Backblaze, Inc. 10-K

Item 8. Financial Statements and Supplementary Data BACKBLAZE, INC. INDEX TO THE FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (BDO USA, LLP, San Jose, California, PCAOB ID# 243 ) 53 Balance Sheets 54 Statements of Operations 55 Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity ( Deficit ) 56 Statements of Cash Flows 57 Notes to Financial Statements 59 52 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Backblaze, Inc. San Mateo, California Opinion on the Financial Statements We have audited the accompanying balance sheets of Backblaze, Inc. (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes in convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO USA, LLP We have served as the Company’s auditor since 2020. San Jose, California March 28, 2022 53 Table of Contents BACKBLAZE, INC. BALANCE SHEETS (in thousands, except share and per share data) December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 104,843 $ 6,076 Accounts receivable, net 309 209 Prepaid expenses and other current assets 5,930 2,947 Total current assets 111,082 9,232 Property and equipment, net 43,068 38,746 Capitalized internally-developed software, net 7,637 5,682 Other assets 1,794 809 Total assets $ 163,581 $ 54,469 Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 2,075 $ 1,710 Accrued expenses and other current liabilities 5,109 3,596 Accrued value-added tax (“VAT”) liability 2,511 1,533 Capital lease liability and lease financing obligation, current 13,645 11,320 Deferred revenue, current 21,722 17,587 Debt, current — 628 Total current liabilities 45,062 36,374 Capital lease liability and lease financing obligation, non-current 19,603 17,886 Deferred revenue, non-current 3,132 1,801 Other long-term liabilities 298 820 Debt, non-current — 1,644 Total liabilities $ 68,095 $ 58,525 Commitments and contingencies (Note 10) Convertible Preferred Stock Convertible preferred stock, $ 0.0001 and $ 0.001 par value as of December 31, 2021 and 2020; 10,000,000 and 9,000,000 shares authorized as of December 31, 2021 and 2020, respectively; zero and 3,359,195 shares issued and outstanding with no aggregate liquidation preference and $ 2,852 as of December 31, 2021 and 2020, respectively. — 2,784 Stockholders’ Equity (Deficit) Class A common stock, $ 0.0001 par value; 113,000,000 and zero shares authorized as of December 31, 2021 and 2020, respectively; 8,227,992 and zero shares issued and outstanding as of December 31, 2021 and 2020, respectively. 1 — Class B common stock, $ 0.0001 and $ 0.001 par value as of December 31, 2021 and 2020, respectively; 37,000,000 and 36,000,000 shares authorized as of December 31, 2021 and 2020, respectively; 22,156,842 and 18,614,905 shares issued and outstanding as of December 31, 2021 and 2020, respectively. 2 5 Additional paid-in capital 131,826 7,794 Accumulated deficit ( 36,343 ) ( 14,639 ) Total stockholders’ equity (deficit) 95,486 ( 6,840 ) Total liabilities, convertible preferred stock and stockholders’ equity (deficit) $ 163,581 $ 54,469 See accompanying notes, which are an integral part of these financial statements. 54 Table of Contents BACKBLAZE, INC. STATEMENTS OF OPERATIONS (in thousands, except share and per share data) For the Years Ended December 31, 2021 2020 Revenue $ 67,479 $ 53,784 Cost of revenue 33,138 25,801 Gross profit 34,341 27,983 Operating expenses: Research and development 20,536 13,069 Sales and marketing 19,698 11,924 General and administrative 12,901 6,722 Total operating expenses 53,135 31,715 Loss from operations ( 18,794 ) ( 3,732 ) Interest expense ( 3,677 ) ( 2,886 ) Gain on extinguishment of debt 2,299 — Realized loss on SAFE ( 1,436 ) — Loss before provision for income taxes ( 21,608 ) ( 6,618 ) Income tax provision 96 5 Net loss $ ( 21,704 ) $ ( 6,623 ) Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ ( 1.07 ) $ ( 0.36 ) Weighted average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 20,345,655 18,609,422 See accompanying notes, which are an integral part of these financial statements. 55 Table of Contents BACKBLAZE, INC. STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except share data) Convertible Preferred Stock Class A and Class B Common Stock Additional Paid-in Capital Accumulated Deficit Total Shares Amount Shares Amount Balance as of December 31, 2019 3,359,195 $ 2,784 18,596,772 $ 5 $ 5,684 $ ( 8,283 ) $ ( 2,594 ) Net loss — — — — — ( 6,623 ) ( 6,623 ) Adoption of new accounting standard (Topic 606) — — — — — 267 267 Issuance of common stock upon exercise of stock options — — 18,133 — 19 — 19 Stock-based compensation — — — — 2,091 — 2,091 Balance as of December 31, 2020 3,359,195 $ 2,784 18,614,905 $ 5 $ 7,794 $ ( 14,639 ) $ ( 6,840 ) Net loss — — — — — ( 21,704 ) ( 21,704 ) Conversion of convertible preferred stock to Class B common stock upon initial public offering ( 3,359,195 ) ( 2,784 ) 3,359,195 ( 3 ) 2,784 — 2,781 Issuance of Class A common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs — — 7,187,500 1 103,142 — 103,143 Issuance of Class A common stock upon settlement of SAFE notes — — 722,860 — 11,566 — 11,566 Issuance of Class A and Class B common stock upon exercise of stock options — — 500,374 — 478 — 478 Stock-based compensation — — — — 6,062 — 6,062 Balance as of December 31, 2021 — $ — 30,384,834 $ 3 $ 131,826 $ ( 36,343 ) $ 95,486 See accompanying notes, which are an integral part of these financial statements. 56 Table of Contents BACKBLAZE INC. STATEMENTS OF CASH FLOWS (in thousands) For the Years Ended December 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 21,704 ) $ ( 6,623 ) Adjustments to reconcile net loss to net cash provided by operating activities: Gain on extinguishment of Paycheck Protection Program (“PPP”) loan ( 2,299 ) — Realized loss and interest expense on SAFE 1,566 — Depreciation and amortization 16,322 12,951 Stock-based compensation 5,629 1,879 Amortization of deferred contract costs 783 664 (Gain) loss on disposal of assets and other ( 4 ) 42 Changes in operating assets and liabilities: Accounts receivable ( 100 ) ( 128 ) Prepaid expenses and other current assets ( 3,914 ) ( 1,173 ) Other assets ( 541 ) 170 Accounts payable 502 143 Accrued expenses and other current liabilities 1,333 2,302 Accrued VAT liability 978 ( 191 ) Deferred revenue 5,464 1,963 Other long-term liabilities ( 495 ) 820 Net cash provided by operating activities 3,520 12,819 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of property and equipment 17 2 Purchases of property and equipment, net ( 7,579 ) ( 2,125 ) Capitalized internally-developed software costs ( 3,628 ) ( 2,850 ) Net cash used in investing activities ( 11,190 ) ( 4,973 ) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on capital lease and lease financing obligations ( 12,153 ) ( 10,863 ) Proceeds from initial public offering, net of underwriting discounts and commissions and other offering costs 106,950 — Payments of deferred offering costs ( 2,977 ) ( 176 ) Proceeds from PPP — 2,272 Proceeds from debt facility 3,500 — Repayment of debt facility ( 3,500 ) — Proceeds from SAFE 10,000 — Proceeds from lease financing 4,308 — Proceeds from exercises of stock options 478 19 Net cash provided by (used in) financing activities 106,606 ( 8,748 ) Net increase (decrease) in cash, cash equivalents and restricted cash 98,936 ( 902 ) Cash, cash equivalents and restricted cash at beginning of period 6,076 6,978 Cash, cash equivalents and restricted cash at end of period $ 105,012 $ 6,076 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 3,526 $ 2,882 Cash paid for income taxes $ 14 $ 11 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Stock-based compensation capitalized internal-use software $ 433 $ 212 Equipment acquired through capital lease obligations $ 16,499 $ 23,083 Accruals related to purchases of property and equipment $ 164 $ 731 Extinguishment of PPP loan $ 2,299 $ — Settlement of SAFE notes $ 11,566 $ — RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents $ 104,843 $ 6,076 Restricted cash - included in prepaid expenses and other current assets $ 169 $ — Total cash, cash equivalents and restricted cash $ 105,012 $ 6,076 57 Table of Contents See accompanying notes, which are an integral part of these financial statements. 58 Table of Contents BACKBLAZE INC. NOTES TO FINANCIAL STATEMENTS Note 1. Organization and Description of Business Description of Business Backblaze, Inc. (“Backblaze” or the “Company”) is a storage cloud platform, providing businesses and consumers with solutions to store and use their data. Backblaze provides these cloud services through purpose-built, web-scale software built on commodity hardware. Backblaze was incorporated in the state of Delaware on April 20, 2007 and is headquartered in San Mateo, California. Initial Public Offering (“IPO”) On November 15, 2021, the Company’s IPO had its first closing, in which it issued and sold 6,250,000 shares of our Class A common stock at a public offering price of $ 16.00 per share. On November 17, 2021, the IPO had its second closing, in which the Company issued and sold 937,500 additional shares at the same per-share price pursuant to the exercise by the underwriters of their option to purchase such shares from us for the purpose of covering over-allotments. Together, these two closings resulted in net proceeds of approximately $ 103.0 million after deducting the underwriting discounts and commissions and offering expenses. In connection with the IPO and with the filing of our Amended and Restated Certificate of Incorporation in Delaware and the adoption of its Amended and Restated Bylaws, the following occurred, (i) the reclassification of all outstanding shares of the Company’s common stock into an equivalent number of shares of its Class B common stock, (ii) all shares of the convertible preferred stock then outstanding automatically converted into 3,359,195 shares of Class B common stock and (iii) the SAFE notes automatically converted into 722,860 shares of Class A common stock. Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Stock Split During October 2021, the Company effected a 3.6 -for-1 stock split of its outstanding common stock and convertible preferred stock. Upon the effectiveness of the stock split, all issued and outstanding shares of common stock and convertible preferred stock and related per share amounts contained in the accompanying financial statements were retroactively revised to reflect this stock split for all periods presented. The par value of the authorized stock was not adjusted as a result of the stock split. Emerging Growth Company The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an EGC. Segment Information The Company has a single operating and reportable segment. In reaching this conclusion, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the 59 Table of Contents nature of the information provided to the CODM and how that information is used to make operating decisions, allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on an aggregated basis for purposes of making operating decisions, assessing financial performance and allocating resources. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Such estimates and assumptions include the costs to be capitalized as internal-use software and their useful life, the useful lives of other long-lived assets, impairment considerations for long-lived assets, expected lease term for capital leases, estimates related to variable consideration, valuation of the Company’s common stock prior to the IPO and stock options and accounting for taxes, including estimates for sales tax and VAT liability, deferred tax assets, valuation allowance and uncertain tax positions. The Company bases its estimates on historical experience and on assumptions that management considers reasonable. Future actual results could differ materially from these estimates. Risks and Uncertainties COVID-19 The worldwide spread of coronavirus (“COVID-19”) has created significant uncertainty in the global economy. There have been no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and as a result, the ultimate impact of COVID-19 and the extent to which COVID-19 continues to impact Backblaze’s business will depend on future developments, which are highly uncertain and difficult to predict. Starting in April 2020, Backblaze began to acquire additional hard drives and related infrastructure equipment through capital lease agreements in order to minimize the impact of potential supply chain disruptions. The additional leased hard drives resulted in a higher balance of capital equipment and related lease liability, an increase in cash used in financing activities from principal payments, as well as higher ongoing interest and depreciation expense related to these lease agreements. While the Company has not yet experienced a supply chain disruption, such a disruption may occur in the future. The Company may also experience other impacts of the COVID-19 pandemic such as the lack of availability of the Company’s key personnel, additional temporary closures of the Company’s office or the facilities of the Company’s business partners, customers, third party service providers or other vendors, the inability to travel to markets and sell its products, and the interruption of the Company’s access to liquidity and capital or financial markets. The Company does not yet know the full extent of potential impacts on its business or operations or on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period of time. As of the date of these financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or the carrying value of its assets or liabilities. Concentrations Credit risk. Financial instruments that potentially subject the Company to credit risk primarily consist of cash, cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions with investment-grade ratings. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers to the extent of the amount recorded on the balance sheets. Vendors. The Company acquires infrastructure equipment from third party vendors. Vendors may have limited sources of equipment and supplies which may expose the Company to potential supply and service disruptions that could harm the Company’s business. Two vendors represented in aggregate 24 % of total cash disbursements during the year ended December 31, 2021, while three vendors represented 40 % of the accounts payable balance as of December 31, 2021. Two vendors represented in aggregate 31 % of total cash disbursements during the year ended December 31, 2020, while three vendors represented 20 % of the accounts payable balance as of December 31, 2020. 60 Table of Contents Revenue. The Company derives substantially all of its revenue from the services operating on its Backblaze Storage Cloud platform: its Backblaze B2 Cloud Storage (“B2 Cloud Storage”) and Backblaze Computer Backup (“Computer Backup”) offerings. The potential for severe impact to the Company’s business could result if the Company was unable to operate its platform or serve customers through its platform, for an extended period of time. Revenue Recognition The Backblaze Storage Cloud provides the core platform for the Company’s B2 Cloud Storage consumption-based offering and its Computer Backup subscription-based offering. The Company derives its revenue primarily from fees earned from customers accessing these offerings through its platform, paid monthly in arrears for consumption-based arrangements for B2 Cloud Storage, or charged upfront for subscription-based arrangements for Computer Backup. The Company provides services to its customers under subscription-based arrangements of one month, one-year and two-years, which automatically renew at the end of the respective term. The Company also recognizes revenue from products offered to its customers for the ability to securely restore data using a USB drive (“USB Restore”) and for migrating large data sets to its platform using its proprietary Fireball device. The Company refers to these products as its “Physical Media revenue”. Physical Media revenue was approximately 1 % of the Company’s revenue for the years ended December 31, 2021 and 2020. The Company’s monthly subscription arrangements do not provide customers with refund rights. One and two-year subscription arrangements are eligible for a full refund up to 30 days after subscribing. For its Physical Media revenue, the Company offers a full refund to its customers restoring data using a USB drive, if the drives are returned to the Company within 30 days of receipt. The Company recognizes revenue net of its estimate of expected customer cancellations and returns. These estimates involve inherent uncertainties and use of management’s judgment. While the majority of the Company’s customers pay via credit card, amounts that have been invoiced are recorded in accounts receivable and in revenue, or deferred revenue, depending on whether appropriate revenue recognition criteria have been met. As the Company provides its offerings as a hosted service, it does not provide customers the contractual right to take possession of the software at any time, does not incur set up costs, nor does it charge an installation fee for its new customers. The Company adopted Accounting Standards Codification (“ASC”) 606 on January 1, 2020 using the modified retrospective method and determines revenue recognition through the following five steps: 1. Identify the contract with a customer. The Company considers the terms and conditions of the contracts and its customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors; however, as approximately 98 % and 99 % of the Company ’s revenue was generated from customers paying via credit card during the year ended December 31, 2021 and 2020, respectively, the risk of non-payment is reduced. 2 . . Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the services and products that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. The Company’s contracts typically contain a single distinct performance obligation representing one of its Backblaze Storage Cloud platform offerings, which includes either B2 Cloud Storage and Computer Backup services and related customer support. Customers also have the option to purchase a USB device for USB Restore and rental of its Fireball device at the standalone selling price (“SSP”). 3. Determine the transaction price. The transaction price is determined based on the consideration the Company expects to receive in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. The Company’s variable consideration includes consumption-based revenue and revenue arrangements that offer the right of return. The Company offers a 30 day right of ret urn for its 1 and 2-year subscription-based arrangements and records a refund liability based on historical return data. Certain fees that are considered consideration payable to a customer are accounted for as a reduction of the transaction price. None of the 61 Table of Contents Company’s contracts contain a significant financing component. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes). 4. Allocate the transaction price to performance obligations in the contract. Contracts that contain multiple distinct performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP. The Company determines relative standalone selling price for performance obligations based on the price it sells a good or service separately. 5. Recognize revenue when or as the Company satisfies a performance obligation. Revenue is recognized when control of the services is transferred to the customers and in an amount that reflects the consideration the Company expects to receive in exchange for those services. Performance obligations are satisfied over time when the customer simultaneously receives and consumes the benefits as the entity performs. Revenue is generally recognized over the common measure of progress (i.e., time-based or consumption-based) for the entire performance obligation. Revenue from subscription-based arrangements is recognized on a straight-line basis over the contractual term beginning on the date that the service commences, as customers are entitled to the same benefits throughout the contractual term. Fees from consumption-based arrangements are recognized as services are delivered based on the amount of daily storage consumed. Revenue for USB Restore is recognized as USB devices are delivered to customers, and recognition of the Company’s Fireball device rental is time-based. The Company also offers a 15-day free trial pe riod for its subscription-based arrangements. The Company does not enter into a contract with the customer during this trial period. Under its consumption-based arrangements, the Company does not charge customers until at least 10 gigabytes of data have been stored. The Company applied the optional exemption of not disclosing the transaction price allocated to the remaining performance obligations for its consumption-based contracts and contracts with original duration of one year or less. The non-current deferred revenue balance o f $ 3.1 million on the Company’s balance sheet as of December 31, 2021 will be recognized in 2023. As of December 31, 2020, the Company’s non-current deferred revenue balance was $ 1.8 million , which will be recognized in 2022. For revenue generated from arrangements that involve third-parties, the Company evaluates whether it is the principal or the agent based on maintaining control over the services being provided and maintaining the relationship with the end-customer. Substantially all of the Company’s revenue is reported on a gross basis, as the Company is the principal. Cost of Revenue Cost of revenue includes costs directly associated with the delivery of services and products, which consists of expenses for providing Backblaze’s platform to its customers. These expenses include rent and utilities for operating in co-location facilities, network and bandwidth costs, shipping and handling for Physical Media revenue, depreciation of the Company’s equipment and capital lease assets in co-location facilities and other infrastructure expenses incurred in connection with its customers’ use of its services. Personnel-related costs associated with customer support and maintaining service availability include salaries, benefits, bonuses and stock-based compensation. Cost of revenue also includes credit card processing fees, amortization of capitalized internal-use software development costs and allocated overhead costs. Research and Development Costs Research and development costs consist primarily of personnel-related expenses associated with the Company’s research and development staff, including salaries, benefits, bonuses and stock-based compensation. Research and development costs also include consultants or professional services fees, costs related to the support and maintenance of systems used in product development, subscription services for use by its research and development organization and an allocation of its overhead costs. Research and development costs are generally expensed as incurred, unless they qualify as capitalized internal-use software. Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expenses in the statements of operations. These costs were approximate ly $ 3.3 million and $ 1.3 million for the years ended December 31, 2021 and 2020, respectively. 62 Table of Contents Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized by applying the enacted statutory tax rates applicable to future years to differences between the carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance to amounts that are more likely than not to be realized. Where interpretation of the tax law may be uncertain, the Company recognizes, measures and discloses income tax uncertainties. The Company accounts for interest expense and penalties related to unrecognized tax benefits as income tax expense in its statements of operations. The Company is subject to periodic audits by the Internal Revenue Service and other taxing authorities, which may challenge tax positions taken by the Company. Stock-based Compensation All stock-based compensation to employees is measured on the grant date, based on the fair value of the awards on the date of grant. The Company recognizes compensation cost for its awards on a straight-line basis over the requisite service period, which is generally a vesting period of four years . The Company uses the Black-Scholes option pricing model to measure the fair value of its stock options. The Black-Scholes option pricing model requires the use of complex assumptions, which determine the fair value of stock-based awards. If an award contains a provision whereby vesting is accelerated upon a change in control, the Company recognizes stock-based compensation expense on a straight-line basis, as a change in control is considered to be outside of its control and is not considered probable until it occurs. Forfeitures are accounted for in the period in which they occur. Cash and Cash Equivalents Cash and cash equivalents include cash and certain highly liquid investments with original matur ities of 90 days or less at the date of purchase. Cash equivalents are primarily recorded at cost, which approximates fair valu e due to their generally short maturities. Fair Value of Financial Instruments The Company measures financial assets and liabilities at fair value at each reporting date. 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. Fair value measurements are reported under a three-level valuation hierarchy. The classification of the Company’s financial assets within the hierarchy is as follows: Level 1—Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets include money market funds. Level 2—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying amounts reflected in the balance sheets for accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities and other liabilities and deferred revenue approximate their respective fair values due to the short maturities of those instruments. Accounts Receivable, Net Accounts receivable are recorded net of an allowance for doubtful accounts, when the Company has an unconditional right to payment. The allowance for doubtful accounts is estimated based on the Company’s assessment of its ability to collect on customer accounts receivable and wa s not material as of December 31, 2021 and 2020. The 63 Table of Contents Company regularly reviews the allowance by considering certain factors such as historical experience, credit quality, age of accounts receivable balances and other known conditions that may affect a customer’s ability to pay. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, a specific allowance is recorded against amounts due from the customer which reduces the net recognized receivable to the amount the Company reasonably believes will be collected. The Company writes-off accounts receivable against the allowance when a determination is made that the balance is uncollectible and collection of the receivable is no longer being actively pursued. Unbilled Accounts Receivable Unbilled accounts receivable represents revenue recognized on contracts for which billings have not yet been presented to customers due to consumption-based usage that is billed monthly in arrears. Substantially all of the Company’s unbilled accounts receivable is charged via a credit card upon billing. Unbilled accounts receivable is included in prepaid expenses and other current assets on the balance sheets. The balance of unbilled accounts receivable as of December 31, 2021 and 2020 is presented in Note 6. Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, accounting and consulting fees relating to the Company’s IPO, are capitalized in other assets on the balance sheet. The deferred offering costs were offset against IPO proceeds upon the consummation of the IPO. Deferred Contract Costs Commissions paid to affiliates for new customers or customer renewals are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are recorded when earned and are amortized over the expected benefit period using the straight-line method. As renewal commission is commensurate with a commission in an initial sale, such amounts are capitalized and amortized over the stated contract term. Capitalized commission amounts expected to be recognized within one year of the balance sheet date are recorded as prepaid expenses and other current assets, and the remaining portion is recorded as other assets, on the Company’s balance sheets. Expense for commissions are included in sales and marketing expenses in the statements of operations. Property and Equipment, Net Property and equipment, both owned and under capital leases, are stated at cost, less accumulated depreciation, which is computed on a straight-line basis over the asset’s estimated useful life. Leasehold improvements are depreciated over the shorter of the useful life of the asset or expected lease term. Improvements that increase functionality of the asset are capitalized and depreciated over the asset’s remaining useful life. Construction-in-progress is not depreciated. Fully depreciated assets are retained in property and equipment until removed from service. The following table presents the estimated useful lives of property and equipment: Property and Equipment Useful life Data center equipment 3 - 5 years Machinery and equipment 3 - 5 years Computer equipment 3 - 5 years Leasehold improvements Shorter of useful life or expected lease term Capitalized Internally-Developed Software, Net The Company capitalizes qualifying software development costs related to new features and enhancements to the functionality of its platform and related products, as well as certain implementation costs. The costs consist of personnel costs (including related benefits and stock-based compensation) that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed, and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. 64 Table of Contents The Company reviews its capitalization criteria for each project individually. Capitalized costs are amortized over the estimated useful life of the software, which is generally five years , on a straight-line basis, and represents the manner in which the expected benefit will be derived. The Company determines the useful lives of identifiable project assets after considering the specific facts and circumstances related to each project. The amortization of costs related to the platform applications is included in cost of revenue in the statements of operations. Significant judgments related to the capitalization of software costs include determining whether it is probable that projects will result in new or additional functionality, concluding on when the application development phase starts and ends and estimating which costs, especially employee compensation costs, should be capitalized. Impairment of Long-lived Assets Long-lived assets with finite lives include property and equipment, capitalized internally-developed software, and certain implementation costs incurred for cloud computing arrangements. The Company evaluates these long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group during the quarter in which the determination is made. Deferred Revenue The Company records deferred revenue when customer payments are received in advance of satisfying the performance obligations on the Company’s contracts. Subscription-based arrangements are generally billed and paid in advance of satisfaction of these performance obligations. Deferred revenue relating to the Company’s subscription-based arrangements that have a contractual expiration date of less than 12 months are classified as current. The Company classifies deferred revenue from services that will be provided in more than 12 months as non-current on its balance sheets. Leases The Company enters into capital lease arrangements for hard drives and related equipment, and operating leases for rental of co-location space in data centers and offices. The Company determines if an arrangement is or contains a lease at inception by evaluating various factors, including if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration and other facts and circumstances. The lease term begins on the date of initial possession of the leased asset. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception. Lease classification is determined at the lease commencement date. Capital leases are included in property and equipment, net, on the Company’s balance sheets. Accounting Pronouncements Recently Adopted In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by this new guidance. The Company adopted this standard effective January 1, 2021 on a prospective basis. The adoption did not have a material impact on the financial statements. See Note 8 for further details. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes, in order to reduce cost and complexity of its application. The Company adopted this standard effective January 1, 2021. The adoption did not have a material impact on the financial statements. Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires the recognition of lease assets and lease liabilities arising from operating leases on the balance sheet. Subsequently, the FASB also issued a 65 Table of Contents series of amendments to this new lease standard that address the transition methods available and clarify the guidance for lessor costs and other aspects of the new lease standard. The Company will adopt the standard effective January 1, 2022 and expects to adopt using the modified retrospective transition method without restating comparative periods. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements for operating leases outstanding as of December 31, 2021 and the impact of recognition of lease assets and lease liabilities arising from operating leases on its balance sheet. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently. For trade receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for the Company for its fiscal year beginning January 1, 2023 and interim periods within that fiscal year. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements. Note 3. Revenues Impact of the New Revenue Standard, ASC 606 The Company recorded a net reduction to accumulated deficit of $ 0.3 million, as of January 1, 2020 due to the cumulative impact of adopting ASC 606 and ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers . Prior to the adoption, the Company had not capitalized contract costs on its December 31, 2020 balance sheet. The following table summarizes the cumulative transition adjustments for the adoption of the new revenue standard recorded on the January 1, 2020 balance sheet to reflect the aggregate impact of capitalizing eligible contract costs under ASC 340-40 from all contracts not completed as of January 1, 2020 (in thousands). December 31, 2019 balance sheet Cumulative transition adjustment for the new revenue standard January 1, 2020 balance sheet Assets Prepaid expenses and other current assets $ 2,023 $ 236 $ 2,259 Other assets 835 31 866 Equity Accumulated deficit ( 8,283 ) 267 ( 8,016 ) The following tables summarize the impact of the new revenue standard on the Company’s statement of operations for the year ended December 31, 2020 and the balance sheet as of December 31, 2020. The impact noted in the tables below is a result of the Company’s adoption of accounting for deferred contract costs under ASC 340-40 in conjunction with its adoption of ASC 606 (in thousands). For the Year Ended December 31, 2020 As reported Impact of the new revenue standard Results under the prior revenue standard Operating Expenses Sales and marketing $ 11,924 $ 66 $ 11,990 66 Table of Contents December 31, 2020 As reported Impact of the new revenue standard Results under the prior revenue standard Assets Prepaid expenses and other current assets $ 2,947 $ ( 387 ) $ 2,560 Other assets 809 ( 42 ) 767 Deferred Contract Costs The Company’s amortization of deferred contract costs was $ 0.8 million and $ 0.7 million during the year ended December 31, 2021 and 2020, respectively. The amount of capitalized contract costs was $ 0.4 million as of December 31, 2021 and 2020, respectively. Deferred Revenue Deferred revenue was $ 24.9 million and $ 19.4 million as of December 31, 2021 and 2020, respectively. Revenue recognized during the year ended December 31, 2021 and 2020 was approximately $ 17.6 million and $ 15.8 million, respectively, which was included in each deferred revenue balance at the beginning of each respective period. The Company’s deferred revenue as stated on the balance sheets presented approximate its contract liability balance as of December 31, 2021 and 2020. Disaggregation of Revenues The following table presents the Company’s revenues disaggregated by timing of revenue recognition (in thousands): For the Years Ended December 31, 2021 2020 Consumption-based arrangements (B2 Cloud Storage) $ 22,632 $ 14,240 Subscription-based arrangements (Computer Backup) 44,117 38,926 Physical Media 730 618 Total revenue $ 67,479 $ 53,784 Revenue by geographic area, based on the location of the Company’s customers, was as follows (in thousands): For the Years Ended December 31, 2021 2020 United States $ 48,346 $ 38,869 Other 19,133 14,915 Total $ 67,479 $ 53,784 Note 4. Cash Equivalents The Company’s cash equivalents on its balance sheets included money market funds with an amortized cost and estimated fair value of $ 2.7 million as of December 31, 2020. The Company had no money market funds as of December 31, 2021. 67 Table of Contents Note 5. Fair Value Measurements The following table presents the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of December 31, 2021 and 2020 (in thousands): Level 1 Level 2 Level 3 December 31, December 31, December 31, 2021 2020 2021 2020 2021 2020 Assets Cash equivalents: Money market funds $ — $ 2,651 $ — $ — $ — $ — Total $ — $ 2,651 $ — $ — $ — $ — Fair values determined by Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets. The following table summarizes the total carrying value of the Company’s Level 3 instruments held as of December 31, 2021 including cumulative realized gains and losses recognized during the year months ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Beginning balance as of December 31, 2020 $ — Sale of SAFE notes 10,000 Total realized loss 1,436 Conversion of SAFE notes ( 11,436 ) Ending balance as of December 31, 2021 $ — Level 3 instruments are characterized by unobservable inputs that are supported by little or no market activity, which require management judgment or estimation. The fair value of the SAFE notes was determined in interim periods during 2021 using unobservable inputs. In valuing the SAFE notes, the Company used a Monte Carlo simulation to forecast a range of probability-weighted settlement paths in combination with income, market, and cost-based valuation approaches. The settlement paths used probabilities ranging from 5 % to 65 %. The Company used a discount rate of approximately 30 % to adjust the probability-weighted settlement paths to their present value. An increase in the discount rate would decrease the fair value of the instrument, and an increase in probabilities of certain settlement paths would increase the fair value of the instrument. The fair value of the SAFE notes, upon conversion, was determined using the Company’s Class A common stock valuation of $ 16.00 as of the settlement date of November 10, 2021, which is also the Company’s IPO date. See Note 11 for further details on the SAFE Notes. 68 Table of Contents Note 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Unbilled accounts receivable $ 1,220 $ 841 Prepaid expenses 2,403 643 Prepaid subscriptions 730 276 Prepaid flash drives 378 — Capitalized commissions 345 315 Receivable from payment processor 289 268 Prepaid data migration fees 93 71 Other 472 533 Total prepaid expenses and other current assets $ 5,930 $ 2,947 Note 7. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Data center equipment $ 25,338 $ 10,538 Leased and financed data center equipment 50,419 51,852 Machinery and equipment 7,803 4,369 Computer equipment 1,631 1,176 Leasehold improvements 956 876 Construction-in-process — 2,358 Total property and equipment 86,147 71,169 Less: accumulated depreciation ( 43,079 ) ( 32,423 ) Total property and equipment, net $ 43,068 $ 38,746 Depreciation expense was $ 14.6 million and $ 11.7 million for the years ended December 31, 2021 and 2020, respectively. For the Company’s equipment under capital leases and collateralized financing obligations, accumulated depreciation was $ 13.5 million and $ 19.6 million as of December 31, 2021 and 2020, respectively. The carrying value of the Company’s equipment under capital lease agreements and collateralized financing obligations was $ 36.9 million and $ 32.3 million as of December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the Company recorded a gain and a loss of less than $ 0.1 million, respectively, as a result of disposing of certain hard drives. These disposals occurred in the ordinary course of business, as the Company continuously evaluates its requirements for operating its data centers. The loss and gains are recorded as general and administrative expenses in the Company’s statements of operations. As of December 31, 2021 and 2020, substantially all of the Company’s assets were held in the United States. 69 Table of Contents Note 8. Capitalized Internally-Developed Software, Net Capitalized internally-developed software, net consisted of the following (in thousands): December 31, 2021 2020 Developed software $ 12,535 $ 8,593 General and administrative software 144 466 Total capitalized internal-use software 12,679 9,059 Less: accumulated amortization ( 5,042 ) ( 3,377 ) Total capitalized internal-use software, net $ 7,637 $ 5,682 In accordance with the adoption of ASU 2018-15, during 2021 the Company aligned its capitalization of implementation costs for cloud computing arrangements with its accounting for the underlying software license included in such arrangements. Accordingly, the Company reclassified these implementation costs on its balance sheet in prepaids expenses and other current assets and other assets as of December 31, 2021, on a prospective basis. Amortization expense of capitalized internal-use software was $ 1.7 million and $ 1.2 million for the years ended December 31, 2021 and 2020, respectively. Amortization of developed software and software for internal use are included in cost of revenue and general and administrative expense, respectively, in the Company’s statements of operations for the years ended December 31, 2021 and 2020. As of December 31, 2021, future amortization expense is expected to be as follows (in thousands): Year Ending December 31, 2022 $ 2,050 2023 1,900 2024 1,635 2025 1,180 2026 727 Thereafter 145 Total $ 7,637 Note 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation $ 1,648 $ 1,295 Accrued sales tax 1,209 598 Accrued expenses 1,646 1,284 Accrued income tax 15 5 Other 591 414 Accrued expenses and other current liabilities $ 5,109 $ 3,596 70 Table of Contents Note 10. Commitments and Contingencies Capital Leases and Lease Financing Obligations The Company enters into capital lease arrangements to obtain hard drives and related equipment for its data center operations. The terms of these agreements primarily range from three to four years and certain of these arrangements have optional renewals. Contingent rental payments are generally not included in the Company’s lease agreements. The leases are generally secured by the underlying leased equipment. The future minimum commitments for these capital leases and lease financing obligations as of December 31, 2021 were as follows (in thousands): Year Ending December 31, 2022 $ 16,765 2023 14,123 2024 6,707 2025 617 2026 — Thereafter — Total future minimum lease and financing commitments 38,212 Less imputed interest ( 4,964 ) Total liability $ 33,248 For the Company’s assets acquired through capital lease agreements, depreciation expense was $ 11.5 million and $ 9.2 million for the years ended December 31, 2021 and 2020, respectively, which is included in cost of revenue in its statements of operations. During the year ended December 31, 2021, the Company entered into four sale-leaseback arrangements with vendors to provide approximately $ 4.3 million in cash proceeds for previously purchased hard drives and related equipment. The Company concluded the related lease arrangements would be classified as lease financing obligations as it has the option to repurchase the assets at their fair value at a future date. Therefore, the transaction was deemed a failed sale-leaseback and was accounted for as a financing arrangement. The assets continue to be depreciated over their useful lives, and payments are allocated between interest expense and repayment of the financing liability. As of December 31, 2021, the future minimum payments related to the financing agreements consisted of the following (in thousands): Year Ending December 31, 2022 $ 1,385 2023 1,385 2024 1,240 2025 387 2026 — Thereafter — Total future minimum financing payments $ 4,397 Operating Leases The Company leases its facilities for data centers and office space under non-cancelable operating leases with various expiration dates. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments. Contingent rental payments are generally not included in the Company’s lease agreements. 71 Table of Contents The future minimum commitments for these operating leases as of December 31, 2021 were as follows (in thousands), which also include minimum payments for services under our operating lease agreements: Year Ending December 31, 2022 $ 4,896 2023 4,351 2024 3,098 2025 1,327 2026 1,363 Thereafter 5,977 Total $ 21,012 Rental expense related to the Company’s operating leases was approximately $ 7.1 million for the year ended December 31, 2021, of which $ 6.3 million and $ 0.8 million is included in cost of revenue and general and administrative expenses in its statement of operations, respectively. Rental expense related to the Company’s operating leases was approximately $ 5.2 million for the year ended December 31, 2020, of which $ 4.6 million and $ 0.6 million is included in cost of revenue and general and administrative expenses in its statement of operations, respectively. In December 2020, the Company ceased use of an existing operating lease agreement for office space and recognized a one-time charge of $ 0.6 million for the remaining payments under the agreement. The one-time loss was recorded as general and administrative expense in the Company’s statement of operations. The current portion of the remaining obligation from the operating lease agreement is recorded in accrued expenses and other current liabilities and the non-current portion is recorded in other long-term liabilities on the Company’s balance sheet. Other Contractual Commitments Other non-cancellable commitments relate mainly to infrastructure agreements used to facilitate the Company’s operations. As of December 31, 2021, the Company had future minimum payments under the Company’s non-cancelable purchase commitments of $ 1.8 million and $ 1.5 million payable during the years ending December 31, 2022 and 2023, respectively. 401(k) Plan The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company contributed $ 1.1 million and $ 0.7 million to the 401(k) plan for the years ended December 31, 2021 and 2020, respectively. Legal Matters The Company is involved from time to time in various claims and legal actions arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of its current legal proceedings will have a material adverse effect on its financial position, results of operations or cash flows. However, the results of legal proceedings are inherently unpredictable and if an unfavorable ruling were to occur in any of the current legal proceedings there exists the possibility of a material adverse effect on the Company’s financial position, results of operations and cash flows. Sales Tax The Company undertook an analysis of its sales tax exposure based on the South Dakota vs. Wayfair case whereby the U.S. Supreme Court determined that physical presence was not required to determine the potential exposure a company has for sales tax purposes. Based on the Company’s initial analysis, its total accrual for sales tax payable was $ 1.2 million and $ 0.6 million as of December 2021 and 2020, respectively, which includes estimated amounts for penalties and interest. 72 Table of Contents Accrued VAT Liability The Company has calculated a liability for uncollected and unpaid VAT, which is generally assessed by various taxing authorities on services the Company provides to its customers. The Company accrues an amount that it considers probable to be collected and can be reasonably estimated. Based on the Company’s analysis, its total accrual for VAT tax payable was $ 2.5 million and $ 1.5 million as of December 31,2021 and 2020, respectively, which includes estimated amounts for penalties and interest. Indemnification The Company enters into indemnification provisions under agreements with other parties from time to time in the ordinary course of business. The Company has agreed in certain circumstances to indemnify and defend the indemnified party for claims and related losses suffered or incurred by the indemnified party from third-party claims due to the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. No losses have been recorded in the statements of operations in connection with the indemnification provisions. Note 11. Debt Credit Facility On October 11, 2017, the Company entered into a $ 15.0 million revolving credit agreement with HomeStreet Bank. Under this agreement, amounts available to be borrowed were based on the lesser of $ 15.0 million or the Company’s trailing four month’s monthly recurring revenue multiplied by a retention rate as defined in the agreement. Advances on the line of credit bear interest at the Wall Street Journal prime rate plus 0.25 %. Borrowings were secured by substantially all of the Company’s assets, with limited exceptions. During April 2021, the Company amended its revolving credit agreement with HomeStreet Bank. Under this amendment, among other things, (i) amounts available to be borrowed were based on the lesser of $ 10.0 million or the Company’s trailing four months monthly recurring revenue multiplied by a retention rate set forth in the amendment and (ii) advances on the line of credit bear interest at the Wall Street Journal prime rate plus 1.00 %. The revolving credit agreement, as amended, matured on June 1, 2022. During October 2021, the Company entered into a revolving credit agreement with City National Bank. Under this agreement, among other things, (i) amounts available to be borrowed are $ 9.5 million and (ii) advances on the line of credit bear interest at the average Secured Overnight Financing Rate (“SOFR”) rate plus 2.75 %. The revolving credit agreement matures in September 2024. In connection with this agreement, the Company fully repaid and subsequently terminated its 2017 revolving credit agreement with HomeStreet Bank. During December 2021, the Company entered into its first amendment to the revolving credit agreement with City National Bank. The amendment removed the financial covenants under the agreement and added a requirement for cash collateral to be posted prior to any advance. As of December 31, 2021, the Company had no outstanding balance and the total amount available to the to be borrowed was $ 9.5 million. Paycheck Protection Program On April 22, 2020, the Company received approximately $ 2.3 million in funding through the U.S. Small Business Administration’s Paycheck Protection Program that was part of the CARES Act that was signed into law in March 2020. The interest rate on the loan is 1.00 % per year and matured in April 2022. The note was payable in monthly installments of principal and interest, beginning in August 2021. The note was able to be repaid at any time with no payment penalty. The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. An application to forgive the entire amount was submitted with the lender in July 2020. Any request for forgiveness would have been subject to review and approval by the lender and the SBA. Further, the SBA stated that all PPP loans in excess of $2.0 million, and other PPP loans as appropriate, were subject to review by the SBA for compliance 73 Table of Contents with program requirements. If the SBA determined in the course of its review that a borrower lacked an adequate basis for the required certification concerning the necessity of the loan request or the subsequent use of loan proceeds, the SBA will seek repayment of the PPP loan, including interest and potential penalties. The Company recognized the entire loan amount as a financial liability, with interest accrued and expensed over the term of the loan. In June 2021, the Company received notification from the SBA that the Company’s forgiveness application of the PPP loan and accrued interest, totaling $ 2.3 million, was approved in full, and the Company has no further obligations related to the PPP loan. Accordingly, the Company recorded the forgiveness of the PPP loan as gain on extinguishment of debt on its statement of operations as of December 31, 2021. Convertible notes and related party transactions During August 2021, the Company issued investors convertible notes (the “Security”) in the amount of $ 10.0 million. The Security is classified as a Simple Agreement for Future Equity agreement (“SAFE”). The convertible notes are automatically convertible into shares of the Company’s Class A common stock upon the completion of an initial public offering (or other liquidity event if sooner) at a discounted price to the value of its common stock at the time of such event. The discount shall initially be equal to 10 % and shall increase by an additional 10 % annually following the effective date, subject to a maximum discount of 50 %. The discount shall be adjusted pro-rata on a monthly basis, increasing on the monthly anniversary of the effective date of the agreement. Interest shall accrue at the simple rate of 5 % per annum of the outstanding amount commencing upon the effective date of the agreement and continuing until the outstanding principal amount has been paid in full or converted. The accrued interest shall be added to the purchased amount upon conversion into equity. If there is a change of control event, these SAFE notes will automatically convert into the securities offered in connection with such change of control event. The Company determined that the SAFE notes should be classified as a liability based on evaluating the characteristics of the instrument, which contained both debt and equity-like features. As such, the Company recorded the carrying value of the SAFE notes and the associated accrued interest as a current liability on its balance sheet upon its issuance. On November 10, 2021, in connection with the IPO, the SAFE notes automatically converted into 722,860 shares of Class A common stock. The Company valued the notes on the settlement date of November 10, 2021 based on the Class A common stock price of $ 16.00 , which was the price of the Class A common stock sold in the IPO. This valuation resulted in a realized loss of $ 1.4 million that the Company recorded in its statement of operations. Furthermore, $ 2 million of the SAFE notes were purchased by TMT Investments PLC, a beneficial holder of more than 5% of the Company’s capital stock, and was deemed to be a related party transaction. Note 12. Convertible Preferred Stock Convertible preferred stock is carried at its issuance price, net of issuance costs. As of December 31, 2020, convertible preferred stock consisted of the following (in thousands, except share data): Shares authorized Shares issued and outstanding Carrying value Aggregate liquidation preference Preferred stock: Series 1 2,520,000 1,325,898 $ 350 $ 350 Series A 1,064,153 1,064,153 1,131 1,250 Series A-1 1,938,290 969,144 1,303 1,252 Total 5,522,443 3,359,195 $ 2,784 $ 2,852 In connection with the IPO on November 10, 2021, and with the filing of the Company’s Amended and Restated Certificate of Incorporation in Delaware and the adoption of its Amended and Restated Bylaws, all outstanding shares of convertible preferred stock were converted into 3,359,195 shares of Class B common stock. 74 Table of Contents As of December 31, 2021 and 2020, the Company had 10,000,000 and 9,000,000 shares of preferred stock authorized. Significant rights and preferences of the above convertible preferred stock are as follows: Conversion. Each share of convertible preferred stock is convertible, at the option of the holder, into one share of common stock, prior to the Company’s adoption of a dual class structure upon IPO, as determined by dividing its original price per share for the relevant series, plus any accrued but unpaid dividends on such shares, by the conversion price for such series. The conversion price of the Series 1 Preferred shall be $ 0.2640 , the Series A Preferred shall be $ 1.18 and the Series Preferred A-1 shall be $ 1.29 . Each share of convertible preferred stock automatically converts into the number of shares of common stock into which such shares are convertible at the then-effective conversion ratio upon (i) the written request of a majority of the outstanding shares of convertible preferred stock voting together as a single class on an as-if-converted basis or (ii) the closing of a firmly underwritten public offering of common stock with gross proceeds of at least $ 50 million. Voting. The holders of convertible preferred stock are entitled to one vote per share, which is the same number of votes per share as common stock into which the convertible preferred stock is convertible. The holders of convertible preferred stock vote together as one class with the holders of common stock. Dividends. Holders of convertible preferred stock shall be entitled to receive, when, as, and if declared by the Board of Directors (the “Board”), but only out of funds that are legally available therefor, cash dividends. Such dividends shall be payable on a pari passu basis and only when, as, and if declared by the Board and shall be non-cumulative. No dividends on convertible preferred stock or common stock have been declared by the Board through December 31, 2021. Liquidation preference. In the event of any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a “Liquidation Event”), the holders of convertible preferred stock shall be entitled, before any distribution or payment shall be made to the holders of common stock, to be paid out of the assets of the Company legally available for distribution for each share of convertible preferred stock, an amount per share of convertible preferred stock equal to the sum of the original issuance price plus all declared and unpaid dividends on such convertible preferred stock. Shares of convertible preferred stock shall not be entitled to be converted into shares of common stock in order to participate in any distribution as shares of common stock without first foregoing participation in such distribution as shares of convertible preferred stock. If, upon any such Liquidation Event, the assets of the Company shall be insufficient to make payment in full to all holders of the convertible preferred stock, then the assets shall be distributed among the holders of convertible preferred stock on a pari passu basis, in proportion to the full amounts to which they would otherwise be respectively entitled. After the payment of the full liquidation preference to convertible preferred stockholders, the remaining assets of the corporation legally available for distribution to stockholders will be distributed ratably to the holders of common stock. Classification. The convertible preferred stock is contingently redeemable upon certain deemed liquidation events such as a change in control or an involuntary winding-up or dissolution of the Company. The convertible preferred stock is not mandatorily redeemable, but since a deemed liquidation event would constitute a redemption event outside of the Company’s control, all shares of convertible preferred stock have been presented outside of permanent equity in mezzanine equity on the balance sheets. Note 13. Stockholders’ Equity (Deficit) Common Stock. In connection with the IPO, the amended and Restated Certificate of Incorporation provided for a dual class common stock structure, all outstanding shares of the Company’s common stock converted into an equivalent number of shares of its Class B common stock, and all shares of the convertible preferred stock then outstanding automatically converted into 3,359,195 shares of Class B common stock. The Class B common stock on the Company’s balance sheets presented is representative of its common stock prior to the inception of the dual class structure. Subsequent to the IPO, the Company has two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except for voting, transfer, and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. 75 Table of Contents The Company had reserved shares of common stock for future issuance as follows: December 31, 2021 Convertible preferred stock — 2011 Equity Incentive Plan Options outstanding 13,506,662 Shares available for future grants — 2021 Equity Incentive Plan Options outstanding 1,433,520 RSU’s outstanding 18,750 Shares available for future grants 3,880,274 Total 18,839,206 Stock Options. Stock options granted under the equity plans generally vest based on continued service over four years and expire ten years from the date of grant. Restricted Stock Units (“RSUs”) . RSUs granted under the 2021 Equity Incentive Plan generally vest based on continued service over a one year period and expire ten years from the date of grant. A summary of equity award activity under the Company’s equity plans and related information is as follows (in thousands, except share, price and year data): Shares available for grant Outstanding Stock Options Weighted- average exercise Price Weighted- average remaining contractual life (years) Aggregate intrinsic value Balance as of December 31, 2019 1,043,212 8,549,996 $ 1.93 6.53 $ 5,834 Shares authorized 2,700,000 Granted ( 3,317,134 ) 3,317,134 3.20 Exercised — ( 18,133 ) 1.03 Cancelled 439,261 ( 439,261 ) 2.67 Balance as of December 31, 2020 865,339 11,409,736 $ 2.27 6.52 $ 36,889 Shares authorized 7,242,500 Granted ( 4,437,720 ) 4,437,720 12.15 Exercised — ( 500,374 ) 0.96 Cancelled 406,900 ( 406,900 ) 4.52 2011 Equity Plan Expiration ( 177,995 ) — RSUs granted ( 18,750 ) — Balance as of December 31, 2021 3,880,274 14,940,182 $ 5.19 6.69 $ 182,843 Vested and exercisable as of December 31, 2021 8,444,516 $ 2.13 4.80 $ 124,616 The weighted-average grant-date fair value of options granted was $ 7.10 and $ 2.40 during the years ended December 31, 2021 and 2020, respectively. The aggregate grant-date fair value of options vested was $ 3.7 million and $ 1.5 million during the years ended December 31, 2021 and 2020, respectively. The intrinsic value of options exercised was $ 5.6 million and less than $ 0.1 million during the years ended December 31, 2021 and 2020, respectively. Intrinsic value represents the difference between the exercise price of the options and the fair value of the Company’s underlying common stock of the option award. Promissory notes 76 Table of Contents In June 2021, the Company issued full-recourse promissory notes to four employees of the Company for an aggregate principal amount of $ 48.0 thousand with an interest rate of 0.13 % per annum. All of the principal was used to exercise options for 234,526 shares of the Company’s common stock. As of December 31, 2021, the promissory notes have been settled. ESPP In October 2021, the Company’s Board of Directors adopted the 2021 Employee Stock Purchase Plan (“ESPP”), which became effective on the date of the IPO. The ESPP initially reserved and authorized the issuance of up to a total of 956,800 shares of Class A common stock to participating employees. The initial offering period commenced in November 2021 and the first purchase date will occur in May 2022. Eligible employees enrolled in the offering period at the start of each purchase period, may purchase a number of shares at a price per share equal to 85 % of the lesser of (1) the stock price at the employee’s first participation in the offering period or (2) the fair market value of the Company’s common stock on the purchase date. Note 14. Stock-Based Compensation Equity Incentive Plans 2011 Equity Incentive Plan. In 2011, the Company’s Board of Directors approved the adoption of the 2011 Stock Plan (the “Plan”). The Plan provides for the grant of stock-based awards to employees, non-employee directors and other service providers of the Company. During April 2020, the Company’s Board approved an increase to the number of authorized shares under the Plan by 2,700,000 . Following the increase, the Plan had 12,420,000 shares authorized as of December 31, 2020. During March 2021, the Company’s Board approved an increase to the number of authorized shares under the Plan by 1,800,000 . Following the increase, the Plan had 14,220,000 shares authorized. During August 2021, the Company’s Board approved an increase to the number of authorized shares under the 2011 Stock Plan by 180,000 . The Plan expired in September 2021. 2021 Equity Incentive Plan. In October 2021, The Company’s Board of Directors and stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and it was approved by stockholders in October 2021. The 2021 Plan replaced our 2011 Plan. However, awards outstanding under our 2011 Plan will continue to be governed by their existing terms. The 2021 Plan has the features described below. Share Reserve. The number of shares of our common stock available for issuance under our 2021 Plan equals the sum of 5,262,500 shares plus up to approximately 13,719,000 shares subject to awards granted under our 2011 Plan that expire, forfeit or are repurchased following the effective date of the 2021 Plan. The number of shares reserved for issuance under our 2021 Plan will be increased automatically on the first business day of each of our fiscal years, commencing in 2022 and ending in 2031, by a number equal to the least of (i) 4,784,100 shares, (ii) 5 % of the shares of common stock outstanding on the last business day of the prior fiscal year; or (iii) the number of shares determined by the Board of Directors. In general, to the extent that any awards under the 2021 Plan are forfeited, terminate, expire or lapse without the issuance of shares, or if we reacquire the shares subject to awards granted under our 2021 Plan, those shares will again become available for issuance under our 2021 Plan, as will shares applied to pay the exercise or purchase price of an award or to satisfy tax withholding obligations related to any award. Stock Options The following table summarizes the Black-Scholes option pricing model weighted-average assumptions used in estimating the fair value of stock options granted to employees during the years ended December 31, 2021 and 2020, inclusive of grants from the 2021 and 2011 Equity Incentive Plans: For the Years Ended December 31, 2021 2020 Expected term (in years) 6.0 5.9 Expected volatility 49.1 % 48.9 % Risk-free interest rate 1.10 % 0.46 % 77 Table of Contents Expected term. For stock options considered to be “plain vanilla” options, the Company estimates the expected term based on the simplified method, which is essentially the weighted average of the vesting period and contractual term, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. Expected volatility. The Company performed an analysis using the average volatility of a peer group of representative public companies with sufficient trading history over the expected term to develop an expected volatility assumption. Risk-free interest rate. Based upon quoted market yields for the United States Treasury debt securities for a term consistent with the expected life of the awards in effect at the time of grant. Expected dividend yield. Because the Company has never paid and has no intention to pay cash dividends on common stock, the expected dividend yield is zero . Fair value of underlying common stock. Prior to the IPO, because the Company’s common stock was not yet publicly traded, the Company estimated the fair value of common stock. The Board considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. RSU’s During November 2021, in connection with the IPO, the Company granted its first RSUs under the 2021 Plan to certain of its non-employee directors. These restricted stock awards vest upon the one-year anniversary of the award. As of December 31, 2021, 18,750 RSU’s had been granted, and no RSU’s had been vested, forfeited or cancelled. Stock-based compensation expense Stock-based compensation expense included in the statements of operations was as follows (in thousands): For the Years Ended December 31, 2021 2020 Cost of revenue $ 509 $ 100 Research and development 2,129 750 Sales and marketing 1,652 670 General and administrative 1,339 359 Total stock-based compensation expense $ 5,629 $ 1,879 During the years ended December 31, 2021 and 2020, the Company capitalized $ 0.4 million and $ 0.2 million, respectively, of stock-based compensation for the development of internal-use software. As of December 31, 2021, total compensation cost related to stock options not yet vested was $ 32.8 million , which will be recognized over a weighted-average period of 3.0 years . During the years ended December 31, 2021 and 2020, the Company’s Board approved modifications to extend the exercise period of vested options for certain terminated employees by the earlier of five years from the employee’s termination date or the option expiration date. The modification was effective upon the Board’s approvals, which resulted in incremental stock-based compensation expense during both years. As a result, the Company recognized an incremental $ 0.1 million in stock-based compensation during both years ended December 31, 2021 and 2020, respectively. 78 Table of Contents Note 15. Net Loss per Share Attributable to Common Stockholders The Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The rights of the holders of the Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Accordingly, the Class A common stock and Class B common stock share equally in our net losses. Prior to the IPO, our participating securities also included convertible preferred stock. The holders of convertible preferred stock did not have a contractual obligation to share in our losses, and as a result, net losses were not allocated to these participating securities. The Company considers its convertible preferred stock to be participating securities. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents during the period. For purposes of this calculation, the Company’s convertible preferred stock and stock options are considered to be potential common stock equivalents, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data). The shares issued in the IPO, the shares issued pursuant to the exercise by the underwriters of an option to purchase additional shares, and the shares of Class A and Class B common stock issued upon conversion of the outstanding shares of convertible preferred stock and SAFE notes are included in the table below weighted for the period outstanding. For illustration purposes, Class B common stock in the table below represents the Company’s common stock prior the adoption of the dual class structure in connection with the IPO. For the Year Ended December 31, 2021 2020 (in thousands, except share and per share amounts) Class A Class B Class A Class B Numerator: Net loss attributable to common stockholders $ ( 1,137 ) $ ( 20,567 ) N/A $ ( 6,623 ) Denominator for basic and diluted net loss per share: Weighted-average shares used in computing net loss per share attributable to common stockholders – basic and diluted 1,065,955 19,279,700 N/A 18,609,422 Net loss per share attributable to common stockholders – basic and diluted $ ( 1.07 ) $ ( 1.07 ) N/A $ ( 0.36 ) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been antidilutive. The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows: As of December 31, 2021 2020 Convertible preferred stock — 3,359,195 RSU’s 18,750 Stock options 14,940,182 11,409,736 Total 14,958,932 14,768,931 79 Table of Contents Note 16. Income Taxes The following table presents the components of net loss before income taxes (in thousands): For the Years Ended December 31, 2021 2020 United States $ ( 21,608 ) $ ( 6,618 ) Loss before provision for income taxes $ ( 21,608 ) $ ( 6,618 ) The provision for income taxes for the years ended were as follows (in thousands): As of December 31, 2021 2020 Current Federal $ — $ — State 58 5 Total current 58 5 Deferred: — — Federal 38 — State — — Total deferred $ 38 $ — Total provision $ 96 $ 5 Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of net deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate: For the Years Ended December 31, 2021 2020 Statutory federal income (benefit) rate ( 21 ) % ( 21 ) % Increase (decrease) resulting from: State income tax rate ( 6 ) % ( 7 ) % Change in valuation allowance 33 % 32 % Permanent items — % — % Tax credits ( 4 ) % ( 7 ) % Stock-based compensation 2 % 6 % Other ( 1 ) % 3 % Debt instruments 2 % — % PPP loan adjustment ( 2 ) % — % Fixed assets ( 3 ) % ( 6 ) % Effective tax rate — % — % 80 Table of Contents The components of the Company’s deferred tax assets and liabilities consisted of (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 12,149 $ 10,006 R&D credit carryforwards 4,323 2,919 Stock-based compensation 317 287 Accruals and other 2,012 772 18,801 13,984 Valuation allowance ( 12,747 ) ( 5,557 ) Total deferred tax asset 6,054 8,427 Deferred tax liability: Fixed assets ( 4,258 ) ( 7,050 ) Capitalized internal-use software ( 1,834 ) ( 1,377 ) Total deferred tax liability $ ( 6,092 ) $ ( 8,427 ) Net deferred tax asset/(liability) $ ( 38 ) $ — Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of net deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. ASC 740 requires that the tax benefit of net operating losses (“NOLs”), temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is more likely than not. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Management believes that realization of the deferred tax assets arising from the above-mentioned future tax benefits from operating loss carryforwards is currently not more likely than not and, accordingly, has provided a valuation allowance. The valuation allowance increased by $ 7.2 million and $ 0.5 million during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had federal and state NOL carryforwards of $ 53.0 million and $ 16.9 million, respectively. The federal NOL carryforwards consisted of $ 16.0 million generated before January 1, 2018, which will begin to expire in 2034 but are able to offset 100% of taxable income and $ 37.0 million generated after December 31, 2017 that will carryforward indefinitely but will be subject to 80% taxable income limitation beginning in tax years after December 31, 2021 as provided by the CARES Act. The Company has federal research and development (“R&D”) credit carryforwards of $ 3.4 million which will begin to expire in 2032 and California R&D credit carryforwards of $ 2.0 million which do not expire. The Company also has $ 0.1 million of California enterprise zone credits which will begin to expire in 2028. The utilization of NOLs and tax credit carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that have occurred previously or may occur in the future. Under Sections 382 and 383 of the Internal Revenue Code (“IRC”), a corporation that undergoes an ownership change may be subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes otherwise available to offset future taxable income and/or tax liability. An ownership change is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three-year period. The Company has not completed a formal study to determine if any ownership changes within the meaning of IRC Sections 382 and 383 have occurred. If an ownership change has occurred, the Company’s ability to use its NOLs or tax credit carryforwards may be restricted, which could require the Company to pay federal or state income taxes earlier than would be required if such limitations were not in effect. On March 27, 2020, the CARES Act was signed into law. Among some of the items that the CARES Act affects are changes to NOL limitations, NOL carryforward and carryback periods, changes to interest limitations, and depreciation of qualified improvement property. The tax provisions under the CARES Act do not have a material impact on the income tax provision for the year ended December 31, 2021 given the existence of the full valuation allowance. 81 Table of Contents On June 29, 2020, California State Assembly Bill 85 (the “Trailer Bill”) was enacted which suspends the use of California NOL deductions and certain tax credits, including research and development tax credits, for the 2020, 2021, and 2022 tax years. The Trailer Bill did not have a material impact on the Company’s financial statements as of December 31, 2021. Uncertain Income Tax Positions The total amount of unrecognized tax benefits as of December 31, 2021 was $ 0.8 million which related to federal and state R&D credits. If recognized, none of the unrecognized tax benefits would affect the effective tax rate. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): Years Ended December 31, 2021 2020 Balance at beginning of year $ 584 $ 421 Tax positions related to the current year: Additions 233 163 Reductions — — Tax positions related to the prior year: Additions — — Reductions — — Settlements — — Lapses in statute — — Balance at end of year $ 817 $ 584 The Company’s policy is to account for interest and penalties as income tax expense. As of December 31, 2021, the Company had no interest related to unrecognized tax benefits. No amounts of penalties related to unrecognized tax benefits were recognized in the provision for income taxes. The Company does not anticipate any significant change within twelve months of this reporting date. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is subject to U.S. federal and state income tax examination for calendar tax years beginning in 2007 due to NOLs that are being carried forward for tax purposes. Note 17. Subsequent Events Since December 31, 2021, the Company has entered into various capital lease agreements for acquiring infrastructure equipment to operate its core business. The Company’s future minimum commitment under these agreements total approximately $ 3.9 million and extend through 2025. Subsequent to receipt of IPO proceeds, during January 2022, the Company entered into investments of short-term commercial paper in the amount of approximately $ 90 million. During March 2022, the Company’s Compensation Committee approved the issuance of approximately 780,000 RSUs with service-based vesting periods that are satisfied over three or four years . The Company expects to recognize approximately $ 8.7 million in stock-based compensation on a straight-line basis over the vesting period of these awards. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None . 82 Table of Contents