Stockholders' Equity |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Equity [Abstract] | |
| Stockholders' Equity | Stockholders’ Equity Common Stock
Upon closing of the Business Combination, pursuant to the terms of the Certificate of Incorporation, the Company authorized 120,000,000 shares of Common Stock with a par value $0.0001. The holders of Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval and are entitled to receive dividends, as and if declared by the Board of Directors out of legally available funds.
The Company has issued and outstanding 49,609,167 and 49,445,174 shares of Common Stock as of March 31, 2023 and December 31, 2022, respectively.
Public Warrants
Prior to the Merger, the Company had outstanding 13,800,000 warrants entitling the holder to purchase one share of common stock of the Company at an exercise price of $11.50 per share (the "Public Warrants"). The Public Warrants became exercisable 30 days after the Closing Date, and expire five years after the Closing Date or earlier upon redemption or liquidation.
The Company may redeem the Public Warrants as follows: in whole and not in part; at a price of $0.01 per warrant; at any time while the Public Warrants are exercisable, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. Certain of these conditions have not been met to redeem the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
The Company had outstanding 4,110,000 private warrants that were issued upon the consummation of the initial public offering of Galileo (the "Private Warrants"). Additionally, at the Closing, a lender holding a convertible note issued by the Company with an aggregate principal amount of $500 converted the note into 500,000 sponsor warrants exercisable for common stock at a purchase price of $1.00 per warrant (the "Sponsor Warrants"), with terms equivalent to the Private Warrants. The Sponsor Warrants are no longer held by the initial purchaser or any of its permitted transferees, and therefore have terms equivalent to the Public Warrants. In December 2022, the Company and the holders of the Private Warrants entered into letter agreements, pursuant to which such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants. There were 18,410,000 warrants outstanding as of March 31, 2023 and December 31, 2022
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