XML 29 R17.htm IDEA: XBRL DOCUMENT v3.24.1.1.u2
Forward Purchase Agreement
12 Months Ended
Dec. 31, 2023
Forward Purchase Agreement [Abstract]  
FORWARD PURCHASE AGREEMENT

Note 9 FORWARD PURCHASE AGREEMENT

 

The Company entered into a Forward Share Purchase Agreement with Meteora Capital Partners and its affiliates (collectively, “Meteora”) for a forward purchase transaction. Prior to the Closing, Meteora agreed not to redeem 287,373 shares of the Company’s Class A Common Stock (the “Meteora Shares”) in connection with the Business Combination. Meteora had the right to sell the Meteora Shares in the open market and on the fifteen (15) month anniversary of the Closing of the Business Combination (the” Put Date”) could obligate the Company to purchase the shares, as described below, from Meteora should any not have been sold in the open market.

 

In connection with the Forward Share Purchase Agreement, the Company and Meteora entered into an escrow agreement (the “Escrow Agreement”) where $29,135, based on the Meteora Shares and the corresponding redemption price from the Business Combination, was deposited into escrow by the Company (the “Prepayment Amount”). There were a few scenarios in which the Forward Purchase Agreement could have settled either before or on the Put Date.

 

The Company determined that the Prepayment Amount was collateral and recorded it on its consolidated balance sheet as an asset while the agreement was outstanding. In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company determined that Meteora’s ability to require the Company to repurchase shares in certain situations was a freestanding derivative. The derivative, referred to as the forward purchase put derivative was recorded as a liability on the Company’s consolidated balance sheet. Additionally, the Company recorded a derivative based on the amount of collateral that could have been provided to Meteora and recorded it as a liability, referred to as the forward purchase collateral derivative, on the Company’s consolidated balance sheet.

 

On November 10, 2022, the Forward Share Purchase Agreement and related Escrow Agreement were amended to allow for the maturity consideration to be paid through Meteora retaining 50.000 shares which approximated the value of the maturity consideration formula described above. The Forward Share Purchase Agreement was subsequently cancelled on November 10, 2022. The cancellation of the Forward Share Purchase Agreement resulted in (i) the removal of the forward purchase put derivative and forward purchase collateral derivative from the Company’s consolidated balance sheet, (ii) the recognition of an additional $270 of expense based on the fair value of the Company’s Class A Common Stock retained by Meteora for the maturity consideration, (iii) and the shares purchased from Meteora became treasury stock with a corresponding reduction to additional paid-in capital based on the fair market value of the shares at cancellation. During the year ended December 31, 2022, the Company recorded expenses related to the Forward Share Purchase Agreement pf $27,337, which are recorded within forward purchase agreement expense in the consolidated statements of operations and consists of the maturity consideration that settled the forward purchase put derivative, the amounts released from escrow to Meteora as a result of open market sales, and the settlement of the forward purchase collateral derivative. During the year ended December 31, 2023, the Company cancelled the treasury stock acquired from Meteora.