Net Loss Per Share

6 Months Ended

Jun. 30, 2022

13. NET LOSS PER SHARE

As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the weighted average shares outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of common stock into which they were converted.

The following table sets forth the computation of basic and diluted net loss per share of common stock for the three and six months ended June 30, 2022, and 2021 (in thousands, except for share and per share data):


	Three Months Ended June 30,
	2022			2021
	As Restated (1)
Net Loss(1)	$	(12,252	)	$	(10,074	)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		114,096,390			21,977,123
Loss per share for Class A Common Stock
— Basic (1)	$	(0.11	)	$	(0.46	)
— Diluted(1)	$	(0.11	)	$	(0.46	)


	Six Months Ended June 30,
	2022			2021
	As Restated (1)
Net Loss (1)	$	(29,894	)	$	(17,861	)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		84,060,966			21,912,665
Loss per share for Class A Common Stock
— Basic (1)	$	(0.36	)	$	(0.82	)
— Diluted (1)	$	(0.36	)	$	(0.82	)

(1)	For discussion on the restatement adjustments, see Note 1 — Description of Business — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

There are 3,059,273 shares of contingently issuable common stock pursuant to the

earn-out

arrangement that were not included in the computation of basic net loss per share since the contingencies for the issuance of these shares have not been met as of June 30, 2022. The weighted-average common shares outstanding for the three and six months ended June 30, 2022 and 2021 include 2,683,830 and 3,326,508 warrants with an exercise price of $0.01 for the three and six months ended June 30, 2022, respectively, and 5,237,367 and 5,245,876 warrants with an exercise price of $0.01 for the three and six months ended June 30, 2021, respectively.

The Company’s potential dilutive securities, which include stock options, restricted stock units, convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following weighted average potential common shares from the computation of diluted net loss per share as of June 30, 2022 and June 30, 2021:


	June 30,
	2022		2021
Convertible Series C-1 Preferred Stock (1)		—		23,218,418
Convertible Series C Preferred Stock (1)		—		54,478,261
Common Stock Warrants (1)(2)		14,176,066		1,890,514
Stock Options (1)		9,482,711		12,795,605
Restricted Stock Units (1)		11,850,526		—

		35,509,303		92,382,798

(1)	The number of outstanding shares as of June 30, 2021 have been retrospectively adjusted to reflect the Exchange Ratio.

(2)	The number of outstanding warrants as of June 30, 2022 and June 30, 2021 does not include 1,608,370 shares of Unvested Customer Warrants.