Fair Value Measurement (Tables)
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9 Months Ended |
Sep. 30, 2022 |
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| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] |
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| Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis |
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present the Company’s fair value hierarchy for its financial instruments that are measured at fair value on a recurring basis.
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September 30, 2022 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets: |
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Cash and cash equivalents: |
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Money market funds |
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$ |
5,090 |
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$ |
— |
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$ |
— |
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$ |
5,090 |
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Commercial paper |
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— |
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2,597 |
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— |
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2,597 |
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$ |
5,090 |
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$ |
2,597 |
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$ |
— |
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$ |
7,687 |
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Marketable securities: |
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U.S. treasury bills and bonds |
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$ |
3,675 |
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$ |
— |
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$ |
— |
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$ |
3,675 |
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Corporate securities |
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— |
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6,432 |
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— |
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6,432 |
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Commercial paper |
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— |
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2,581 |
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— |
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2,581 |
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U.S. government and agency securities |
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— |
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9,710 |
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— |
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9,710 |
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$ |
3,675 |
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$ |
18,723 |
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$ |
— |
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$ |
22,398 |
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Long-term liabilities: |
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Public Warrants |
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$ |
1,380 |
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$ |
— |
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$ |
— |
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$ |
1,380 |
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Private Warrants |
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— |
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261 |
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— |
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261 |
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Credit Agreement Warrants |
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— |
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2,405 |
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— |
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2,405 |
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Contingent earnout liability |
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— |
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— |
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429 |
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429 |
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$ |
1,380 |
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$ |
2,666 |
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$ |
429 |
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$ |
4,475 |
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December 31, 2021 (1) |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Long-term liabilities: |
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Public Warrants |
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$ |
5,060 |
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$ |
— |
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$ |
— |
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$ |
5,060 |
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Private Warrants |
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— |
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6,422 |
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— |
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6,422 |
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Contingent earnout liability |
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— |
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— |
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10,026 |
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10,026 |
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$ |
5,060 |
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$ |
6,422 |
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$ |
10,026 |
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$ |
21,508 |
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(1) There were no cash equivalents or marketable securities as of December 31, 2021.
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| Summary of Change in Fair Value of Level 3 Financial Instruments |
The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
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Contingent
Earnout
Liability |
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Contingent
Interest
Embedded
Derivative |
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Warrant
Liability |
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Fair value as of December 31, 2020 |
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$ |
— |
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$ |
— |
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$ |
4,007 |
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Issuance of warrants to Silicon Valley Bank |
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— |
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— |
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308 |
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Conversion of Silicon Valley Bank warrants to Class A common stock |
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— |
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— |
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(308 |
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Exercise of series C preferred warrants |
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— |
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— |
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(891 |
) |
Contingent interest embedded derivative recognized relating to the FP Term Loan agreement |
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— |
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8,922 |
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— |
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Contingent interest embedded derivative derecognized upon the execution of the FP Term Loan amendment |
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— |
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(8,922 |
) |
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— |
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Contingent earnout liability recognized upon the closing of the reverse recapitalization |
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58,275 |
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— |
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— |
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Change in fair value of contingent earnout liability |
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22,142 |
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— |
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— |
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Change in fair value of warrant liabilities |
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— |
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— |
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19,466 |
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Transferred to Level 2 upon the closing of the reverse recapitalization |
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— |
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— |
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(22,582 |
) |
Fair value as of September 30, 2021 |
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$ |
80,417 |
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$ |
— |
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$ |
— |
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Fair value as of December 31, 2021 |
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$ |
10,026 |
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$ |
— |
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$ |
— |
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Change in fair value of contingent earnout liability |
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(9,597 |
) |
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— |
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— |
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Fair value as of September 30, 2022 |
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$ |
429 |
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$ |
— |
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$ |
— |
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| Schedule of Cash and Cash Equivalents and Investments |
The following table summarizes the Company's cash, cash equivalents and available-for-sale securities by significant marketable securities category:
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September 30, 2022 |
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Amortized Cost |
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Unrealized Gains |
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Unrealized Losses |
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Fair Value |
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Cash and cash equivalents: |
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Cash |
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$ |
51,756 |
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$ |
— |
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$ |
— |
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$ |
51,756 |
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Cash equivalents: |
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Money market funds |
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5,090 |
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— |
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— |
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5,090 |
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Commercial paper |
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2,598 |
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— |
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(1 |
) |
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2,597 |
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$ |
59,444 |
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$ |
— |
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$ |
(1 |
) |
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$ |
59,443 |
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Marketable Securities: |
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U.S. treasury bills and bonds |
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$ |
3,684 |
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$ |
— |
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$ |
(9 |
) |
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$ |
3,675 |
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Corporate securities |
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6,481 |
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— |
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(49 |
) |
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6,432 |
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Commercial paper |
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2,590 |
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— |
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(9 |
) |
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2,581 |
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U.S. government and agency securities |
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9,729 |
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— |
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(19 |
) |
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9,710 |
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$ |
22,484 |
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$ |
— |
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$ |
(86 |
) |
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$ |
22,398 |
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| Amortized cost and estimated fair value of marketable securities |
The following table represents amortized cost and estimated fair value of marketable securities, by contractual maturity:
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September 30, 2022 |
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Amortized Cost |
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Fair Value |
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Due in one year or less |
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$ |
22,484 |
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$ |
22,398 |
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| Private Warrants |
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| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] |
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| Schedule of Quantitative Information Regarding Warrant Liability |
The table below quantifies the significant inputs used for the Private Warrants:
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September 30, |
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December 31, |
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2022 |
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2021 |
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Fair value of the Company’s Class A common stock |
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$ |
1.08 |
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$ |
3.38 |
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Exercise price |
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$ |
11.50 |
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$ |
11.50 |
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Risk-free interest rate |
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3.83 |
% |
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1.26 |
% |
Expected volatility factor |
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60.0 |
% |
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70.0 |
% |
Expected dividend yield |
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— |
% |
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— |
% |
Remaining contractual term (in years) |
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3.9 |
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4.6 |
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| Contingent Earnout Liability |
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| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] |
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| Schedule of Quantitative Information Regarding Warrant Liability |
The table below quantifies the significant inputs used for the contingent earnout liability:
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September 30, |
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December 31, |
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2022 |
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2021 |
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Fair value of the Company’s Class A common stock |
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$ |
1.08 |
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$ |
3.38 |
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Risk-free interest rate |
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4.12 |
% |
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1.26 |
% |
Expected volatility factor |
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60.0 |
% |
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70.0 |
% |
Expected dividend yield |
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|
— |
% |
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— |
% |
Remaining contractual term (in years) |
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0.004 |
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0.004 |
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| Credit Agreement Warrants |
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| Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] |
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| Schedule of Quantitative Information Regarding Warrant Liability |
The table below quantifies the significant inputs used for the Credit Agreement Warrants:
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September 30, |
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December 31, |
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2022 |
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2021 |
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Fair value of the Company’s Class A common stock |
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$ |
1.08 |
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$ |
— |
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Exercise price |
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$ |
2.01 |
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$ |
— |
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Risk-free interest rate |
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3.83 |
% |
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— |
% |
Expected volatility factor |
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60.0 |
% |
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— |
% |
Expected dividend yield |
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— |
% |
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— |
% |
Remaining contractual term (in years) |
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9.7 |
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— |
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