Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2023

NOTE 18 — Net (Loss) Income Per Share

Basic and diluted net (loss) income per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, basic net (loss) income per share attributable to common stockholders is computed by dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Shares repurchased and held in treasury by the

Company are removed from the weighted-average number of shares of common stock outstanding as of the date of repurchase.

The Company considers its preferred stock to be participating securities. As of December 31, 2023, the Company had 81,260 outstanding shares of common stock that are in escrow and subject to earn-out conditions and thus forfeiture, which do not meet the criteria for participating securities (see Note 11 for additional information). Net (loss) income is attributed to common stockholders and participating securities based on their participation rights. Net (loss) income is not attributed to the preferred stock as the holders of the preferred stock do not have a contractual obligation to share in any losses.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of non-participating shares of common stock that are subject to forfeiture, stock options, preferred stock, convertible notes, and other securities outstanding. Certain securities are antidilutive and as such, are excluded from the calculation of diluted earnings per share and disclosed separately. Because of the nature of the calculation, particular securities may be dilutive in some periods and anti-dilutive in other periods. The Class 1, 2, and 3 common shares presented below have been retroactively restated for all periods using the conversion ratio in connection with the Business Combination.

The following table presents the computation of basic and diluted net (loss) income per share attributable to common stockholders, as a group, for the periods presented:


	Year Ended December 31,
	2023			2022

Net (loss) income	$	(9,498	)	$	5,070
Income impact of FPAs		—			(346	)
Total undistributed (loss) income	$	(9,498	)	$	4,724

Weighted average shares outstanding		2,005,549			1,754,012
Dilutive effect of FPAs		—			56,984
Dilutive effect of stock-based awards		—			76,028
Common stock and common stock equivalents		2,005,549			1,887,024


Basic net (loss) income per share	$	(4.74	)	$	2.89
Diluted net (loss) income per share	$	(4.74	)	$	2.50

During 2022, the Class 1, 2, and 3 shares were outstanding from January 1, 2022 through February 3, 2022, while only one class of common stock was outstanding beginning February 4, 2022.

The following shares of common stock subject to certain instruments were excluded from the computation of diluted net (loss) income per share attributable to common stockholders for the periods presented as their effect would have been antidilutive:


	Year Ended December 31,
	2023		2022

Shares subject to warrants		522,549		522,549
Shares subject to convertible promissory notes		124,808		121,043
Shares subject to ESPP		10,470		14,101
Escrow Shares		81,260		81,260
Shares subject to outstanding common stock options, RSUs and PSUs		255,953		185,234
Shares subject to stockholder earn-out rights		271,454		271,454
		1,266,494		1,195,641

See Note 9 for additional information regarding convertible promissory notes, Note 11 for additional information regarding stockholder earn-out rights, preferred stock, and Escrow Shares, Note 12 for additional information regarding warrants, and Note 13 for additional information regarding stock options, RSUs and PSUs.