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Equity-based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Equity-based Compensation | Equity-based Compensation Incentive Plans 2021 Omnibus Incentive Plan In September 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Omnibus Incentive Plan (the “2021 Plan”) which became effective in connection with the Company’s initial public offering of common stock in September 2021 (the “IPO”). The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units and other forms of equity and cash compensation. A total of 408,355 shares of the Company’s common stock, as adjusted for the Reverse Stock Split (refer to Note 13, “Stockholders’ Equity”), were initially reserved for issuance under the 2021 Plan. The number of shares of common stock reserved and available for issuance under the 2021 Plan increases on January 1 of each year by 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the compensation committee of the Company’s board of directors. On May 30, 2023, the Company’s stockholders approved an amendment to the 2021 Plan to increase the number of shares available for issuance under the 2021 Plan by 833,333 shares of the Company’s common stock, as adjusted for the Reverse Stock Split. On May 22, 2024, the Company’s stockholders approved an amendment to the 2021 Plan to increase the number of shares available for issuance under the 2021 Plan by 1,100,000 shares of the Company’s common stock. As of December 31, 2024, there were 2,662,075 shares reserved for issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan In September 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the “ESPP”) which became effective in connection with the IPO. A total of 102,088 shares of the Company’s common stock, as adjusted for the Reverse Stock Split, were initially reserved for issuance under the ESPP. The number of shares reserved and available for issuance under the ESPP automatically increases on January 1 of each year by 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the compensation committee of the Company’s board of directors. As of December 31, 2024, there were 422,475 shares reserved for issuance under the ESPP. The offering periods of the ESPP are six months long and are anticipated to be offered twice per year. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of a share of the Company’s common stock on the first or last day of the offering period, whichever is lower. The fair value of the discount and the look-back period will be estimated using the Black-Scholes option pricing model. 2018 Stock and Incentive Compensation Plan Prior to the IPO, the 2018 Stock and Incentive Compensation Plan, as amended (the “2018 Plan”), provided for the issuance of time-based incentive units and performance-based incentive units issued by Excelerate, L.P. (the predecessor entity of a.k.a. Brands Holding Corp.). In connection with the reorganization transactions and the IPO, all of the equity interests in Excelerate, L.P., including outstanding incentive units issued as equity-based compensation under the 2018 Plan, were transferred to New Excelerate, L.P. The incentive units issued under the 2018 Plan participate in distributions from New Excelerate, L.P., but only after investors receive their return of capital plus a specified threshold amount per unit. The total incentive pool size under the 2018 Plan was 16,475,735 units. The 2018 Plan was terminated in September 2021 in connection with the IPO but continues to govern the terms of outstanding incentive units that were granted prior to the IPO. No further incentive units will be granted under the 2018 Plan. Grant Activity Stock Options The 2021 Plan provides for the issuance of incentive and nonqualified stock options. Under the 2021 Plan, the exercise price of a stock option shall not be less than the fair market value of one share of the Company’s common stock on the date of grant. Stock options have a contractual term, the period during which they are exercisable, not to exceed ten years from the date of grant, and generally vest over time, based on performance or based on the achievement of a market condition. In September 2023, an award, including 416,667 performance-based stock options (the “Bryett Award”), was issued to Wesley Bryett, a member of the Company’s board of directors and co-founder of Princess Polly. This award expires after ten years, or upon the termination of Mr. Bryett’s service to the Company, and includes four tranches of stock options that will vest and become exercisable based upon the achievement of various common stock price targets. The weighted average exercise price for the options in the Bryett Award is $109.27. Each tranche of stock options has a different derived service period, the average of which is approximately 5.5 years. As of December 31, 2024, no options issued as part of the Bryett Award had vested, the options held no intrinsic value, and total unrecognized compensation cost related to the Bryett Award was $0.9 million which is expected to be recognized over 4.2 years. A summary of the Company's time-based stock option activity under the 2021 Plan for the years ended December 31, 2024 and 2023, as adjusted for the Reverse Stock Split, is as follows:
| Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term |  | Aggregate Intrinsic Value
Balance as of December 31, 2022 | 42,288 |  |  | $ | 83.36 |  |  | 9.04 |  | $ | — |
Granted | — |  |  | — |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Forfeited/Repurchased | (2,468) |  |  | 114.00 |  |  |  |  |
Balance as of December 31, 2023 | 39,820 |  |  | 81.47 |  |  | 8.06 |  | — |
Granted | — |  |  | — |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Forfeited/Repurchased | — |  |  | — |  |  |  |  |
Balance as of December 31, 2024 | 39,820 |  |  | 81.47 |  |  | 7.06 |  | — |
Vested as of December 31, 2024 | 34,086 |  |  | $ | 80.66 |  |  | 7.07 |  | $ | — |
As of December 31, 2024, there was $0.2 million of total unrecognized compensation cost related to unvested time-based stock options issued under the 2021 Plan, which is expected to be recognized over a weighted average period of 0.6 years. Restricted Stock Units The 2021 Plan provides for the issuance of restricted stock units (“RSUs”). Time-based RSUs issued prior to March 31, 2022, vest over four years while all time-based RSUs issued after that date vest over three years. In May 2024, an award (the “Interim CEO Award”) of 150,000 performance-based RSUs (“PSUs”) was issued to Ciaran Long, Interim Chief Executive Officer and Chief Financial Officer of the Company. The Interim CEO Award expires after five years, or upon the termination of Mr. Long’s service to the Company, and includes ten tranches of PSUs that will vest based upon the achievement of various common stock price targets. If any common stock price target is achieved for one or more tranches of PSUs prior to April 1, 2025, the vesting date for the applicable tranche(s) will be April 1, 2025. At time of grant, each PSU had a fair value of $29.50 and each tranche of PSUs has a different derived service period, the average of which is approximately 2.9 years. As of December 31, 2024, the common stock price target for two tranches of PSUs issued as part of the Interim CEO Award had been achieved, and the total unrecognized compensation cost related to the Interim CEO Award was $0.3 million, which is expected to be recognized over a weighted average period of 1.9 years. A summary of the Company's time-based RSU activity under the 2021 Plan for the years ended December 31, 2024 and 2023, as adjusted for the Reverse Stock Split, is as follows:
| Number of Shares |  | Weighted Average Grant Date Fair Value
Balance as of December 31, 2022 | 367,512 |  |  | $ | 32.81 |
Granted | 387,067 |  |  | 7.87 |
Vested | (130,550) |  |  | 34.20 |
Forfeited/Repurchased | (45,116) |  |  | 34.79 |
Balance as of December 31, 2023 | 578,913 |  |  | 15.67 |
Granted | 403,458 |  |  | 14.86 |
Vested | (274,201) |  |  | 16.37 |
Forfeited/Repurchased | (56,883) |  |  | 14.39 |
Balance as of December 31, 2024 | 651,287 |  |  | $ | 14.93 |
As of December 31, 2024, there was $8.2 million of total unrecognized compensation cost related to unvested time-based RSUs issued under the 2021 Plan, which is expected to be recognized over a weighted average period of 1.8 years. Incentive Units The 2018 Plan provided for the issuance of time-based incentive units and performance-based incentive units. Time-based incentive units generally vest over four years. Performance-based incentive units vested upon the satisfaction of the performance condition as described further below. Time-Based Incentive Partnership Units The following table summarizes time-based incentive unit activity under the 2018 Plan for the years ended December 31, 2024 and 2023:
| Number of Units |  | Weighted Average Grant Date Fair value |  | Weighted Average Participation Threshold |  | Aggregate Intrinsic Value
Balance as of December 31, 2022 | 3,363,856 |  |  | $ | 1.43 |  |  | $ | 18.64 |  |  | $ | — |
Granted | — |  |  | — |  |  | — |  |  |
Vested | (1,987,639) |  |  | 1.37 |  |  | 17.67 |  |  |
Forfeited/Repurchased | (16,150) |  |  | 3.19 |  |  | 22.68 |  |  |
Balance as of December 31, 2023 | 1,360,067 |  |  | 1.50 |  |  | 20.01 |  |  | — |
Granted | — |  |  | — |  |  | — |  |  |
Vested | (1,185,981) |  |  | 1.52 |  |  | 19.62 |  |  |
Forfeited/Repurchased | (30,083) |  |  | 1.34 |  |  | 22.68 |  |  |
Balance as of December 31, 2024 | 144,003 |  |  | $ | 1.40 |  |  | $ | 22.68 |  |  | $ | — |
Vested as of December 31, 2024 | 9,047,201 |  |  |  |  |  |  |
As of December 31, 2024, there was $0.1 million of total unrecognized compensation cost related to unvested time-based incentive units issued under the 2018 Plan, which is expected to be recognized over a weighted average period of 0.3 years. Performance-Based Incentive Units Performance-based incentive units vest upon the satisfaction of a performance condition and become exercisable upon the satisfaction of the market condition. The performance condition was satisfied upon the occurrence of the IPO. As it was not deemed probable until it occurred, all compensation expense related to these awards was recognized at the date of the IPO. The market condition is satisfied upon the initial investor in Excelerate, L.P. receiving an aggregate return equal to three times its aggregate investment. As of December 31, 2024, all outstanding performance-based incentive units had been fully expensed. ESPP Purchase Rights A summary of the Company's ESPP activity under the 2021 Plan for the years ended December 31, 2024, 2023 and 2022, as adjusted for the Reverse Stock Split, was as follows:
| Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Shares purchased using ESPP purchase rights | 20,937 |  | 39,050 |  | 12,348
Weighted average purchase price | $ | 10.89 |  |  | $ | 4.14 |  |  | $ | 18.36 |
Equity-Based Compensation Expense The Company recognizes compensation expense in general and administrative expenses within operating expenses for stock options, RSUs, ESPP purchase rights and time-based incentive units granted prior to the IPO by amortizing the grant date fair value on a straight-line basis over the expected vesting period to the extent the vesting of the grant is considered probable. The Company recognizes equity-based award forfeitures in the period such forfeitures occur. The following table summarizes the Company’s equity-based compensation expense by award type for all Plans:
| Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Stock options | $ | 722 |  |  | $ | 572 |  |  | $ | 495 |
RSUs | 5,601 |  |  | 4,256 |  |  | 2,943 |
ESPP purchase rights | 100 |  |  | 148 |  |  | 188 |
Time-based incentive units | 1,557 |  |  | 2,664 |  |  | 3,104 |
Total | $ | 7,980 |  |  | $ | 7,640 |  |  | $ | 6,730 |

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