Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2021

23. Fair Value of Financial InstrumentsRecurring basis

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, as well as indicate the fair value hierarchy level of the valuation techniques and inputs that the Company utilized to determine such fair value:


December 31, 2021	Quoted Prices in Active Markets		Significant Other Observable Input		Significant Other Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Liabilities
Public Warrants	8,697		—		—
Private Placement Warrants	—		—		3,496
Sponsor Shares	—		—		4,732
	$	8,697	$	—	$	8,228


December 31, 2020	Quoted Prices in Active Markets		Significant Other Observable Input		Significant Other Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Liabilities
Series B Preferred Stock Warrants	$	—	$	—	$	508
Series C Preferred Stock Warrants	—		—		50
	$	—	$	—	$	558

The carrying values of the following financial instruments approximated their fair values as of December 31, 2021 and 2020 based on their maturities: cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, leases payable and other current liabilities.

There were no transfers into or out of any of the levels of the fair value hierarchy during the years ended December 31, 2021 or 2020.

The following is a summary of changes in the fair value of the Level 3 liabilities during the year ended December 31, 2021:


	Bridge Notes		Consent Fee Liability		Sponsor Shares		Private Placement Warrants		Class A Common Stock Warrants		Preferred Stock Warrant Series B and C
	(in thousands)
Balance, January 1, 2021	$	—	$	—	$	—	$	—	$	—	$	558
Issuance of financial instruments carried at fair value	—		—		—		—		18,800
Liability recorded at fair value	77,033		2,715		17,659		14,902		—		—
Loss (gain) from changes in fair value	64		(251)		(12,927)		(11,406)		19,529		1,568
Settlement(1)	(77,097)		(2,464)		—		—		(38,329)		(2,126)
Balance, December 31, 2021	$	—	$	—	$	4,732	$	3,496	$	—	$	—

1.Bridge Notes were converted to class A common stock, Consent fees were settled for cash and all warrants were exercised.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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