NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2024

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2024, 2023 and 2022:


	Year Ended December 31,
	2024		2023		2022
Numerator:
Net loss (in thousands)	$	(350,681)	$	(88,937)	$	(116,713)
Cumulative dividends attributable to Series A Preferred Stock	(416)		(2,774)		—
Net loss attributable to SoundHound common shareholders (in thousands)	(351,097)		(91,711)		(116,713)
Denominator:
Weighted average shares outstanding – basic and dilutive	338,462,574		229,264,904		157,317,695
Basic and diluted net loss per share	$	(1.04)	$	(0.40)	$	(0.74)

For the years ended December 31, 2024, 2023 and 2022, the diluted net loss per share is equal to the basic earnings per share as the effect of potentially dilutive securities would have been antidilutive.

The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive for the years ended December 31, 2024, 2023 and 2022:


	Year Ended December 31,
	2024	2023	2022
Stock-based awards	24,918,197	33,484,074	42,613,444
Common stock warrants	3,663,955	6,967,532	3,665,996
Series A Preferred Stock	—	16,226,645	—
Unvested restricted share awards	338,859	—	—
Total	28,921,011	56,678,251	46,279,440

The table above does not include: (i) 4,342,570, zero, and zero shares of unvested stock-based awards and restricted stock awards, respectively, and (ii) 18,257,365. zero and zero shares of contingently issuable earnout shares, respectively; outstanding as of December 31, 2024, 2023 and 2022, as these awards are subject to performance conditions that were not met as of those dates. The table also excludes 274,191, zero, and zero shares associated with the Contingent Holdback Consideration in connection with the SYNQ3 Acquisition, respectively, as these shares are subject to contingencies that were not met as of December 31, 2024, 2023 and 2022.

The shares issued and held in escrow for the Amelia Acquisition are participating securities that contractually entitle the holders of such shares to participate in the combined entity’s earnings but do not contractually require the holders of such shares to participate in the combined entity’s losses. The weighted average shares outstanding used to calculate basic and diluted net income per share attributable to common stockholders excludes the 2,149,530 shares of the Company's Class A Common Stock held in escrow as they are considered contingently returnable shares until the indemnifications subject to escrow have been resolved.