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Earnout Liability

3 Months Ended

Mar. 31, 2022

Note 13 – Earnout Liability

The estimated fair value of the 1,437,500 shares of Class A common stock held by the Company’s initial stockholders that are subject to potential forfeiture (the “Earnout Shares”) issued and outstanding at the closing of the CRIS Business Combination on the CRIS Close Date was $18.3 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the earnout period between the CRIS Close Date and the five-year anniversary of the CRIS Close Date using the most reliable information available. On July 2, 2021, the volume-weighted average price (“VWAP”) of shares of Class A common stock equaled or exceeded $12.50 for 20 trading days within a 30-trading day period within five years of the CRIS Close Date and, as a result, 718,750 Earnout Shares valued at $10.9 million were deemed to be earned and reclassified into equity on that date. The estimated fair value of the earnout liability related to the 718,750 Earnout Shares subject to a VWAP of $15.00 (the “$15.00 Triggering Event”) originally valued at $8.8 million was remeasured to $5.2 million as of December 31, 2021 and to $7.5 million as of March 31, 2022. The change in fair value of the earnout liability resulted in a loss of $2.3 million recognized in the condensed consolidated statement of operations for the three months ended March 31, 2022 (see Note 11).

Assumptions used in the valuation of the earnout liability are as follows:


	March 31,
	2022
Stock price	$	12.86
Expected volatility		75	%
Risk-free interest rate		2.43	%
Expected term (years)		1.9 years
Dividend rate		—	%