Annual report pursuant to Section 13 and 15(d)

WARRANT LIABILITY

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WARRANT LIABILITY
12 Months Ended
Dec. 31, 2021
WARRANT LIABILITY  
WARRANT LIABILITY

NOTE K - WARRANT LIABILITY

Warrants to purchase a total of 835,014 and 18,000,000 shares of the Company’s common stock were outstanding as of December 31, 2021 and 2020, respectively. 750,000 warrants were issued to founders in a private placement (the “Private Warrants”), subject to a twelve-month lock-up period from the date of the Merger, and 17,250,000 warrants were public warrants (the “Public Warrants”) that were exercisable immediately following the Closing. Each of the Company’s Public Warrants entitled the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share. On November 29, 2021, the Company provided notice to holders of all of the Public Warrants that the Company would be redeeming all of the Public Warrants for a redemption price of $0.01 per Public Warrant, and on December 29, 2021, such redemption was completed and the Public Warrants ceased trading on Nasdaq.

Each of the Private Warrants entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment. The Private Warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the completion of the Merger, or earlier upon redemption or liquidation, as applicable. The Private Warrants include provisions that affect the settlement amount. Such variables are outside of those used to determine the fair value of a fixed-for-fixed instrument, and as such, the Private Warrants do not meet the criteria for equity treatment

under guidance contained in ASC Topic 815, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock.” The Company classifies the Private Warrants as a liability at their fair value subject to re-measurement at each balance sheet date and adjusted at each reporting period until exercised or expired, and any change in fair value is recognized in the Company's Consolidated Statements of Operations. The fair value of the Private Warrants was determined using the market price of the Public Warrants adjusted for their lack of liquidity.