Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted

9 Months Ended

Sep. 30, 2023

Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted

Note 22. Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted

The Company calculates basic and diluted net loss per share attributable to ordinary shareholders using the two-class method required for companies with participating securities. The Company considers preferred stock to be participating securities as the holders are entitled to receive dividends on a pari passu basis in the event that a dividend is paid on ordinary shares. As outlined in “Internal Reorganization” in Note 1, Description of Business, the effects of conversions at a ratio of 22.4 Surf Air shares to 1 share of the Company’s common stock, have been applied to outstanding common shares and rights to receive common shares for all periods presented in calculating earnings per share and for presentation within the Condensed Consolidated Statement of Changes in Redeemable Convertible Preferred Shares and Shareholders’ Deficit.

The following table sets forth the computation of net loss per ordinary share (in thousands, except share data):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net loss	$	(74,609	)	$	(21,140	)	$	(139,702	)	$	(50,540	)
Weighted-average number of common shares used in net loss per share applicable to ordinary shareholders, basic and diluted		54,695,009			13,998,411			27,775,172			13,133,743
Net loss per share applicable to ordinary shareholders, basic and diluted	$	(1.36	)	$	(1.51	)	$	(5.03	)	$	(3.85	)

The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Excluded securities:
Options to purchase ordinary shares		1,607,311		1,103,994		1,607,311		1,103,994
Restricted stock units		3,040,454		220,424		3,040,454		220,424
Unvested RSPAs		466,288		3,166,779		466,288		3,166,779
Convertible Notes (as converted to ordinary shares)		1,333,333		—		1,333,333		—
Preferred stock (as converted to ordinary shares)		—		13,407,942		—		13,407,942
Total ordinary shares equivalents		6,447,386		17,899,139		6,447,386		17,899,139