16. Stockholders’ Equity Class A Common Stock As of September 30, 2021, the Company was authorized to issue 300.0 million shares of class A common stock and 100.0 million shares of preferred stock. Issued and outstanding stock as of September 30, 2021 consisted of 116.1 million and 113.3 million shares of class A common stock, respectively. The par value of each share of the class A common stock is $0.0001 per share. The Company had reserved shares of class A common stock for issuance in connection with the following: | | | | | | | | | | | | | | | | | September 30, | | December 31, | | | 2021 | | 2020 | | | (in thousands) | Common stock warrants (as exercised for class A common stock) treated as equity | | 1,770 | | | 12,312 | | Stock options outstanding | | 2,344 | | | 3,489 | | Restricted stock units outstanding | | 9,158 | | | — | | Public Warrants (as exercised for class A common stock) treated as liability | | 15,813 | | | — | | Private Placement Warrants (as exercised for class A common stock) treated as liability | | 8,325 | | | — | | Shares available for future grant | | 146,474 | | | 13,787 | | Total class A common stock reserved | | 183,884 | | | 29,588 | |
The Company has approximately 2.4 million Sponsor Earn-Out Shares that are subject to specific lock-up provisions and potential forfeitures depending upon the post-Merger performance of the Company's class A common stock, and therefore, are required to be recorded as liabilities at their fair value and adjusted to fair value at each reporting period. The Sponsor Earn-Out Shares have the following provisions: | | | | | | | | | | | Terms | Contractual Life | | Seven years from the closing date of the Merger | | | | Release Provision | | Exactly half of the Sponsor Earn-Out Shares have a release provision ("Release") at such time that the volume weighted average price ("VWAP") is equal to, or greater than, $15.00 per share for ten of any twenty consecutive trading days. The remaining Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $17.50 per share for the of any twenty consecutive trading days. There is an additional provision for acceleration of the Release upon a defined change in control. | | | | Forfeiture Provision | | If, within the seven year period, the Sponsor Earn-Out Shares have not met the Release provisions, the Sponsor Earn-Out Shares will automatically forfeit and be cancelled. |
As a result, the Company recorded a long-term liability of $15.4 million as of September 30, 2021 and a loss on fair value of $2.2 million in both the three and nine months ended September 30, 2021.
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