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Stockholders’ Equity (Tables)
12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
Schedule of authorized, issued and outstanding stock
   December 31, 2022 
  

Authorized
Shares

   Issued
Shares
 
Preferred Stock   10,000,000    
 
Class A Common Stock   815,000,000    563,346,216 
Class B Common Stock   75,000,000    64,000,588 
    900,000,000    627,346,804 

 

   December 31, 2021 
  

Authorized
Shares

   Issued
Shares
   Shares to be
Issued
   Total Issued
and to be
Issued
Shares
 
Preferred Stock   10,000,000    
    
    
 
Class A Common Stock   750,000,000    168,693,323    89,152,130    257,845,453 
Class B Common Stock   75,000,000    
    64,000,588    64,000,588 
    835,000,000    168,693,323    153,152,718    321,846,041 

 

Schedule of outstanding warrants to purchase
   Number of
Warrants
   Exercise
Price
   Expiration
Date
SPA Warrants(1)   346,453,115   $0.23   Various through September 23, 2029
ATW NPA Warrants(2)   76,804,450   $0.23   Various through August 10, 2028
Other warrants   29,454,593   $0.23   August 5, 2027
Public Warrants(3)   23,540,988   $11.50   July 21, 2026
Private Warrants(4)   111,131   $11.50   July 21, 2026
Total   476,364,277         

 

(1)The warrants were issued pursuant to the SPA and recorded at fair value at each issuance date and at each reporting date.

 

(2)The ATW NPA Warrants were exercised in full after the balance sheet date (see Note 18, Subsequent Events).

 

On September 23, 2022, the Company and Purchasers of the ATW NPA Notes entered into an agreement to place a total of 31,118,718 outstanding warrants related to the Optional Notes and the June 2021 Notes (see Note 10, Notes Payable) into a warrant reserve with an exercise price now set to $0.6427 per warrant (“Warrant Reserve”). Upon the completion of certain milestones and conditions, the Company may elect a forced conversion clause settleable in cash through January 23, 2023 on the warrants, requiring the warrant holders to exercise their warrants on a cash basis in exchange for newly issued shares of the Company’s Class A Common Stock. The aggregate exercise price of the Warrant Reserve is $20,000. The remaining outstanding warrants not in the Warrant Reserve but also issued pursuant to the Optional Notes and the June 2021 Notes totaling 29,158,364 warrants, are agreed to have their exercise price set at $0.50 per warrant. As described in Note 18. Subsequent Events, the holders exercised all ATW NPA Warrants and as a result the Company’s right to force the exercise of such warrants terminated.

 

The amendment of the warrants issued pursuant to the Optional Notes and the June 2021 Notes, which set the exercise price to $0.50 per warrant, resulted in the recognition of expense of $1,238 in Change in fair value measurements in the unaudited Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022.

 

(3)During 2022, PSAC Sponsor transferred 563,420 Private Warrants to unaffiliated third-party purchasers on the open market. Upon such transfer the transferred warrants became subject to identical terms to the Public Warrants underlying the units offered in the initial public offering of PSAC. Therefore, upon their transfer the Company classified the warrants to APIC at their fair value.

 

(4)The Private Warrants are recorded in Other liabilities, less current portion in the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021.

 

   Number of
warrants
   Exercise
Price
   Expiration
Date
Public Warrants   22,977,568   $11.50   July 21, 2026
Private Warrants(1)   674,551   $11.50   July 21, 2026
Other warrants   4,544,258   $10.00   Various through August 10, 2028
Total   28,196,377         

 

(1)The Private Warrants are recorded in Other liabilities, less current portion in the Consolidated Balance Sheet as of December 31, 2021.