Redeemable Common Stock, Common Stock, and Stockholders' Equity (Deficit) |
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| Redeemable Common Stock, Common Stock, and Stockholders' Equity (Deficit) | 10. Redeemable Common Stock, Common Stock, and Stockholders’ Equity (Deficit) Redeemable Common Stock The Company issued 64,046,223 shares of common stock at various dates in 2019, 2020, and 2021 to select investors that were subject to redemption at fair value of common stock at the investor’s option after November 6, 2029. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within control of the Company require classification of the associated instrument outside of permanent equity. As of June 30, 2023, the Company determined that the redeemable shares were probable of becoming redeemable. In accordance with ASC 480-10-S99, the Company elected to recognize changes in redemption value immediately as they occur. The per-share redemption value is equal to the fair market value of a single share of the Company’s common stock subject to a floor of the initial carrying value. Immediately prior to the Company’s IPO in September 2023, the redeemable common stock was accreted to the IPO issuance price. Upon the IPO, the redemption right of these shares was terminated and all shares of the Company’s redeemable common stock automatically converted into shares of Series B common stock. This transaction resulted in a reclassification of redeemable common stock to stockholders’ equity, including an increase to additional paid-in capital and Accumulated Deficit to reverse accretion recorded to these accounts. Common Stock Immediately following the effectiveness of the registration statement relating to the Company’s IPO in September 2023, the Company filed its Amended and Restated Certificate of Incorporation, which authorized a total of 3,000,000,000 shares of Series A common stock, 350,000,000 shares of Series B common stock, and 100,000,000 shares of undesignated preferred stock. All shares of common stock then outstanding were reclassified as Series B common stock. The rights of the holders of Series A common stock and Series B common stock are identical, except with respect to voting and conversion. Each share of Series A common stock is entitled to one vote per share and is not convertible into any other shares of the Company’s capital stock. Each share of Series B common stock is entitled to ten votes per share and is convertible into one share of Series A common stock at any time. Shares of the Company’s Series B common stock will also automatically convert into shares of Series A common stock upon certain transfers and other events. Upon the th anniversary of the Company’s IPO, all outstanding shares of Series B common stock will automatically convert into Series A common stock. Preferred Stock The Company has authorized 100,000,000 shares of preferred stock with a par value of $0.001 per share. As of September 30, 2024, there were no shares of preferred stock issued or outstanding. Common Stock Warrants On July 28, 2022, the Company granted warrants to purchase up to 15,743,174 shares of Series B common stock in connection with the collaboration agreement and strategic partnership with Shopify as compensation for marketing services. The following table summarizes changes to outstanding warrants during the nine months ended September 30, 2024:
During the three and nine months ended September 30, 2024, 344,384 and 1,033,147 warrants vested, respectively. The Company has no vested but unexercised warrants outstanding as of September 30, 2024. During the three and nine months ended September 30, 2023, 4,526,162 and 5,706,904 warrants vested, respectively.
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