FAIR VALUE MEASUREMENT

6 Months Ended

Jun. 30, 2022

FAIR VALUE MEASUREMENTThe following tables present the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of June 30, 2022 (Successor) and December 31, 2021 (Predecessor):


	June 30, 2022 (Successor)
	Level 1		Level 3		Total
Warrant liabilities:
Public warrants	$	13,669	$	—	$	13,669

Contingent consideration	—		568		568

Grand total	$	13,669	$	568	$	14,237


	December 31, 2021 (Predecessor)
	Level 3		Total
Former CEO equity interest	11,132		11,132
Contingent consideration	1,682		1,682

Grand total	$	12,814	$	12,814

The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The fair value of the Private Placement Warrants was estimated using the Public Warrants’ quoted market price.

The fair value of the former CEO of S1 Holdco's equity profits interest was determined with an option pricing model and utilizing significant unobservable inputs for a discount for lack of marketability and projected financial information. The fair value contingent consideration was determined with an option pricing model and contains significant unobservable inputs for projected financial information.

Changes in estimated fair value of Level 1, 2 and 3 financial liabilities for the period from January 1, 2022 through January 26, 2022 (Predecessor), the period from January 27, 2022 through June 30, 2022 (Successor), and for the six months ended June 30, 2021 (Predecessor), respectively, are as follows:


	Former CEO equity profits interest*		Contingent consideration		Warrant liability
Fair value of liabilities at December 31, 2020 (Predecessor)	$	4,236	$	8,240
Settlements	—		(6,715)
Change in fair value	4,238		94
Fair value of liabilities at June 30, 2021 (Predecessor)	$	8,474	$	1,619

Fair value of liabilities at December 31, 2021 (Predecessor) and January 26, 2022 (Predecessor)	$	11,132	$	1,682

Fair value of liabilities at January 27, 2022 (Successor)			$	1,682	$	27,012
Additions			573		—
Change in fair value			—		13,761
Fair value of liabilities at March 31, 2022 (Successor)			2,255		40,773
Settlements			(1,715)		(22,965)
Change in fair value			28		(4,139)
Fair value of liabilities at June 30, 2022 (Successor)			$	568	$	13,669

*Former CEO equity profits interest as further described in executive compensation Note 11.

The total impact of the changes in fair values related to contingent consideration and the former CEO of S1 Holdco's equity profits interest are included in Selling, general and administrative expenses, and Salaries, commissions and benefits, respectively in the Condensed Consolidated Statements of Operations. There were no transfers in or out of levels during the period January 1, 2022 through January 26, 2022 (Predecessor), the period January 27, 2022 through June 30, 2022 (Successor), or for the six months ended June 30, 2021 (Predecessor).

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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