WARRANT LIABILITIES	3 Months Ended
Mar. 31, 2023
Equity and Warrant Liabilities [Abstract]
WARRANT LIABILITIES	5. WARRANT LIABILITIES Sponsor Warrants As of March 31, 2023 and December 31, 2022, eight million Sponsor Warrants were issued and outstanding. Public Warrants As of March 31, 2023 and December 31, 2022, 16,128,238 and 16,145,279, respectively, Public Warrants were issued and outstanding. 2020 PIPE Warrants As of March 31, 2023 and December 31, 2022, 4,996,667 and 5,000,000, respectively, 2020 PIPE Warrants were issued and outstanding. Exchange Agreements Between March 13 and March 15, 2023, the Company entered into separate privately negotiated warrant exchange agreements (the “Exchange Agreements”) with certain holders of its Public and Sponsor Warrants to exchange for the Company’s common shares: (i) 15,286,824 Public Warrants, (ii) 928,003 Sponsor Warrants from certain non-affiliates, and (iii) 3,055,906 Sponsor Warrants from certain affiliates. The exchange ratio for the Public and Sponsor Warrants from non-affiliates is determined over a thirty-trading day period using a volume-weighted average price measurement. For each Public and Sponsor Warrant from non-affiliates exchanged, the Company will issue a number of common shares equal to the quotient of the warrant price of $1.912 divided by the common share price of $10.74 or an initial exchange ratio of 0.178, with the maximum exchange ratio at the completion of the 30-day volume-weighted average price (“VWAP”) period being no greater than 0.220. The Sponsor warrants from affiliates are exchanged at a fixed exchange ratio of 0.175. Such ratio reflects a price per warrant of $1.62 (representing a 10% discount to the price per warrant used in the exchange ratio for the Public Warrants and non-affiliate holders of Sponsor Warrants) and a price of $10.74 per Common Share. Affiliated holders of Sponsor Warrants also agreed not to transfer Common Shares issuable upon such exchange for a period of 60 days commencing on March 14, 2023. The Exchange Agreements executed in connection with such exchanges contain terms substantially similar to the terms set forth the Public Warrants. If certain corporate events that constitute a Fundamental Change (as defined in the Exchange Agreements) occur prior to the Closing Date (as defined in the Exchange Agreements), then the Public and Sponsor Warrant holders may in their sole discretion, but only prior to the Closing Date, terminate the Exchange Agreements and not participate in the Exchange at any time after a Fundamental Change event. Based on Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Equity (ASC Topic 815), instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be classified as liabilities. The Company has concluded that the Warrants exchanged pursuant the Exchange Agreements do not meet the conditions to be classified as equity under the Standard until the exchange occurs. Therefore, the Exchanged Warrants continue to be classified as liabilities at the estimated fair values as of March 31, 2023, and the changes in the estimated fair value were reported in the statement of operations. The exchanges closed on April 25 and 26, 2023. Following the closing of the above transactions, the Company exchanged an aggregate of 15,286,824 Public Warrants (or 95% of the outstanding Public Warrants) and 3,983,909 Sponsor Warrants (or 50% of the outstanding Sponsor Warrants). See Note 13 “Subsequent Events” for further detail.

WARRANT LIABILITIES

3 Months Ended

Mar. 31, 2023

Equity and Warrant Liabilities [Abstract]

5. WARRANT LIABILITIES

Sponsor Warrants

As of March 31, 2023 and December 31, 2022, eight million Sponsor Warrants were issued and outstanding.

Public Warrants

As of March 31, 2023 and December 31, 2022, 16,128,238 and 16,145,279, respectively, Public Warrants were issued and outstanding.

2020 PIPE Warrants

As of March 31, 2023 and December 31, 2022, 4,996,667 and 5,000,000, respectively, 2020 PIPE Warrants were issued and outstanding.

Exchange Agreements

Between March 13 and March 15, 2023, the Company entered into separate privately negotiated warrant exchange agreements (the “Exchange Agreements”) with certain holders of its Public and Sponsor Warrants to exchange for the Company’s common shares: (i) 15,286,824 Public Warrants, (ii) 928,003 Sponsor Warrants from certain non-affiliates, and (iii) 3,055,906 Sponsor Warrants from certain affiliates.

The exchange ratio for the Public and Sponsor Warrants from non-affiliates is determined over a thirty-trading day period using a volume-weighted average price measurement. For each Public and Sponsor Warrant from non-affiliates exchanged, the Company will issue a number of common shares equal to the quotient of the warrant price of $1.912 divided by the common share price of $10.74 or an initial exchange ratio of 0.178, with the maximum exchange ratio at the completion of the 30-day volume-weighted average price (“VWAP”) period being no greater than 0.220.

The Sponsor warrants from affiliates are exchanged at a fixed exchange ratio of 0.175. Such ratio reflects a price per warrant of $1.62 (representing a 10% discount to the price per warrant used in the exchange ratio for the Public Warrants and non-affiliate holders of Sponsor Warrants) and a price of $10.74 per Common Share. Affiliated holders of Sponsor Warrants also agreed not to transfer Common Shares issuable upon such exchange for a period of 60 days commencing on March 14, 2023. The Exchange Agreements executed in connection with such exchanges contain terms substantially similar to the terms set forth the Public Warrants.

If certain corporate events that constitute a Fundamental Change (as defined in the Exchange Agreements) occur prior to the Closing Date (as defined in the Exchange Agreements), then the Public and Sponsor Warrant holders may in their sole discretion, but only prior to the Closing Date, terminate the Exchange Agreements and not participate in the Exchange at any time after a Fundamental Change event. Based on Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Equity (ASC Topic 815), instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be classified as liabilities. The Company has concluded that the Warrants exchanged pursuant the Exchange Agreements do not meet the conditions to be classified as equity under the Standard until the exchange occurs. Therefore, the Exchanged Warrants continue to be classified as liabilities at the estimated fair values as of March 31, 2023, and the changes in the estimated fair value were reported in the statement of operations.

The exchanges closed on April 25 and 26, 2023. Following the closing of the above transactions, the Company exchanged an aggregate of 15,286,824 Public Warrants (or 95% of the outstanding Public Warrants) and 3,983,909 Sponsor Warrants (or 50% of the outstanding Sponsor Warrants). See Note 13 “Subsequent Events” for further detail.