ORDINARY SHARES AND ORDINARY SHARE WARRANTS

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

ORDINARY SHARES AND ORDINARY SHARE WARRANTS

ORDINARY SHARES AND ORDINARY SHARE WARRANTS

As of March 31, 2024, 839,999,998 shares with no par value are authorized, of which, 6,666,666 shares are designated as Preferred Shares, 666,666,666 shares are designated as Class A Ordinary Shares, and 166,666,666 shares are designated as Class B Ordinary Shares. As of March 31, 2024, the Company had 5,000,000 Preferred Shares outstanding, 57,950,053 Class A Ordinary Shares outstanding and 12,652,310 Class B Ordinary Shares outstanding.

The rights of the holders of each class of Ordinary Shares are identical, except with respect to voting. Each Class A Ordinary Share is entitled to one vote per share. Each Class B Ordinary Share is entitled to 10 votes per share. Class B Ordinary Shares may be converted at any time at the option of the stockholder and automatically convert upon sale or transfer to a Class A Ordinary Share.

Reverse Share Split

Upon the approvals granted at the special general meeting of shareholders held on February 15, 2024, the Board has determined to implement a reverse share split of all of the Company’s ordinary and preferred shares, without par value, at a ratio of 1-for-12

with effective date of March 8, 2024. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse share split.

As of March 31, 2024 and December 31, 2023, the Company had reserved ordinary shares for future issuance as follows:

	March 31, 2024	December 31, 2023
Share options	4,110,374	4,250,988
Options to restricted shares	20,034,514	20,046,080
RSUs	2,353,589	3,034,203
Ordinary share warrants	2,076,014	2,076,014
Redeemable convertible preferred shares	5,000,000	5,000,000
Shares available for future grant of equity awards	5,251,353	5,231,186
Shares reserved for issuance under the ESPP	891,858	—
Total shares of ordinary share reserved	39,717,702	39,638,471

Ordinary Share Warrants

The Company has accounted for the ordinary share warrants as equity-classified warrants as they met the requirements for equity classification under ASC 815, including whether the ordinary share warrants are indexed to the Company’s own ordinary shares.

As of March 31, 2024, there were 433,946 warrants expiring in March 2031 with an exercise price of $0.00006 per share, 192,901 warrants expiring in June 2030 with an exercise price of $0.0006 per share, 220,000 warrants expiring in March 2032 with an exercise price of $0.12 per share, and 1,229,166 warrants expiring in June 2027 (consisting of the Public Warrants and Private Placement Warrants) with an exercise price of $138 per share.

Ordinary Shares Purchase Agreement

During three months ended March 31, 2024, 298,057 shares were issued under the Equity Financing Purchase Agreement for net proceeds of $5.2 million, and related fee of $0.2 million was expensed.

Ordinary Share Offering

On March 13, 2024, the Company priced an offering of 7,500,000 of its Class A Ordinary Shares, no par value, pursuant to an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Jefferies LLC as representatives of the several underwriters. The proceeds from the offer and sale of the securities are approximately $90.0 million, after deducting the underwriting discount and fees and offering expenses payable by the Company.