Annual report pursuant to Section 13 and 15(d)

Redeemable Capital Units

v3.22.1
Redeemable Capital Units
12 Months Ended
Dec. 31, 2021
Temporary Equity Disclosure [Abstract]  
Redeemable Capital Units Redeemable Capital Units
Prior to the Reorganization and IPO, Alclear’s redeemable capital units were comprised of Class A and Class B redeemable capital units, which contained similar capital voting and economic rights. Class A and Class B redeemable capital units were classified as temporary equity given the redemption features that were outside of Alclear’s control.
The total balance of the Class A and Class B redeemable capital units as of the following periods were:
December 31, 2021 December 31, 2020
Class A redeemable capital units $ —  $ 2,620 
Class B redeemable capital units —  566,631 
Total $ —  $ 569,251 
As of December 31, 2020, there were 261,942 Class A redeemable capital units authorized, issued and outstanding. As of December 31, 2020, there were 5,361,085 Class B redeemable capital units authorized, and 4,621,459 Class B redeemable capital units issued and outstanding.
Prior to the Reorganization, during 2021, Alclear issued 277,813 Class B units through private offerings resulting in gross proceeds of $80,566 and issued 5,310 Class B units with a fair value of $1,540 in exchange for services related to the private offerings. In addition, Alclear repurchased and retired 11,869 Class B units for a total repurchase of $3,442. Alclear also issued 70,000 Class B units upon the exercise of certain warrants for exercise proceeds of $2,575.
During the year ended December 31, 2020, Alclear issued 539,277 Class B units through private offerings for proceeds of $146,652, net of offering costs of $1,290. In addition, there were tender offers where Alclear repurchased and retired 677,387 Class B units for gross purchase of $182,895 and where Alclear repurchased and retired 54,843 Class A units for gross purchase of $14,808.
During the year ended December 31, 2019, Alclear issued 720,465 Class B units through private offerings for proceeds of $192,442, net of offering costs of $173. In addition, there were tender offers where Alclear repurchased and retired 48,500 Class A units for gross purchase of $10,913.
To the extent the amount paid for repurchases were in excess of the initial carrying amount of the capital contributed, such excess was recorded in accumulated deficit.
Upon the Reorganization, the Class A and B redeemable capital units were converted to Alclear Units in an aggregate amount equal to the total equity value of all outstanding units. As described in Note 1, certain of the Alclear Units received upon conversion of the Class A and B redeemable capital units were exchanged for either Class A Common Stock or Class B Common Stock.