Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements and Fair Value of Financial Instruments

v3.23.1
Fair Value Measurements and Fair Value of Financial Instruments
 3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Fair Value of Financial Instruments Fair Value Measurements and Fair Value of Financial Instruments
The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are:
Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
Financial instruments consist of cash equivalents, accounts payable, accrued liabilities, debt, Additional Shares, Earn-Out Shares Public and Private Placement Warrants and Structural Derivative. Cash equivalents, Earn-Out Shares, Public and Private Placement Warrants and Structural Derivative are stated at fair value on a recurring basis. Accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short period time to the expected receipt or payment. The carrying amount of the Company’s outstanding debt approximates the fair value as the debt bears interest at a rate that approximates prevailing market rate.
The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. Private Placement Warrants are classified as Level 2 as the fair value approximates the fair value of the Public Warrants. The Private Placement Warrants are identical to the Public Warrants, with certain exceptions as defined in Note 7, Common Stock and Warrants. The Additional Shares and Earn-Out Shares are classified as Level 3 and their fair values were estimated using a Monte Carlo options pricing model utilizing assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the expected volatility assumption using an average of the implied volatility of its publicly traded warrants and an implied volatility based on its peer companies.
The Structural Derivative Liability is a compound embedded derivative related to features within the Structural Debt Facility, including an increase in interest rate upon an event of default and the contingent issuance of the Structural Subsequent Shares as defined in Note 5, Debt. This liability is classified as Level 3 and is valued using a risk-neutral income approach related to an event of default occurring and expected cash flows in such a scenario and an income and Black-Scholes pricing model for the contingent issuance of the Structural Subsequent Shares utilizing assumptions related to expected stock price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the expected volatility assumption using an average of the implied volatility of its publicly traded warrants and an implied volatility based on its peer companies.
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 by level within the fair value hierarchy (in thousands):
March 31, 2023
Level 1 Level 2 Level 3 Total
Financial Assets:
Cash equivalents:
Money market funds $ 78,213  $ —  $ —  $ 78,213 
Total $ 78,213  $ —  $ —  $ 78,213 
Financial Liabilities:
Additional Shares —  —  803  803 
Earn-Out Shares —  —  4,265  4,265 
Private Placement Warrants —  364  —  364 
Public Warrants 437  —  —  437 
Structural Derivative Liability —  —  7,650  7,650 
Total $ 437  $ 364  $ 12,718  $ 13,519 
December 31, 2022
Level 1 Level 2 Level 3 Total
Financial Assets:
Cash equivalents:
Money market funds $ 74,990  $ —  $ —  $ 74,990 
Total $ 74,990  $ —  $ —  $ 74,990 
Financial Liabilities:
Additional Shares —  —  580  580 
Earn-Out Shares —  —  4,122  4,122 
Private Placement Warrants —  670  —  670 
Public Warrants 805  —  —  805 
Structural Derivative Liability —  —  7,050  7,050 
Total $ 805  $ 670  $ 11,752  $ 13,227 
There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 during the periods presented.
Additional Shares Liability
At the closing of the HGI Subscription Agreement defined in Note 7, Common Stock and Warrants, the Company recorded a liability related to the potential issuance of Additional Shares. Subsequent changes in fair value of the Additional Shares liability until settlement is recognized in the statements of operations.
The following table provides a summary of changes in the estimated fair value of the Additional Shares liability (in thousands):
Balance at December 31, 2022 $ 580 
Change in fair value of Additional Shares Liability 223 
Balance at March 31, 2023 $ 803 
Earn-Out Shares
At Closing of the Business Combination, certain Earn-Out Shares were accounted for as a liability. Subsequent changes in fair value, until settlement or until equity classification is met, is recognized in the statements of operations.
The following table provides a summary of changes in the estimated fair value of the Earn-Out liability (in thousands):
Balance at December 31, 2022 $ 4,122 
Cancellation of Earn-Out Shares $ (347)
Change in fair value 490 
Balance at March 31, 2023 $ 4,265 
Private Placement and Public Warrant Liabilities
As of March 31, 2023, the Company has Private Placement and Public Warrants. Such warrants are measured at fair value on a recurring basis.
The following table provides a summary of changes in the estimated fair value of the Private Placement Warrants and Public Warrants (in thousands):

Private Placement Warrants Public Warrants
Balance at December 31, 2022 $ 670  $ 805 
Changes in fair value (306) (368)
Balance at March 31, 2023 $ 364  $ 437 
Structural Derivative Liability
At closing of the Structural Debt Facility, the Company recorded a liability related to the features that are required to be bifurcated and accounted for as a compound derivative at fair value. Subsequent changes in fair value of the Structural Derivative Liability until settlement is recognized in the statement of operations.
The following table provides a summary of changes in the estimated fair value of the Structural Derivative Liability (in thousands):
Balance at December 31, 2022 $ 7,050 
Change in fair value 600 
Balance at March 31, 2023 $ 7,650