Warrants

12 Months Ended

Dec. 31, 2024

Other Liabilities Disclosure [Abstract]

Public Warrants

Each public warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. The warrants expire 5 years after the consummation of the Transaction, on November 17, 2025, or earlier upon redemption or liquidation.

The Company may call the warrants for redemption:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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.

Warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock, upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Private Placement Warrants

The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be redeemable by the Company so long as they are held by CF Sponsor, Holdings or their permitted transferees. CF Sponsor, Holdings or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis.

If holders of the private placement warrants elect to exercise them on a cashless basis, they would calculate the exercise price by dividing (x) the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the average volume weighted average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent (the “fair market value”).

The following table shows a rollforward of the public and private warrants outstanding for the years ended December 31, 2024, 2023 and 2022:


	Public Warrants	Private Warrants	Total
December 31, 2021	19,597,764	900,000	20,497,764
Exercises of warrants	(30)	—	(30)

Repurchases	(2,812,764)	—	(2,812,764)
December 31, 2022	16,784,970	900,000	17,684,970
Exercises of warrants	—	—	—

Repurchases	—	—	—
December 31, 2023	16,784,970	900,000	17,684,970
Exercises of warrants	—	—	—

Repurchases	—	—	—
December 31, 2024	16,784,970	900,000	17,684,970

During the year ended December 31, 2022, 30 public warrants were exercised resulting in less than $0.1 million of proceeds. Pursuant to the stock repurchase plan described in Note 7, during the year ended December 31, 2022, we repurchased 2,812,764 public warrants for $2.6 million, or an average of $0.91 per warrant.