Stockholders' Equity

9 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity

. Stockholders' Equity

Common Stock

On the Closing Date, in connection with the Merger, the Company amended and restated its certificate of incorporation to authorize 1,490,000,000 shares of common stock, of which 1,140,000,000 shares are designated Class A common stock and 350,000,000 shares are designated Class B common stock, each with a par value of $0.0001 per share. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and automatically converts into one share of Class A common stock upon transfer (except for certain permitted transfers).

The Company has the following shares of common stock outstanding:

	December 31,		March 31,
	2022		2022
Class A common stock: (par value $0.0001)
Authorized		1,140,000,000		1,140,000,000
Issued and outstanding(1)(2)		288,629,645		228,174,718
Class B common stock: (par value $0.0001)
Authorized		350,000,000		350,000,000
Issued and outstanding		168,531,838		220,637,603

(1)As of March 31, 2022, the Class A common stock included 12,713,750 shares held by VGAC founders (“Lock-Up Shares”) that would be released from the lock-up one year after the Closing Date. In August 2022, following the one-year anniversary of the Closing Date, the Lock-Up Shares were released and distributed to certain VGAC founders.

(2)As of December 31, 2022 and March 31, 2022, the Class A common stock included 3,814,125 shares held by VGAC founders (“Earn-Out Shares”) that are subject to a lock-up of seven years from the Closing Date. The lock-up has an early release effective (i) with respect to 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $12.50 per share for any 20 trading days within any 30-trading-day period, and (ii) with respect to the other 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $15.00 per share for any 20 trading days within any 30-trading-day period; provided that the transfer restrictions applicable to the Earn-Out Shares will terminate on the date following the closing date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (a “Liquidation Event”), if such Liquidation Event occurs prior to the date that the stock price thresholds referenced in (i) and (ii) are met. As of December 31, 2022, the Company did not meet any earn out thresholds. The Earn-Out Shares are issued and outstanding Class A common shares that cannot be forfeited, and as such meet the criteria for equity classification in accordance with ASC 505, Equity.

Reserve for Issuance

The Company has the following shares of Class A common stock reserved for future issuance, on an as-if-converted basis:

	December 31,		March 31,
	2022		2022
Outstanding stock options		69,089,621		73,609,565
Outstanding restricted stock units		27,745,454		10,676,378
Remaining shares available for future issuance under 2021 Incentive Equity Plan		42,512,084		48,895,572
Remaining shares available for future issuance under Employee Stock Purchase Plan		10,289,663		11,420,000
Total shares of common stock reserved		149,636,822		144,601,515

Preferred Stock

Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. The Company’s Board of Directors has the authority to issue shares of the preferred stock in one or more series and to determine the preferences, privileges, and restrictions, including voting rights, of those shares. As of December 31, 2022 and March 31, 2022, no shares of preferred stock were issued and outstanding.