Warrant Liabilities

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Warrant Liabilities

Warrant Liabilities

5-Year Private Warrants

The Company’s outstanding warrant liabilities include 5-Year Private Warrants. The 5-Year Private Warrants cannot be redeemed and can be exercised on a cashless basis if the 5-Year Private Warrants are held by the initial purchasers or their permitted transferees. If the 5-Year Private Warrants are transferred to someone other than the initial purchasers or their permitted transferees, such warrants become redeemable by the Company under substantially the same terms as the 5-Year Public Warrants. Since the original issue of private warrants, 9,569,400 5-Year Private Warrants have been transferred to someone other than the initial purchasers or their permitted transferees and they are now treated as 5-Year Public Warrants. For the three and nine months ended September 30, 2024, transfers from 5-Year Private Warrants to 5-Year Public Warrants totaled nil and 194,822, respectively. For the three and nine months ended September 30, 2023, transfers from 5-Year Private Warrants to 5-Year Public Warrants totaled 1,618,933 and 8,159,424, respectively.

The following tables summarize the Company’s 5-Year Private Warrants(1) (in thousands, except warrant amounts):

Balance at			Fair Value			Transfers to			Balance at
December 31, 2023			Adjustments(1)			5-Year Public Warrants			September 30, 2024
Warrants	Amount		Warrants	Amount		Warrants	Amount		Warrants	Amount
865,422	$	26	—	$	(11)	(194,822)	$	(5)	670,600	$	10

Balance at			Fair Value			Transfers to			Balance at
December 31, 2022			Adjustments(1)			5-Year Public Warrants			September 30, 2023
Warrants(2)	Amount		Warrants(2)	Amount		Warrants(2)	Amount		Warrants(2)	Amount
9,126,515	$	786	—	$	(182)	(8,159,424)	$	(583)	967,091	$	21

(1)Liability classified warrants are subject to fair value remeasurement at each balance sheet date in accordance with ASC Topic 815-40, Contracts on Entity’s Own Equity. As a result, fair value adjustments related exclusively to the Company’s liability classified warrants. See Note 10 – Fair Value Measurements for additional information on the fair value of the Company’s liability classified warrants.

(2)On November 14, 2023, the Company effectuated a 1-for-10 reverse stock split, after which 10 warrants were required to purchase one share of common stock.

The following table summarizes additional information on the Company’s 5-Year Private Warrants as of September 30, 2024:

Exercise Price		Exercise Period	Expiration Date	Warrants Outstanding
$	11.50	5 years	May 29, 2025	670,600