| Schedule of retroactive recapitalization |
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12/21/20 |
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Redeemable |
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Merger |
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Convertible |
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08/16/20 |
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A /A-1 Shares |
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Recapitalization |
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Recapitalized |
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Preference |
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Conversion |
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And |
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Conversion |
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Common |
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Date |
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Description |
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Shares |
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Ratio |
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Ordinary Shares |
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Ratio |
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Shares |
Shareholders' Equity Statement |
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12/31/2018 |
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Angel Shares |
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77,000,000 |
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0.54 |
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41,403,247 |
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1.24 |
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51,316,627 |
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3/4/2019 |
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Seed Shares |
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16,666,667 |
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0.54 |
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8,961,742 |
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1.24 |
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11,107,496 |
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5/6/2019 |
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Seed Shares |
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16,666,666 |
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0.54 |
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8,961,741 |
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1.24 |
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11,107,495 |
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Shareholders' Equity Statement |
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12/31/2018 |
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Convertible Debt |
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51,006,603 |
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1.24 |
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63,219,362 |
| 1) |
Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”) was outstanding at December 31, 2018 with 77.0 million shares, which were initially converted to 41.4 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 41.4 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 51.3 million shares of our Common Stock at the Business Combination on December 21, 2020. In the accompanying recasted consolidated statements of redeemable convertible preference shares and stockholders' (deficit) equity, the 77.0 million shares of Angel Shares outstanding was converted and presented as 51.3 million shares of Common Stock at December 31, 2018.
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| 2) |
Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) was issued on March 4, 2019 and May 6, 2019 with 16.7 million shares and 16.6 million shares, respectively, which were initially converted to 17.9 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 17.9 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 22.2 million shares of our Common Stock at the Business Combination on December 21, 2020. In the accompanying recasted consolidated statements of redeemable convertible preference shares and stockholders' (deficit) equity, the 33.3 million shares of Seed Shares are converted and presented as 22.2 million shares of Common Stock issued during the year ended December 31, 2019.
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| 3) |
Legacy Canoo convertible debt (“Convertible Debt”) – On August 16, 2020, all Convertible Debt was initially converted to 51.0 million shares of A/A-1 Shares, which were later exchanged into 51.0 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 63.2 million shares of our Common Stock at the Business Combination on December 21, 2020. In the accompanying recasted consolidated statements of redeemable convertible preference shares and stockholders' (deficit) equity, the 51.0 million shares of A/A-1 Shares outstanding is converted and presented as 63.2 million shares of Common Stock issued during the year ended December 31, 2020.
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12/21/20 |
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Weighted |
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As |
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Merger |
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Recapitalized |
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Days |
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Average |
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Previously |
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Conversion |
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Common |
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Outstanding |
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% of |
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Common |
Date |
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Description |
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Reported |
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Ratio |
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Stock |
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in 2019 |
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weighting |
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Shares |
2019 |
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Weighted-average shares, basic and diluted |
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4,622,051 |
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1.24 |
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5,728,731 |
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100 |
% |
5,728,731 |
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12/31/2018 |
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Angel Shares |
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51,316,627 |
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366 |
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100 |
% |
51,316,627 |
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3/4/2019 |
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Seed Shares |
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11,107,496 |
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303 |
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83 |
% |
9,195,550 |
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5/6/2019 |
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Seed Shares |
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11,107,495 |
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240 |
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66 |
% |
7,283,603 |
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73,524,511 |
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| Schedule of assets and liabilities measured at fair value on a recurring basis |
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December 31, 2020 |
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Fair Value |
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Level 1 |
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Level 2 |
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Level 3 |
Assets |
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Money Market Funds |
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$ |
702,422 |
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$ |
702,422 |
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$ |
— |
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$ |
— |
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Liability |
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Contingent earnout shares liability |
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$ |
133,503 |
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$ |
— |
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$ |
— |
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$ |
133,503 |
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December 31, 2019 |
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Fair Value |
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Level 1 |
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Level 2 |
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Level 3 |
Assets |
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Money Market Funds |
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$ |
28,182 |
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$ |
28,182 |
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$ |
— |
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$ |
— |
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Liability |
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Related party derivative liability |
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$ |
17,797 |
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$ |
— |
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$ |
— |
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$ |
17,797 |
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