Warrants

3 Months Ended

Mar. 31, 2024

Other Liabilities Disclosure [Abstract]

Warrants

Warrants

As of March 31, 2024 and December 31, 2023, there were 7,140,808 public warrants outstanding. Public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrant. Holders of public warrants are entitled to purchase one share of Class A Common Stock for every 25 public warrants. The exercise price associated with such warrants is equivalent to $287.50 per share of Class A Common Stock. The public warrants became exercisable on November 15, 2021. The public warrants will expire on October 15, 2026, or earlier upon redemption or liquidation. We may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the consolidated balance sheets.

During the three months ended March 31, 2024 and March 31, 2023, we did not receive any proceeds from the exercise of the public warrants. We recognized a gain from the change in fair value of the warrant liability associated with the public warrants during the three months ended March 31, 2024 of $9.0 million. We recognized a loss from the change in fair value of the warrant liability associated with the public warrants during the three months ended March 31, 2023 of $1.0 million.

In connection with the Concurrent Offerings (see Note 10), we issued and sold to the Third-Party Purchasers an aggregate of 1,396,701 shares of the Company’s Class A Common Stock, including 196,701 shares of Class A Common Stock issued upon exercise of certain of the Pre-Funded Warrants (as defined below) prior to the Third-Party Closing, Class 1 Warrants (“Class 1 Warrants”) to purchase an aggregate of 922,722 shares of Class A Common Stock, Class 2 Warrants (“Class 2 Warrants”) to purchase an aggregate of 922,722 shares of Class A Common Stock and Pre-Funded Warrants (“Pre-Funded Warrants”) to purchase an aggregate of 448,742 shares of Class A Common Stock.

Concurrently, under the terms of the ICE Offering we entered into a securities purchase agreement (the “ICE Purchase Agreement” and, together with the Third-Party Purchase Agreement, the “Purchase Agreements”) with ICE, pursuant to which we agreed to sell to ICE Class 1 Warrants to purchase up to 230,680 shares of Class A Common Stock and Class 2 Warrants to purchase up to 230,680 shares of Class A Common Stock. The consummation of the transactions contemplated by the ICE Purchase Agreement (the “ICE Closings”) occurred on March 4, 2024 and April 25, 2024. At the ICE Closing, pursuant to the ICE Purchase Agreement, we issued and sold to ICE 461,361 shares of Class A Common Stock, Class 1 Warrants to purchase an aggregate of 230,680 shares of Class A Common Stock, and Class 2 Warrants to purchase an aggregate of 230,680 shares of Class A Common Stock

The Class 1 and Class 2 warrants have an exercise price of $25.50 and have a five-and-a-half year term. The Class 1 and Class 2 warrants may be exercised at any time after the 6 month anniversary of the relevant closing. The Class 2 warrant agreement contains an alternative exercise clause that entitles the holder to exchange two warrants for a share of stock if certain conditions are met. The Class 1 and Class 2 warrants issued in the Concurrent Offerings are initially recorded as a liability at fair value and reflected as “Warrant liability” in the consolidated balance sheets. The warrants issued on March 4, 2024 were valued at $27.7 million using a monte-carlo model. As of March 31, 2024, all Class 1 Warrants and Class 2 Warrants remain outstanding. As of March 31, 2024, holders have exercised all of the Pre-Funded Warrants. As of March 31, 2024, proceeds received from the exercise of Pre-Funded Warrants were immaterial. We

recognized a gain from the change in fair value of the warrant liability associated with the Class 1 and Class 2 warrants during the three months ended March 31, 2024 of $7.6 million.