Private Placement (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

Upon execution of the FPA Amendment in December 2023, the Company recognized a loss on amendment to forward purchase contract as set forth below (in thousands):

	Loss on Amendment
Reduction of subscription receivable	$	15,123
Reduction in forward purchase derivative liabilities	(14,181)
Shareholder receivable	(500)
Loss on amendments to financial instruments, net	$	442

Upon execution of the Q1 2024 FPA Amendments, the Company recognized a loss on amendment to forward purchase contract as set forth below (in thousands):

	Loss on Amendment
Reduction of subscription receivable	$	2,764
Reduction in forward purchase derivative liabilities	(1,418)
Cash received in connection with the amendments	(950)
Loss on amendments to financial instruments, net	$	396

Upon execution of the Q3 2024 FPA Amendments, the Company recognized a gain on amendment to forward purchase contract as set forth below (in thousands):

	Gain on Amendment
Reduction of subscription receivable	$	(10,389)
Reduction in forward purchase derivative liabilities	10,897
Cash received in connection with amendments	1,162
Gain on amendments to financial instruments, net	$	1,670

The following presents a reconciliation of the subscription receivable and forward purchase derivative liabilities during the nine months ended September 30, 2024 (in thousands):

	Total Subscription Receivable		Total Forward Purchase Derivative Liabilities
Balance at December 31, 2023	$	17,792	$	15,804
Loss on amendments to financial instruments, net	(2,764)		(1,418)
Change in fair value of financial instruments	—		(535)
Sales and settlement of forward purchase contracts	(4,639)		(3,766)
Balance at March 31, 2024	10,389		10,085
Additional subscriptions	317		258
Change in fair value of financial instruments	—		168
Balance at June 30, 2024	10,706		10,512
Additional subscriptions	308		415
Loss on amendments to financial instruments, net	(10,389)		(10,897)
Change in fair value of financial instruments	—		462
Sales and settlement of forward purchase contracts	(374)		(374)
Ending balance at September 30, 2024	$	251	$	118

All other terms and conditions remained unchanged.

A gain on amendment was recognized as set forth below (in thousands):

	PIPE Warrant Amendment
Cash proceeds	$	250
Reduction in PIPE Warrant derivative liability	429
Gain on amendment of PIPE warrant agreement	$	679

Schedule of Sales of FPA Shares and Proceeds to the Company

The following table summarizes the sales of FPA Shares and proceeds to the Company as of September 30, 2024 (in thousands):

	Sales of FPA Shares
Total sales of FPA Shares	$	3,001
Shortfall Sales	(2,127)
Proceeds received from sales of FPA Shares	$	874