Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]  
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, and fair value is determined through the use of models or other valuation methodologies
Level 3 - Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.
Liabilities measured and recorded at Fair Value on a recurring basis
As of March 31, 2021 and December 31, 2020, the Company’s financial liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follow (in thousands):
March 31, 2021 December 31, 2020
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
RTI warrants $ —  $ —  $ 15,000  $ 15,000  $ —  $ —  $ —  $ — 
Private warrants —  —  3,258  3,258  —  —  —  — 
Total $ —  $ —  $ 18,258  $ 18,258  $ —  $ —  $ —  $ — 
Measurement of the Private Warrants

The private warrants are measured at fair value on a recurring basis using a Black-Scholes model. The private warrants are classified as Level 3 for both initial measurement upon close of the Business Combination and subsequent measurement using the following assumptions:

March 31, 2021 March 18, 2021 (Initial Recognition)
Expected annual dividend yield —  % —  %
Expected volatility 46.1  % 47.3  %
Risk-free rate of return 0.91  % 0.86  %
Expected option term (years) 4.96 5.0

The aggregate values of the private warrants were $3.3 million and $4.6 million on March 31, 2021 and March 18, 2021, respectively.

A summary of the private warrants activity from the Business Combination date at March 18, 2021 to March 31, 2021 is as follows:

Fair value
(Level 3)
Balance at March 18, 2021 $ 4,604 
Change in fair value (1,346)
Balance at March 31, 2021 $ 3,258 

Refer to Note 6 – Warrants for further information.

Measurement of the RTI warrants

Significant changes in any of the significant unobservable inputs in isolation would not result in a materially different fair value estimate. The interrelationship between these inputs is insignificant.
The Company has determined its warrant to be a Level 3 fair value measurement and has remeasured using the Black-Scholes option pricing model to calculate its fair value as of March 31, 2021 using the following assumptions:
Expected annual dividend yield —  %
Expected volatility 48.51  %
Risk-free rate of return 0.56  %
Expected option term (years) 3.75
The Company has an option to repurchase the Warrants at any time. The maximum fair value of the Warrants is limited by the fair value of the repurchase option, which cannot exceed $15.0 million.

Changes in Level 3 liabilities measured at fair value for three months ended March 31, 2021 are as follows (in thousands):
Fair value
(Level 3)
Balance at December 31, 2020 $ — 
Change in fair value 15,000 
Balance at March 31, 2021 $ 15,000 
Assets and liabilities recorded at carrying value
In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to fair value measurements.
The Company records cash and cash equivalents and accounts payable at cost, which approximates fair value due to their short-term nature or stated rates. The Company records debt at cost. Management believes the fair value of the debt is not materially different than the carrying amount.