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NET LOSS PER SHARE
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
NET LOSS PER SHARE

NOTE 11. NET LOSS PER SHARE

 

The Company computes basic net loss per share by dividing net loss by the weighted-average common stock outstanding during the period. The Company computes diluted net loss per share by dividing the net loss by the sum of the weighted-average number of common stock outstanding during the period, plus the potential dilutive effects, if any, of unvested shares of common stock and the convertible promissory notes on an as-converted basis. Given the Company’s net loss, the impact of the unvested shares of common stock and the convertible promissory notes are anti-dilutive, and basic and diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 are the same.

  

The Company excluded the following potential shares from the computation of diluted net loss per share because including them would have had an anti-dilutive effect:

 

 

   2024   2023 
   September 30, 
   2024   2023 
Outstanding restricted stock units (a)   2,509,295    2,253,000 
Restricted Stock   19,348,954    — 
Public warrants   17,249,978    — 
Private warrants   725,000    — 
Convertible promissory notes (b)   —    279,706 
Earnout Shares   24,500,000    — 
Total   63,040,395    2,532,706 

 

(a)As of September 30, 2024 there were an additional 5,651,210 restricted stock units that had vested but had not been legally settled into common stock and therefore were included in the basic net income per share. See Note 8 for additional information.
(b)The number of shares were determined based on the conversion upon maturity provisions in the convertible promissory note agreements, dividing the conversion amount (principal plus accrued interest) by three times the estimated fair value of the Company’s common stock derived from the Company’s most recently completed convertible promissory notes valuation as of the balance sheet date.

 

The above table excludes any potentially anti-dilutive shares as a result of the $14 million Purchase Option and the Additional Amount Purchase Option (see Note 7). These are excluded as the number of shares issuable cannot be determined until the conditions for issuance are met and the share prices are known upon exercise.