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Earnouts

6 Months Ended

Jun. 30, 2024

15.

Earnouts

At the closing of the Business Combination, the Company issued 1,937,500 Earnout Shares in the form of Class A Common Stock and 75,562,500 Earnout Shares in the form of Class B Common Stock. The Earnout Shares were placed into an escrow account for the benefit of certain holders pursuant to the Merger Agreement.

On May 10, 2024, shareholders owning Earnout Shares were notified of the Earnout Shares forfeited for the 2023 performance awards, based on the issued Annual Report in the Form 10-K. 312,500 Earnout Shares in the form of Class A Common Stock were forfeited and 12,187,500 Earnout Shares in the form of Class B Common Stock were forfeited.

Earnout Shares were deposited into escrow at the Closing and will be earned, released and delivered upon satisfaction of certain milestones related to the EBITDA of the Company and the gross revenue of the Company during periods between July 1, 2023 and December 31, 2024 and the volume weighted average closing sale price of the Company’s shares of Class A Common Stock during the five-year period beginning on the one-year anniversary of the Acquisition Merger and ending on the six-year anniversary of the Acquisition Merger. During the three and six months ended June 30, 2024, 187,500 Class A shares were earned and released. During the three and six months ended June 30, 2024, 7,312,500 Class B shares were earned and released.

The Earnout Shares are classified as a liability and measured at fair value, with changes in fair value included in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

The fair value of the earnout liability was $290.8 million and $488.6 million as of June 30, 2024 and December 31, 2023, respectively. For the three and six months ended June 30, 2024, respectively, the Company recognized $131.6 million and $13.0 million of gain related to the change in fair value of earnout liabilities included in Change in fair value of earnout liabilities in the unaudited condensed consolidated statement of operations and comprehensive income (loss). In addition, the earnout liability was further reduced by $66.2 million for the shares released from escrow. See Note 12 – Fair value measurement for the activity related to the earnout liability during the six months ended June 30, 2024.