FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2022

The table below presents information regarding financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy reflecting the valuation techniques utilized to determine fair value.


	Fair Value Hierarchy
March 31, 2022	Level 1		Level 2		Level 3
Assets –cash & cash equivalents	$	69,935	$	—	$	—
Assets –restricted cash	2,768		—		—
Total Assets	$	72,703	$	—	$	—
Liabilities:
Forward purchase option derivative	$	—	$	—	$	17,609
Earnout liability	—		—		20,145
Public Warrants	13,841		—		—
Private Warrants	—		5,979		—
Total Liabilities	$	13,841	$	5,979	$	37,754


December 31, 2021	Level 1		Level 2		Level 3
Assets –cash & cash equivalents	$	105,027	$	—	$	—
Assets –restricted cash	2,767		—		—
Total assets	$	107,795	$	—	$	—
Liabilities:
Forward purchase option derivative	$	—	$	—	$	4,203
Earnout liability	—		—		27,134
Common stock warrants	15,396		—		—
Preferred stock warrants	—		6,649		—
Total liabilities	$	15,396	$	6,649	$	31,337


Level 3 Rollforward	Forward purchase option derivative		Earnout liability
Beginning balances	$	4,203	$	27,134
Additions	—		—
Changes in fair value	13,406		(6,989)
Ending balances	$	17,609	$	20,145

The Company’s Level 3 financial liabilities include the forward purchase option derivative and earnout liability, which is comprised of (i) the contingent consideration related to the MaxDelivery acquisition (See Note 1) and (ii) the Sponsor Earnout Shares (See Note 2). The fair value of each instrument was estimated using a Monte-Carlo Simulation. The Company measures the fair value at each reporting period, with subsequent revisions to be recorded in the Condensed Consolidated Statement of Operations. Refer to Application of Critical Accounting Policies and Estimates within the Company’s Annual Report on Form 10-K for further detail on the valuations.

There were no transfers between levels during the reporting periods. All significant Level 3 fair value hierarchy were recorded during the periods ended March 31, 2022 and December 31, 2021.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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