Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 30, 2024, we granted an aggregate of 296,044 time-based RSUs to an unaffiliated commercial counterparty (“Counterparty”) in partial consideration of a commercial agreement between Counterparty and the Company. Such time-based RSUs vest in quarterly installments, with (a) 20,106 RSUs vesting per quarter between March 31, 2024 and December 31, 2024, (b) 17,185 RSUs vesting per quarter between March 31, 2025 and December 31, 2025, and (c) 36,720 RSUs vesting per quarter between March 31, 2026 and December 31, 2026. At the end of each of the first and second year terms of the agreement, the Company retains the right to terminate the agreement in its sole and absolute discretion, at which point the RSUs will cease to vest. Each RSU represents a right to receive one share of our Class A common stock upon vesting.
The foregoing transaction did not involve any underwriters, any underwriting discounts or commissions, or any public offering. The RSUs were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act. The recipient of the securities in the transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the securities and share ledger in connection with the transaction. There was no solicitation involved, and the recipient is an accredited investor.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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