| STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY Authorized Shares At March 31, 2023, the Company’s authorized shares
consisted of 300,000,000 shares of Class A common stock, $0.0001 par value; and 22,000,000 shares of Class B common stock, $0.0001
par value; and 1,000,000 shares of preferred stock, par value of $0.0001 per share. Common Stock Classes of Common Stock Class A common stock receives one vote per share. Subject
to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A common stock are entitled to
receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available
for such purposes. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of
Class A common stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to
prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A common stock, then outstanding,
if any. Class B common stock receives 20 votes per share and converts
into Class A at a one-to-one conversion rate per share. Holders of Class B common stock will share ratably together with each holder of
Class A common stock, if and when any dividend is declared by the board of directors. Holders of Class B common stock have the right to
convert shares of their Class B common stock into fully paid and non-assessable shares of Class A common stock, on a one-to-one basis,
at the option of the holder at any time. Upon the occurrence of certain events, holders of Class B common stock automatically convert
into Class A common stock, on a one-to-one basis. In the event of any voluntary or involuntary liquidation, dissolution or winding up
of our affairs, the holders of Class B common stock are entitled to share ratably in all assets remaining after payment of our debts and
other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the
Class B common stock, then outstanding, if any. The Company issues RSUs
of Class A common stock to certain employees and members of the board of directors. The RSUs vest over a four
Shares Weighted
Balance of unvested shares - January 1, 2022 698,051 $ 12.54
Granted 3,266,548 $ 3.89
Vested (769,269 ) $ 6.62
Forfeited (110,207 ) $ 8.20
Balance of unvested shares - January 1, 2023 3,085,123 $ 5.01
Granted 114,487 $ 2.75
Vested (274,951 ) $ 5.10
Forfeited (33,508 ) $ 7.92
Balance of unvested shares - March 31, 2023 2,891,151 $ 4.88 The total stock-based
compensation related to the RSUs during the three months ended March 31, 2023, was $1,380. As of March 31, 2023, the total unrecognized
stock-based compensation expense related to unvested RSUs aggregated $13,608 and is expected to be recognized over a weighted average
period of 2.8 years. The aggregate intrinsic value of the awards granted and vested during the three months ended March 31, 2023 was $260
and $787, respectively. The aggregate intrinsic value of RSUs outstanding at March 31, 2023 was $6,563. Preferred Stock Preferred stock shares authorized may be issued from time
to time in one or more series, with each series terms, voting, dividend, conversion, redemption, liquidation and other rights to be determined
by the Board of Directors at the time of issuance. As of March 31, 2023, there were no shares of preferred stock issued and outstanding. Warrants In D8’s initial public offering, on July 17, 2020
it sold units at a price of $10.00 per unit, which consisted of one D8 Class A ordinary share, $0.0001 par value, and one-half of a redeemable
Public Warrant. On July 17, 2020, simultaneously with the closing of its initial public offering, D8 consummated the private placement
of 8,000,000 Private Placement Warrants, each exercisable to purchase one D8 Class A ordinary share at $11.50 per share, at a price of
$1.00 per Private Placement Warrant. On July 24, 2020, simultaneously with the sale of D8’s over-allotment units, D8 consummated
a private sale of an additional 900,000 Private Placement Warrants. In connection with the Business Combination, 1,500,000 additional
Private Placement Warrants were issued upon conversion of D8 working capital loans. In connection with the Business Combination, each
issued and outstanding D8 Class A ordinary share automatically converted into one share of Class A common stock. Each warrant is exercisable
to purchase one share of Class A common stock at $11.50 per share. As of March 31, 2023, the Company had 17,248,601 Public
Warrants and 10,400,000 Private Placement Warrants outstanding. The Public Warrants became exercisable at $11.50 per share
30 days after the Closing. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even
if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company filed
a registration statement with the SEC that was declared effective as of October 22, 2021 covering the shares of Class A common stock issuable
upon exercise of the warrants and is maintaining a current prospectus relating to those shares of Class A common stock until the warrants
expire, are exercised or redeemed, as specified in the warrant agreement. The warrants will expire five years after the completion
of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class
A common stock equals or exceeds $18.00.
● in whole and not in part;
● at a price of $0.01 per warrant;
● upon a minimum of 30 days’ prior written notice of redemption; and
● if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per share of Class
A common stock equals or exceeds $10.00
● in whole and not in part;
● at a price of $0.10 per warrant;
● upon a minimum of 30 days’ prior written notice of redemption; provided
● if, and only if, the last reported sale price of Class A common stock shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants are identical to
the Public Warrants underlying the Units sold in D8’s initial public offering, except that the Private Placement Warrants and the
shares of Class A common stock issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its
permitted transferees, (i) are not redeemable by the Company, (ii) could not (including the shares of Class A common stock issuable upon
exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after
the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to
registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private
Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. |
