Quarterly report pursuant to Section 13 or 15(d)

Basic and Diluted Loss Per Share

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Basic and Diluted Loss Per Share
9 Months Ended
Sep. 30, 2021
Earnings Per Share [Abstract]  
Basic and Diluted Loss Per Share Basic and Diluted Loss Per Share
As discussed in Note 3, the shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger. As a result of the Merger, the Company has retrospectively adjusted the weighted-average number of shares of common stock outstanding prior to June 18, 2021 by multiplying them by the exchange ratio of 66,637 used to determine the number of shares of Class A common stock into which they converted.
Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of Class A common stock outstanding during the period, and excludes any dilutive effects of employee stock-based awards. Diluted net loss per share is computed giving effect to all potentially dilutive shares of Class A common stock, including Class A common stock issuable upon vesting of stock-based payment awards and contingent earnout shares. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential Class A common stock outstanding would have been antidilutive.
The computation of loss per share and weighted average shares of the Company’s common stock outstanding for the three and nine months ended September 30, 2021 and 2020 are as follows (in thousands, except per share data):

Three Months Ended
September 30,
Nine Months Ended September 30,
2021 2020 2021 2020
Numerator:
Loss attributable to common stockholders—basic and diluted $ (11,344) $ (330) $ (91,362) $ (4,402)
Denominator:
Weighted average shares outstanding—basic and diluted 91,444  66,637  76,122  66,637 
Loss per share:
Basic and diluted $ (0.12) $ —  $ (1.20) $ (0.07)
The following outstanding common stock equivalents were either considered antidilutive or were contingently issuable upon the resolution of their contingencies, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (in thousands):

Three Months Ended
September 30,
Nine Months Ended September 30,
2021 2020 2021 2020
Earn-Out Shares 5,000 5,000
Lock-Up Shares 2,544 2,544
Finders Agreement Shares (1)
1,644 1,644
Warrants to purchase common stock 13,333 13,333
RSUs 4,633 4,633
PSUs 1,602 1,602
Total 28,756 28,756
(1) Represents 1,643,750 Class A common stock to be issued only if the price of Class A common stock trading on the Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021 through June 18, 2028, pursuant to the terms of the Finders Agreement. No contingent consideration shares were issued during the nine months ended September 30, 2021.