SAFE Notes

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

SAFE Notes

SAFE Notes

The Company issued Simple Agreement for Future Equity (“SAFE”) notes to investors. During the nine months ended September 30, 2021, the Company issued SAFE notes to investors in exchange for aggregate proceeds of $30.9 million. On August 12, 2021, as a result of the Business Combination, all of the Company’s outstanding SAFE notes, representing principal of $78 million and a fair value of $136 million on the conversion date, converted into 12,403,469 shares of Class A common stock of the combined company.

Prior to conversion, the Company determined that the SAFE notes were not a legal form of debt (i.e., no creditors’ rights). The SAFE notes included a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which was outside the control of the Company. The provision required the SAFE notes be classified as marked-to-market liabilities pursuant to ASC 480. As of September 30, 2021 and December 31, 2020, the estimated fair value of the SAFE notes classified as liabilities was zero and $314.4 million, respectively. The income (loss) reported from the decrease (increase) in the estimated fair value of the SAFE notes, including those

issued during the period, was $26.9 million and $209.3 million for the three and nine months ended September 30, 2021, respectively, and $(99.1) million and $(102.7) million for the three and nine months ended September 30, 2020, respectively. These amounts are included in other income (expense).