XML 31 R18.htm IDEA: XBRL DOCUMENT v3.23.3
Shareholders’ Equity
 9 Months Ended
Sep. 30, 2023
Shareholders’ Equity [Abstract]  
Shareholders’ Equity
12.Shareholders’ Equity

 

Common and Preference Shares

 

Authorized

 

The Company is authorized to issue 1,000,000,000 shares as of September 30, 2023 and December 31, 2022, consisting of:

 

(i)700,000,000 shares of Class A Common Stock with a par value of $0.0001 per share

     

(ii)170,000,000 shares of Class C Common Stock with a par value of $0.0001 per share

     

(iii)110,000,000 shares of Class D Common Stock with a par value of $0.0001 per share

     

(iv)20,000,000 shares of preferred stock with a par value of $0.0001 per share

 

Issued and outstanding

 

The following shares of common stock are issued and outstanding at:

 

   September 30, 2023   December 31, 2022 
   Number   Amount   Number   Amount 
Class A Common Stock   112,610,563   $741,178    111,467,763   $741,013 
Class C Common Stock   167,662,214    16,766    167,662,214    16,766 
Class D Common Stock   105,782,403    10,578    105,782,403    10,578 
                     
Balance   386,055,180   $768,522    384,912,380   $768,357 

 

Certain shareholders are eligible to receive up to an aggregate of 78,376,354 additional shares of the Company’s Class A Common Stock (inclusive of ExchangeCo shares exchangeable for Class A Common Stock) if the closing price of the Company’s Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 trading-day period. The term will expire September 16, 2027. If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to these shareholders. The shares are currently being held in escrow until the contingency is met.

 

In connection with the business combination described in Note 3, the Company has held 375,096 shares of Class A Common Stock and will be released upon receipt of customary documentation from the applicable former Callin shareholders. In addition, 504,695 shares of Class A Common Stock are contingently issuable based on the satisfaction of the contingencies described in Note 3.