Related Party |
12 Months Ended |
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Dec. 31, 2023 | |
| Related Party Transactions [Abstract] | |
| Related Party | Related Party Founder Shares
On September 24, 2020, RSVAC issued an aggregate of 5,750,000 shares of common stock (the “Founder Shares”) to the Sponsor, Rodgers Capital LLC, for an aggregate purchase price of $25,000 in cash. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Company’s common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. On September 8, 2021, the Sponsor made an in-kind distribution of a portion of its Founder Shares to certain members of Rodgers Capital LLC. On November 3, 2022, the Sponsor made an in-kind distribution of a portion of its Founder Shares to certain members of Rodgers Capital LLC, following which the Sponsor held no Founder Shares.
Affiliate Notes
On April 20, 2023, the Company issued $172.5 million aggregate principal amount of Convertible Senior Notes, which included $10.0 million principal amount of the Affiliate Notes that were issued to an entity affiliated with Thurman John “T.J.” Rodgers, the Company’s Chairman, in a concurrent private placement. The Affiliate Notes were recorded in Long-term debt, net on the Company’s Consolidated Balance Sheets. For the fiscal year 2023, the Company recorded $0.2 million of interest expense related to the Affiliate Notes in the Company’s Consolidated Statements of Operations. See Note 9 “Borrowings” for more information.
Employment Relationship
As of December 31, 2023, the Company employed two family members of the Company’s former Chief Executive Officer (“CEO”), who perform engineering work and, as of January 2024, there is one additional affiliate employee, a family member of the Company’s CEO. This employee assists with sales in North America.
Affiliate Pledge of Common Stock
In November 2023, Mr. Thurman J. “T.J.” Rodgers, the Chairman of the Company’s Board of Directors, pledged his ownership of the Company’s common stock under his name and his living trusts as a security collateral to his investment account. As of December 31, 2023, Mr. Rodgers held approximately 21.7 million shares of the Company’s common stock, which accounted for approximately 13% of total outstanding shares of the Company’s common stock.
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