Loss Per Share

3 Months Ended

Mar. 31, 2022

We compute loss per share attributable to common stock using the two-class method required for participating interests. Prior to the Business Combination, our participating interests included all series of our preferred stock. Series 1 Redeemable Preferred Stock has preferential cumulative dividend rights. Pursuant to ASC 260, Earnings Per Share, for each period presented, we increased net loss by the contractual amount of dividends payable to holders of Series 1 Redeemable Preferred Stock before allocating any remaining undistributed earnings to all participating interests.

Prior to the Business Combination, all other classes of preferred stock, except for Series C, had stated dividend rights, which had priority over undistributed earnings. The remaining losses were shared pro-rata among the preferred stock (with the exception of Series 1 Redeemable Preferred Stock) and common stock outstanding during the measurement period, as if all of the losses for the period had been distributed. While our calculation of loss per share accounted for a loss allocation to all participating shares, we only presented loss per share below for our common stock. Basic loss per share of common stock was

computed by dividing net loss, adjusted for the impact of Series 1 Redeemable Preferred Stock dividends and loss allocated to other participating interests, as applicable, by the weighted average number of shares of common stock outstanding during the period. Because the amount available to distribute to all participating interests after adjusting for redeemable preferred stock dividends was negative in all periods presented, we did not allocate any loss to participating interests in determining the numerator of the basic and diluted loss per share computation, as the allocation of loss would have been anti-dilutive. Further, we excluded the effect of all potentially dilutive common stock elements from the denominator in the computation of diluted loss per share, as their inclusion would have been anti-dilutive.

The calculation of basic and diluted loss per share was as follows for the periods indicated:


	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss	$	(110,357)	$	(177,564)
Less: Redeemable preferred stock dividends	(9,968)		(9,968)
Net loss attributable to common stockholders – basic and diluted	$	(120,325)	$	(187,532)
Denominator:
Weighted average common stock outstanding – basic	852,853,596		116,152,593
Weighted average common stock outstanding – diluted	852,853,596		116,152,593
Loss per share – basic	$	(0.14)	$	(1.61)
Loss per share – diluted	$	(0.14)	$	(1.61)

We excluded the effect of the below elements from our calculation of diluted loss per share, as their inclusion would have been anti-dilutive, as there were no earnings attributable to common stockholders. These amounts represent the number of instruments outstanding at the end of each respective period:


	Three Months Ended March 31,
	2022	2021
Common stock options	20,059,315	28,188,953
Common stock warrants	12,170,990	—
Unvested RSUs	62,633,066	46,762,343
Unvested PSUs	23,092,586	—
Convertible notes(1)	53,538,000	—
Contingent common stock(2)	6,903,663	1,601,781
Potentially issuable contingent common stock(3)	598,068	—
Redeemable preferred stock exchangeable for common stock	—	465,916,522
Redeemable preferred stock warrants exchangeable for common stock	—	12,170,990

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(1)Represents the number of common stock issuable upon conversion of all convertible notes at the conversion rate in effect at the balance sheet date.

(2)For the three months ended March 31, 2022, includes contingently returnable common stock in connection with the Technisys Merger, which remains subject to further adjustment, pending final agreement regarding a closing net working capital calculation specified in the merger agreement. See Note 2 for additional information. For the three months ended March 31, 2021, included 320,649 contingently issuable common stock in connection with our acquisition of 8 Limited, which was subsequently issued during the fourth quarter of 2021, as well as 1,281,132 contingently issuable common stock related to an adjustment to a common stock issuance in December 2020, which was subsequently issued at the time of the closing of the Business Combination.

(3)For the three months ended March 31, 2022, includes the maximum amount of potentially issuable contingent common stock in connection with the Technisys Merger, which is pending final agreement regarding a closing net working capital calculation specified in the merger agreement. See Note 2 for additional information.