NET EARNINGS (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2022

NET EARNINGS (LOSS) PER SHARE

NET EARNINGS (LOSS) PER SHARE

NOTE 13 – NET EARNINGS (LOSS) PER SHARE

The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to ordinary shareholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers any issued and outstanding convertible preferred shares to be participating securities as the holders of the convertible preferred shares, as the case may be, would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all convertible preferred shares into ordinary shares. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the three and nine month period ended September 30, 2022 as well as the nine months ended September 30, 2021 presented was not allocated to the Company’s participating securities.

The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of ordinary shares are anti-dilutive. The Earn-Out Shares (as such term is defined in the Reorganization Agreement) which were subject to the occurrence of certain conditions, were excluded from the diluted net loss per share calculation for the three and nine month period ended September 30, 2022, because the Earn-Out Shares conditions were not met at the end of the reporting period.

NOTE 13 – NET EARNINGS (LOSS) PER SHARE (continued)

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

	Three Months Ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Numerator:
Net income (loss)	$	(26,452)	$	837	$	(1,819)	$	(15,085)
Less dividends and revaluation attributable to redeemable and redeemable convertible preferred stock		—		—		—		33,632
Net income (loss) attributable to common stockholders	$	(26,452)	$	837	$	(1,819)	$	(48,717)
Denominator:
Weighted average common shares outstanding —
Basic		349,740,787		339,715,405		345,359,986		156,915,380
Add:
Dilutive impact of options to purchase common stock		—		33,835,289		—		—
Dilutive impact of private warrants		—		844,691		—		—
Weighted average common shares – diluted		349,740,787		374,395,385		345,359,986		156,915,380
Net income (loss) per share attributable to common stockholders — Basic earnings (loss) per share	$	(0.08)	$	—	$	(0.01)	$	(0.31)
Diluted earnings (loss) per share	$	(0.08)	$	—	$	(0.01)	$	(0.31)

Private warrants, options, RSUs, ESPP and Earn-Out Shares have been excluded from the computation of diluted net loss per share for the three and nine months period ended September 30, 2022 as their effect was anti-dilutive or the conditions were not met as of the end of the reporting period.

The Company’s potentially dilutive securities, which include stock options, preferred stock, warrants and deferred consideration related to the 2020 acquisition of Optile have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2021 as their effect was anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same, as shown in the above table.

The Company excluded the following potential common shares*, presented based on weighted average amounts outstanding from the computation of diluted net earnings (loss) per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

	Three Months Ended		Nine months ended
	September 30,		September 30,
	2022	2021	2022	2021
Options to purchase common stock	30,228,328	—	31,006,169	30,874,781
Redeemable convertible preferred stock (as converted to common stock)	—	—	—	72,237,420
Private warrants	747,744	—	702,556	844,691
Total potentially dilutive securities	30,976,072	—	31,708,725	103,956,892

*Note that 25,158,125 Warrants and 30,000,000 Earn-Out Shares have been excluded from the computation of diluted net earnings per share as their effect was anti-dilutive or the conditions were not met as of the end of the reporting period.