Fair Value Measurements

6 Months Ended

Jun. 30, 2022

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


	Level	June 30, 2022		December 31, 2021
Liabilities:
Warrant liability – Public Warrants	1	$	8,125	$	16,750
Warrant liability – Private Placement Warrants	3	5,320		10,710
Total warrant liability		$	13,445	$	27,460

The following tables summarize the changes in the fair value of the warrant liabilities (in thousands):


	Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
	Public Warrants		Private Placement Warrants		Warrant Liabilities		Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	27,500	$	18,179	$	45,679	$	16,750	$	10,710	$	27,460

Change in valuation inputs or other assumptions	(19,375)		(12,859)		(32,234)		(8,625)		(5,390)		(14,015)
Fair value, end of period	$	8,125	$	5,320	$	13,445	$	8,125	$	5,320	$	13,445


	Three and Six Months Ended June 30, 2021
	Public Warrants		Private Warrants		Warrant Liabilities
Fair value, beginning of period	$	—	$	—	$	—
Warrant liability acquired	100,750		93,228		193,978
Change in valuation inputs or other assumptions	(21,375)		(16,416)		(37,791)
Fair value, end of period	$	79,375	$	76,812	$	156,187

Public Warrants

The Company determined the fair value of the Public Warrants, based on the publicly listed trading price of such warrants as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. The fair value of the Public Warrants was $8.1 million and $16.8 million as of June 30, 2022 and December 31, 2021, respectively.

Private Placement Warrants

The estimated fair value of the Private Placement Warrants is determined with Level 3 inputs using the Black-Scholes model. The significant inputs and assumptions in this method are the stock price, exercise price, volatility, risk-free rate, and term or maturity. The underlying stock price input is the closing stock price as of each valuation date and the exercise price is the price as stated in the warrant agreement. The volatility input was determined using the historical volatility of comparable publicly traded companies which operate in a similar industry or compete directly against the Company. Volatility for each comparable publicly traded company is calculated as the annualized standard deviation of daily continuously compounded returns. The Black-Scholes analysis is performed in a risk-neutral framework, which requires a risk-free rate assumption based upon constant-maturity treasury yields, which are interpolated based on the remaining term of the Private Placement Warrants as of each valuation date. The term/maturity is the duration between each valuation date and the maturity date, which is five years following the date the Business Combination closed, or June 16, 2026.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	June 30, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock price	$	3.29		$	5.98
Volatility	67.5		%	52.4		%
Term (years)	3.96			4.46
Risk-free interest rate	3.00		%	1.18		%

Significant changes in the volatility would result in a significant lower or higher fair value measurement, respectively.

The fair value of the Private Placement Warrants was $5.3 million and $10.7 million as of June 30, 2022 and December 31, 2021, respectively.

The Warrants were accounted for as liabilities in accordance with ASC 815- Derivatives and Hedging and are presented within warrant liability on the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the condensed consolidated statements of operations.

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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