Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

At-the-market offering

On March 15, 2022, the Company implemented an ATM Program by entering into an At Market Issuance Sales Agreement (“Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”). Under the terms of the Sales Agreement, the Company may from time to time through the Agent, acting as sales agent or principal, offer and sell shares of its Class A common stock, par value $0.0001 per share, having a gross sales price of up to $500.0 million. Shares of common stock sold under the Sales Agreement were issued pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-257567) that the SEC declared effective on July 13, 2021, including the prospectus, dated July 13, 2021, and the prospectus supplement, dated March 15, 2022. The Company received total gross proceeds, before deducting fees and expenses of the ATM Program, of $138.6 million from the sale of 89,553,584 shares of the Company’s common stock, and approximately $361.4 million of shares of common stock remain available for future issuance under the Sales Agreement. Net proceeds, after deducting commissions and fees of $5.0 million were $133.5 million.

On June 2, 2023, the Company filed a prospectus supplement reactivating the ATM Program and updating the amount of shares that the Company may sell through the ATM Program to an aggregate offering price of up to $361.4 million. On November 17, 2023, the Company again began accessing the ATM Program, and as of December 31, 2023, sold an additional 523,328 shares of common stock for aggregate gross proceeds, before commissions and offering expenses, of $1.1 million.

On March 19, 2024, the Company filed a prospectus supplement subject to Instruction I.B.6. to Form S-3, which is referred to as the baby shelf rule. Pursuant to the baby shelf rule, as long as the Company’s public float is less than $75.0 million, it may not sell more than the equivalent of one-third of its public float during any 12 consecutive months. The prospectus supplement updated the remaining amount of shares that the Company may sell through the ATM Program to an aggregate offering price of up to $15.3 million. During the three months ended March 31, 2024, the Company sold 517,688 shares of common stock for aggregate gross proceeds, before commissions and offering expenses, of $1.2 million.

As of March 31, 2024 and December 31, 2023, there were $14.8 million and $360.3 million, respectively, gross sales price of common stock available for issuance under the ATM Program. The net proceeds from the ATM Program have been, and are expected to be used for general corporate purposes, which may include the repayment, refinancing, redemption, or repurchase of existing indebtedness, exploration, working capital, or capital expenditures and other investments.

On April 11, 2024, the Company’s public float exceeded the $75.0 million baby shelf threshold, and thus, the Company is no longer subject to its limitations.

Equity Classified Warrants

The following tables summarize the Company’s outstanding equity classified warrants included in Additional paid-in capital on the Condensed Consolidated Balance Sheets (in thousands, except warrant amounts):

	Balance at December 31, 2023			Warrant Issuances			Transfers from 5-Year Private Warrants			Balance at March 31, 2024
	Warrants	Amount		Warrants	Amount		Warrants	Amount		Warrants	Amount
5-Year Public Warrants	33,424,476	$	29,539	—	$	—	—	$	—	33,424,476	$	29,539
Public Offering Warrants	9,583,334	12,938		—	—		—	—		9,583,334	12,938
Private Placement Offering Warrants	46,816,480	25,604					—	—		46,816,480	25,604
Total	89,824,290	$	68,081	—	$	—	—	$	—	89,824,290	$	68,081

	Balance at December 31, 2022			Transfers from 5-Year Private Warrants(1)			Balance at March 31, 2023
	Warrants	Amount		Warrants	Amount		Warrants	Amount
5-Year Public Warrants	25,163,383	$	28,954	6,176,794	$	531	31,340,177	$	29,485
Public Offering Warrants	9,583,334	12,938		—	—		9,583,334	12,938
Private Placement Offering Warrants	46,816,480	25,604		—	—		46,816,480	25,604
Total	81,563,197	$	67,496	6,176,794	$	531	87,739,991	$	68,027

(1)On November 14, 2023, the Company effectuated a 1-for-10 reverse stock split, after which 10 warrants were required to purchase one share of common stock.

The following table summarizes additional information on the Company’s outstanding warrants as of March 31, 2024:

	Exercise price		Exercise period	Expiration date	Warrants outstanding
5-Year Public Warrants	$	11.50	5 years	May 29, 2025	33,424,476
Public Offering Warrants	$	10.50	5 years	October 6, 2025	9,583,334
Private Placement Offering Warrants	$	1.068	5 years	March 15, 2027	46,816,480