of expiration.

5-Year Private Warrants

The 5-Year Private Warrants cannot be redeemed and can be exercised on a cashless basis if the 5-Year Private Warrants are held by the initial purchasers or their permitted transferees. If the 5-Year Private Warrants are transferred to someone other than the initial purchasers or their permitted transferees, such warrants become redeemable by the Company under substantially the same terms as the 5-Year Public Warrants. Since the original issue of private warrants, transfers from 5-Year Private Warrants totaled 7,290,279, including 6,176,794 during the three months ended March 31, 2023, and therefore became classified as 5-Year Public Warrants.