In conjunction with the Business Combination, all common and preferred shares that were in existence for the Predecessor were settled and longer outstanding subsequent to

 

 

The Company’s amended and restated certificate of incorporation authorizes the issuance of shares of common stock, par value and shares of preferred stock, par value  Immediately following the Business Combination, there were:

 

 

On in order to finance a portion of the purchase price for the acquisition of Capital, the Company completed a public offering of of its common stock at a price of per share, receiving net proceeds of approximately million, after deducting underwriting discounts, commissions, and other offering expenses. In connection with the offering, certain of the Company’s directors, officers and significant stockholders, and certain other related investors purchased an aggregate of shares of its common stock from the underwriters at the public offering price of representing approximately of the total shares issued (without giving effect to the underwriters’ option to purchase additional shares).

 

As discussed below, on shares of common stock were issued in exchange for the Company's public warrants and shares of common stock were issued in exchange for the Company's private warrants. After the completion of the warrant exchange and as of there were public warrants and private warrants outstanding.

 

The Company’s Series A Preferred Stock does pay dividends and is convertible (effective into shares of the Company’s common stock at a ratio (subject to customary adjustments). The Company has the right to elect to redeem all or a portion of the Series A Preferred Stock at its election after for cash at a redemption price equal to the amount of the principal investment plus an additional cumulative amount that will accrue at an annual rate of thereon. In addition, if the volume weighted average price of shares of the Company’s common stock equals or exceeds for consecutive days, then the Company will have the right to require the holder of the Series A Preferred Stock to convert its Series A Preferred Stock into Company common stock, at a ratio of (subject to customary adjustments).

 

Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events solely within the Company’s control) are classified as temporary equity. The preferred stock contains a redemption feature contingent upon a change in control which is solely within the control of the Company, and as such, the preferred stock is presented outside of permanent equity.

 

On the Company commenced an offer to each holder of its publicly traded warrants (the “public warrants”) and private placement warrants that were issued in connection with Industrea’s initial public offering on the “private warrants”) the opportunity to receive shares of common stock in exchange for each outstanding public warrant tendered and shares of common stock in exchange for each private warrant tendered pursuant to the offer (the “Offer” or “Warrant Exchange”). 

On a total of public warrants and private warrants were tendered for exchange pursuant to the Offer.  On shares of common stock were issued in exchange for the tendered public warrants and shares of common stock were issued in exchange for the tendered private warrants. A negligible amount of cash was paid for fractional shares. As agreement was modified as a result of the exchange, we concluded that the exchange of Company common stock for the warrants was analogous to a share repurchase. The Company recorded a loss on repurchase of the warrants of million in the quarter, all of which was included as an adjustment to retained earnings. The million loss reflects the par value of the warrants in APIC of million less the fair value of the common stock that was issued in exchange for the warrants of million. After the completion of the Warrant Exchange and as of public warrants and private warrants were outstanding.

 

 

Pursuant to the Predecessor’s articles of incorporation, as amended, the Predecessor was authorized to issue shares of par value common stock and shares of par value preferred stock.

 

As of the Predecessor had shares of common stock issued and outstanding and preferred shares issued and outstanding. The preferred shares had a liquidation preference of million.

 

Preferred stock holders are entitled to participating dividends, distributions declared or paid, or set aside for payment on the common stock whether payments consist of cash, securities, property, or other assets. To the extent that dividend or distributions are made in the form of securities, preferred stock holders are only entitled to receive the same class securities provided to the common stock holders.

 

Upon liquidation, dissolution or winding up of the Company, before any distributions are made to holders of common stock, holders of preferred stock are entitled to receive an amount equal to the Liquidation Preference plus all accrued but unpaid dividends.

 

The holders of preferred stock are entitled to vote together with the holders of common stock as a single class on all matters submitted to a vote of the holders of common stock. Each share of preferred stock is entitled to vote.