brds-20220630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 10-Q

______________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission File Number: 001-41019

______________________

Bird Global, Inc.

(Exact Name of Registrant as Specified in its Charter)

______________________


Delaware						86-3723155
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

392 NE 191st Street, #20388 Miami, Florida						33179
(Address of principal executive offices)						(Zip Code)

(866) 205-2442

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

______________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock,
$0.0001 par value per share

BRDS

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A Common Stock

BRDS WS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 31, 2022, there were 250,604,363 shares of the registrant’s Class A Common Stock, $0.0001 par value per share, outstanding, which includes restricted shares of our Class A Common Stock held by certain equity award holders under the Bird Global, Inc. 2021 Equity Incentive Plan, as well as restricted shares of Class A Common Stock issued upon early exercises of options, and 34,534,930 shares of the registrant’s Class X Common Stock, $0.0001 par value per share, outstanding.

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TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Condensed C onsolidated F inancial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (audited)	5
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited)	6
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2022 and 2021 (unaudited)	7
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity for the three and six months ended June 30, 2022 and 2021 (unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)	10
	Notes to Condensed Consolidated Financial Statements (unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	43
Signatures		44

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 (as amended, the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, equity compensation, business strategy, plans, market growth and our objectives for future operations.

The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the impact of the COVID-19 pandemic on our business, financial condition, and results of operations; our ability to cure our New York Stock Exchange (“NYSE”) price deficiency and meet the continued listing requirements of the NYSE; risks related to our relatively short operating history and our new and evolving business model, which makes it difficult to evaluate our future prospects, forecast financial results, and assess the risks and challenges we may face; our ability to achieve or maintain profitability in the future; our ability to retain existing riders or add new riders; our Fleet Managers’ ability to maintain vehicle quality or service levels; our ability to evaluate our business and prospects in the new and rapidly changing industry in which we operate; risks related to the impact of poor weather and seasonality on our business; our ability to obtain vehicles that meet our quality specifications in sufficient quantities on commercially reasonable terms; our ability to compete successfully in the highly competitive industries in which we operate; risks related to our substantial indebtedness; our ability to secure additional financing; risks related to the effective operation of mobile operating systems, networks and standards that we do not control; risks related to action by governmental authorities to restrict access to our products and services in their localities; risks related to claims, lawsuits, arbitration proceedings, government investigations and other proceedings to which we are regularly subject; risks related to compliance, market and other risks, including the ongoing conflict between Ukraine and Russia, in relation to any expansion by us into international markets; risks related to the impact of impairment of our long-lived assets; and the other important factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”) and Part II, Item 1A. “Risk Factors” in this Quarterly Report, and described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”). The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events or otherwise.

Unless the context otherwise requires, all references in this Quarterly Report to the “Company,” “we,” “us,” “our,” or “Bird” refer to Bird Global, Inc. and its subsidiaries. References to “Bird Global” refer to Bird Global, Inc. and references to “Bird Rides” refer to Bird Rides, Inc.

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PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

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Bird Global, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts and number of shares)


	June 30, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	57,140	$	128,556
Restricted cash and cash equivalents—current	46,398		30,142
Accounts receivable, net	4,704		8,397
Inventory, net	5,475		28,242
Prepaid expenses and other current assets	27,825		33,778
Total current assets	141,542		229,115
Restricted cash and cash equivalents—non current	1,566		1,203
Vehicle deposits	61,516		117,071
Vehicles, net	118,570		118,949
Goodwill	—		121,169
Other assets	8,125		9,754
Total assets	$	331,319	$	597,261
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	16,881	$	5,002
Accrued expenses	42,199		31,428
Deferred revenue	37,576		43,345
Notes payable	124,786		49,094
Other current liabilities	8,659		5,089
Total current liabilities	230,101		133,958
Derivative liabilities	1,260		136,196
Other liabilities	4,579		6,282
Total liabilities	235,940		276,436
Commitments and contingencies
Stockholders’ Equity
Class A common stock, $0.0001 par value, 1,000,000,000 shares authorized, and 245,910,621 and 238,089,017 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively, and Class X common stock, $0.0001 par value, 50,000,000 shares authorized, 34,534,930 shares issued and outstanding as of June 30, 2022 and December 31, 2021	28		27
Additional paid-in capital	1,565,957		1,475,300
Accumulated other comprehensive (loss) income	(8,498)		7,538
Accumulated deficit	(1,462,108)		(1,162,040)
Total stockholders’ equity	95,379		320,825
Total liabilities and stockholders’ equity	$	331,319	$	597,261

See Accompanying Notes to Condensed Consolidated Financial Statements

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Bird Global, Inc.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share amounts and number of shares)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues:
Sharing	72,395		56,638		$	105,972	78,287
Product sales	4,267		3,406		$	8,668	7,427
Total revenues	76,662		60,044		114,640		85,714
Cost of revenues:
Cost of sharing, exclusive of depreciation	34,086		29,331		55,472		43,729
Depreciation on sharing vehicles	18,424		11,541		27,364		16,558
Cost of product sales	5,728		3,433		9,957		7,648
Impairment of product sales inventory	31,769		—		31,769		—
Total cost of revenues	90,007		44,305		124,562		67,935
Gross margin:
Sharing	19,885		15,766		23,136		18,000
Product sales	(33,230)		(27)		(33,058)		(221)
Total gross margin	(13,345)		15,739		(9,922)		17,779
Other operating expenses: (1)
General and administrative	84,393		31,765		169,043		61,955
Selling and marketing	5,359		3,981		10,410		7,488
Research and development	12,324		5,993		22,837		13,292
Impairment of assets	215,822		—		215,822		—
Total operating expenses	317,898		41,739		418,112		82,735
Loss from operations	(331,243)		(26,000)		(428,034)		(64,956)
Interest expense, net	(2,610)		(3,114)		(4,011)		(4,686)
Other income (expense), net	23,518		(14,462)		132,098		(50,114)
Loss before income taxes	(310,335)		(43,576)		(299,947)		(119,756)
Provision for income taxes	84		110		121		130
Net loss	(310,419)		(43,686)		(300,068)		(119,886)
Loss per share attributable to common stockholders, basic and diluted	$	(1.14)	$	(1.01)	$	(1.11)	$	(2.67)
Weighted-average shares of common stock, basic and diluted (2)	272,017,438		49,723,885		270,927,285		48,114,106

(1)Includes stock-based compensation expense as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative	38,433		989		83,111		2,093
Sales and marketing	625		102		1,466		281
Research and development	4,592		192		7,777		394
Stock-based compensation expense	$	43,650	$	1,283	$	92,354	$	2,768

(2)Weighted-average shares outstanding have been retroactively restated for the three and six months ended June 30, 2021 to give effect to the Business Combination.

See Accompanying Notes to Condensed Consolidated Financial Statements

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Bird Global, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited, in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022	2021
Net loss	$	(310,419)	$	(43,686)	(300,068)	$	(119,886)
Other comprehensive (loss) income, net of tax:
Change in currency translation adjustment	(11,563)		735		(16,036)	(1,590)
Other comprehensive (loss) income	(11,563)		735		(16,036)	(1,590)
Total comprehensive loss	$	(321,982)	$	(42,951)	(316,104)	$	(121,476)

See Accompanying Notes to Condensed Consolidated Financial Statements

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Bird Global, Inc.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity

(Unaudited, in thousands, except number of shares)


	Redeemable Convertible Preferred Stock			Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock			Redeemable Convertible Senior Preferred Stock			Founders Convertible Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
Balance at December 31, 2020 (1)	135,225,157	$	1,044,282	—	$	—	—	$	—	3,993,432	—		47,713,169	—		$	92,654	$	13,005	$	(965,707)	$	(860,048)
Net loss																				(76,200)		(76,200)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises													1,592,693	—		435						435
Vesting of Common Stock													1,951,826	—								—
Stock-based compensation expense																1,485						1,485
Conversion of Redeemable Convertible Preferred Stock to Common Stock	(135,225,157)	(1,044,282)											135,225,157	—		1,044,282						1,044,282
Conversion of Common Stock to Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock				135,225,157	1,044,282								(135,225,157)			(1,044,282)						(1,044,282)
Issuance of Redeemable Convertible Senior Preferred Stock, net of derivatives and issuance costs, and accrual of paid-in kind dividends							19,833,612	80,570								(2,030)						(2,030)
Foreign currency translation adjustment																		(2,325)				(2,325)
Balance at March 31, 2021	—	$	—	135,225,157	$	1,044,282	19,833,612	$	80,570	3,993,432	$	—	51,257,688	$	—	$	92,544	$	10,680	$	(1,041,907)	$	(938,683)
Net loss																				(43,686)		(43,686)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises													1,322,254	—		18						18
Vesting of Common Stock													1,951,825	—								—
Stock-based compensation expense																1,283						1,283
Conversion of Redeemable Convertible Preferred Stock to Common Stock																						—
Conversion of Common Stock to Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock																						—
Issuance of Redeemable Convertible Senior Preferred Stock, net of derivatives and issuance costs, and accrual of paid-in kind dividends							5,880,074	46,897								(6,328)						(6,328)
Foreign currency translation adjustment																		735				735
Balance at June 30, 2021	—	$	—	135,225,157	$	1,044,282	25,713,687	$	127,467	3,993,432	$	—	54,531,766	$	—	$	87,517	$	11,415	$	(1,085,593)	$	(986,661)

(1) Shares of preferred stock and common stock have been retroactively restated to give effect to the Business Combination.

See Accompanying Notes to Condensed Consolidated Financial Statements

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Bird Global, Inc.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity

(Unaudited, in thousands, except number of shares)


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
Balance at December 31, 2021	272,623,947	$	27	$	1,475,300	$	7,538	$	(1,162,040)	$	320,825
Net income								10,351		10,351
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	843,591	—		169						169
Issuance of Common Stock through settlement of restricted stock units	1,817,226	—								—
Shares of Common Stock withheld related to net share settlement	(607,936)	—		(1,903)						(1,903)
Stock-based compensation expense				48,704						48,704
Foreign currency translation adjustment						(4,473)				(4,473)
Balance at March 31, 2022	274,676,828	$	27	$	1,522,270	$	3,065	$	(1,151,689)	$	373,673
Net loss								$	(310,419)	$	(310,419)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	228,696	—		88						88
Issuance of Common Stock through settlement of restricted stock units	5,612,054	1								1
Shares of Common Stock withheld related to net share settlement	(144,428)	—		(108)						(108)
Issuance of Commitment Fee Shares	72,401	—		56						56
Stock-based compensation expense				$	43,650					$	43,650
Foreign currency translation adjustment						$	(11,563)			$	(11,563)
June 30, 2022	280,445,551	$	28	$	1,565,957	$	(8,498)	$	(1,462,108)	$	95,379

See Accompanying Notes to Condensed Consolidated Financial Statements

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Bird Global, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities
Net loss	$	(300,068)	$	(119,886)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of and mark-to-market adjustments of derivative liabilities	(134,936)		47,259
Impairment of assets	215,822		—
Impairment of product sales inventory	31,769		—
Depreciation and amortization	28,829		18,616
Non-cash vehicle expenses	7,160		(195)
Stock-based compensation expense	92,354		2,768
Loss on extinguishment of debt	—		2,304
Amortization of debt issuance costs and discounts	1,127		1,180
Bad debt expense	4,898		910
Other	(779)		(739)
Changes in assets and liabilities:
Accounts receivable	(1,223)		1,022
Inventory	7,725		4,044
Prepaid expenses and other current assets	(13,332)		(8,628)
Other assets	266		(83)
Accounts payable	11,642		(4,337)
Deferred revenue	(6,395)		1,674
Accrued expenses and other current liabilities	9,703		8,342
Other liabilities	(1,703)		150
Net cash used in operating activities	(47,141)		(45,599)
Cash flows from investing activities
Purchases of property and equipment	(430)		(66)
Purchases of vehicles	(82,883)		(71,313)
Net cash used in investing activities	(83,313)		(71,379)
Cash flows from financing activities
Proceeds from borrowings, net of issuance costs	95,365		9,152
Debt repayments	(21,452)		(33,550)
Proceeds from issuance of redeemable convertible senior preferred stock and derivatives, net of issuance costs	—		207,814
Payment for settlements of warrants	—		(600)
Payment for taxes related to net share settlement	(2,011)		—
Proceeds from the issuance of common stock	258		453
Net cash provided by financing activities	72,160		183,269
Effect of exchange rate changes on cash	3,497		3,832
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents	(54,797)		70,123
Cash and cash equivalents and restricted cash and cash equivalents
Beginning of period	159,901		53,767
End of period	$	105,104	$	123,890
Components of cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents	57,140		101,340
Restricted cash and cash equivalents	47,964		22,550
Total cash and cash equivalents and restricted cash and cash equivalents	$	105,104	$	123,890

See Accompanying Notes to Condensed Consolidated Financial Statements

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Bird Global, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies

Company Overview

Bird Global, Inc. (“Bird Global” and, together with its subsidiaries, “Bird”, the “Company”, “our”, or “we”) was incorporated in Delaware on May 4, 2021 as a wholly owned subsidiary of Bird Rides, Inc. (“Bird Rides”). Bird Global was formed for the purpose of completing the transactions contemplated by the Business Combination Agreement, dated May 11, 2021 (as amended, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), by and among Switchback II Corporation (“Switchback”), Maverick Merger Sub Inc., a direct and wholly owned subsidiary of Switchback (“Merger Sub”), Bird Rides, and Bird Global.

Bird is a micromobility company engaged in delivering electric transportation solutions for short distances. The Company partners with cities to bring lightweight, electric vehicles to residents and visitors in an effort to replace car trips by providing an alternative sustainable transportation option. Bird’s offerings include its core vehicle-sharing business and operations (“Sharing”), and sales of Bird-designed vehicles for personal use (“Product Sales”).

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. All intercompany balances and transactions are eliminated upon consolidation.

The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited annual consolidated financial statements as of that date. The condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, stockholders’ (deficit) equity, and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

There have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of December 31, 2021.

Certain amounts from prior periods have been reclassified to conform to the current period’s presentation. None of these reclassifications had a material impact on our condensed consolidated financial statements.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, the reported amounts of revenues and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. On an ongoing basis, management evaluates estimates, which are subject to significant judgment, including, but not limited to, those related to useful lives associated with vehicles, valuation of goodwill, Product Sales inventory and inventory deposits, and other long-lived assets, assumptions utilized in the valuation of derivative liabilities and certain equity awards, and loss contingencies. Actual results could differ from those estimates.

Inventory, net

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Inventory consists of vehicles and spare parts available for sale, valued at the lower of cost based on an average cost method or net realizable value (“lower of cost or net realizable value”). This valuation requires the Company to make judgments, based on currently available information. The average cost of inventory consists of the price paid for the aforementioned vehicles and spare parts plus freight from manufacturers and any customs or duties incurred.

During the three months ended June 30, 2022, given our initiative announced in May 2022 to slow the expansion of our Product Sales portfolio offering and realign our resources to prioritize Sharing operations within our existing regions, combined with the current adverse macroeconomic environment, including a shift in consumer demand away from longer lead time discretionary items, the Company recognized a lower of cost or net realizable value impairment on Product Sales inventory of $31.8 million, which is reflected in the condensed consolidated statements of operations.

Contract Terminations

Our capital expenditure cycle often requires us to pay deposits to secure orders for the Product Sales business. We record deposits based on the amount of cash paid to secure future production, and evaluate the assets for impairment, as needed.

During the three months ended June 30, 2022, given our initiative announced in May 2022 to slow the expansion of our Product Sales portfolio offering and realign our resources to prioritize Sharing operations within our existing regions, combined with the current adverse macroeconomic environment, including a shift in consumer demand away from longer lead time discretionary items, the Company recognized an impairment on certain contractual deposits of $14.7 million, which is included within Impairment of assets in the condensed consolidated statements of operations.

Evaluation of Long-Lived Assets for Impairment

The Company evaluates its held-and-used long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group (collectively, the “asset group”) may not be recoverable. The Company measures the recoverability of the asset group by comparing the carrying amount of such asset group to the future undiscounted cash flows it expects the asset group to generate. If the Company considers the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value.

During the three months ended June 30, 2022, we estimated the recoverability of certain vehicle deposits, vehicles, and spare parts within the North America, Europe, Middle East, and Africa (“EMEA”), and Other asset groups comparing the estimated fair value of each asset group to its carrying value. Due to the sustained decline in the Company’s market capitalization and current adverse macroeconomic environment, the Company recorded an impairment charge of $89.4 million within the EMEA and Other asset groups, which is included within Impairment of assets in the condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02—Leases (Topic 842), which introduces a lessee model that brings most leases on the balance sheet and aligns many of the underlying principles of the new lessor model with those in the new revenue recognition standard. The FASB also subsequently issued guidance amending and clarifying various aspects of the new leases guidance. The new leasing standard represents a wholesale change to lease accounting for lessees and requires additional disclosures regarding leasing arrangements. This update is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with early adoption permitted. While the Company is continuing to assess the potential impacts of ASU 2016-02, it does not expect it to have a material effect on its consolidated financial statements.

The Company does not believe there are any other recently issued and effective or not yet effective pronouncements that would have or are expected to have any significant effect on the Company’s financial position, cash flows or results of operations.

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Note 2 – Fair Value Measurements

Recurring Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to as the “exit price”). Fair value is a market-based measurement that is determined based upon assumptions that market participants would use in pricing an asset or liability, including consideration of nonperformance risk.

The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market.

•Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable.

•Level 2: Inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

•Level 3: Inputs that are unobservable to the extent that observable inputs are not available for the asset or liability at the measurement date and include management’s judgment about assumptions market participants would use in pricing the asset or liability.

Derivatives Liabilities

In connection with the execution of the Business Combination Agreement, the Company designated 30.0 million shares of Class A Common Stock (“Earnout Shares”) to be issued to all Eligible Equity Holders (as defined below), subject to occurrence during the Earnout Period (as defined below) of the Earnout Triggering Events (as defined below). An “Eligible Equity Holder” means a holder of a share of common stock, including a share of restricted stock, a stock option or a restricted stock unit (“RSU”) of Bird Rides, in each case, immediately prior to the consummation of the Business Combination. The “Earnout Period” means the five-year period ending on November 4, 2026. The “Earnout Triggering Events” are tied to the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (“NYSE”) for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

NGP Switchback II, LLC and certain officers and directors of Switchback entered into an amendment to the letter agreement, dated January 7, 2021, pursuant to which, among other things, the parties agreed, effective upon the consummation of the Business Combination, to subject to potential forfeiture (on a pro rata basis) an aggregate of 2.0 million shares of Class A Common Stock held by them (the “Switchback Founder Earn Back Shares”), which will cease to be subject to potential forfeiture based upon events tied to the average reported last sale price of one share of our Class A Common Stock quoted on the NYSE for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

Immediately after giving effect to the Business Combination, the Company assumed 6.6 million private placement warrants from Switchback (the “Private Placement Warrants”) and 6.3 million public warrants from Switchback (the “Public Warrants”). In addition, there were 0.1 million warrants outstanding to purchase shares of Class A Common Stock (collectively with the Private Placement Warrants and the Public Warrants, the “Warrants”).

The Company’s derivative liabilities are remeasured at fair value through other income (expense), net at each reporting period. Such fair value measurements are predominantly based on Level 3 inputs, with the exception of the Public Warrants, which are based on Level 1 inputs. The following tables detail the fair value measurements of derivative liabilities that are measured at a fair value on a recurring basis (in thousands):


	June 30, 2022
	Level 1		Level 2		Level 3		Total
Earnout Shares	$	—	$	—	$	439	$	439
Switchback Founder Earn Back Shares	—		—		47		47
Warrants	379		—		395		774
Derivative liabilities	$	379	$	—	$	881	$	1,260

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	December 31, 2021
	Level 1		Level 2		Level 3		Total
Earnout Shares	$	—	$	—	$	106,003	$	106,003
Switchback Founder Earn Back Shares	—		—		9,087		9,087
Warrants	6,515		—		14,591		21,106
Derivative liabilities	$	6,515	$	—	$	129,681	$	136,196

Amounts associated with the issuance of and mark-to-market adjustments of derivative liabilities are reflected in other income (expense), net and totaled $26.3 million of other income and $15.7 million of other expense for the three months ended June 30, 2022 and 2021, respectively, and $134.9 million of other income and $47.2 million of other expense for the six months ended June 30, 2022 and 2021, respectively.

Note 3 –Vehicles, net

The Company’s vehicles balance consists of the following (in thousands):


	June 30, 2022		December 31, 2021
Deployed vehicles	$	143,160	$	93,192
Undeployed vehicles	37,502		46,867
Spare parts	33,025		10,009
Less: Accumulated depreciation	(40,837)		(31,119)
Less: Impairment of vehicles and spare parts	(54,280)		—
Vehicles, net	$	118,570	$	118,949

Depreciation on Sharing vehicles was $18.4 million and $11.5 million for the three months ended June 30, 2022 and 2021, respectively, and $27.4 million and $16.6 million for the six months ended June 30, 2022 and 2021, respectively.

Note 4 –Prepaid Expenses and Other Current Assets

The Company’s prepaid expenses and other current assets consists of the following (in thousands):


	June 30, 2022		December 31, 2021
Product sales inventory deposits, net	$	2,840	$	18,628
Tariff reimbursement receivable	9,977		—
Other prepaid expenses and other current assets	15,008		15,150
Prepaid expenses and other current assets	$	27,825	$	33,778

Note 5 – Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to the reporting units expected to benefit from the business combinations. The Company tests goodwill for impairment annually during the fourth quarter, or whenever events or changes in circumstances indicate that the fair value of net assets has decreased below its carrying value.

During the three months ended June 30, 2022, due to the sustained decline in the Company’s market capitalization and current adverse macroeconomic environment, the Company completed a quantitative impairment test for the North America and EMEA reporting units, comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. As a result, the Company impaired the entire carrying value of North America goodwill of $1.3 million

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and EMEA goodwill of $110.4 million, which are included within Impairment of assets in the condensed consolidated statements of operations.

As part of the Company’s impairment analysis, the fair value of its reporting units were determined using both the income and market approaches. The income approach utilizes the discounted cash flow method, and the market approach utilizes the guideline company transactions method. The determination of the fair value of the Company’s reporting units requires management to make a number of estimates and assumptions, which include, but are not limited to: the projected future business and financial performance of the Company’s reporting units; forecasts of revenue, operating income, depreciation, amortization, and capital expenditures; discount rates; terminal growth rates; the selection of appropriate peer group companies; and consideration of the impact of the current adverse macroeconomic environment.

Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates.

Note 6 – Income Taxes

The Company computes its quarterly income tax provision and resulting effective tax rate by using a forecasted annual effective tax rate and adjusting for any discrete items arising during the quarter. The Company’s effective tax rate was 0.0% and 0.3% for the three months ended June 30, 2022 and 2021, respectively, and 0.0% and 0.1% for the six months ended June 30, 2022 and 2021, respectively.

The effective tax rate differs from the U.S. statutory tax rate primarily due to a valuation allowance against our U.S. deferred tax assets and majority of foreign deferred tax assets. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our deferred tax assets will be realized by way of expected future taxable income.

Note 7 – Notes Payable

Apollo Vehicle Financing Facility

In April 2021, the Company’s wholly owned consolidated special purpose vehicle entity (the “SPV”) entered into a credit agreement (the “Apollo Credit Agreement”) with Apollo Investment Corporation, as a lender, and MidCap Financial Trust, as a lender and administrative agent, to allow the SPV to borrow up to $40.0 million (the “Vehicle Financing Facility”) with no right to re-borrow any portion of the Vehicle Financing Facility that is repaid or prepaid. The Vehicle Financing Facility includes a repayment mechanism tied directly to revenue generation by vehicles on lease by the SPV to Bird Rides under an intercompany leasing arrangement (the “Scooter Lease”). Vehicles and cash in the SPV may be transferred out of the SPV in compliance with the terms, conditions, and covenants of the Apollo Credit Agreement.

In October 2021, the SPV entered into Amendment No. 2 to the Apollo Credit Agreement which, among other things, increased the commitments provided by the lenders from $40.0 million to $150.0 million, with any extension of credit above $40.0 million subject to the consummation of the Business Combination. In November 2021, the transactions contemplated by the Business Combination Agreement were consummated, resulting in access to extensions of credit up to $150.0 million under the Vehicle Financing Facility. In April 2022, the SPV entered into Amendment No. 3 to the Apollo Credit Agreement which, among other things, permits borrowings in respect of scooters located in the United Kingdom, European Union, and Israel up to a sub-limit of $50.0 million (the “EMEA Loans”), in addition to borrowings in respect of scooters located in the United States (the “U.S. Loans”). As amended, the Apollo Credit Agreement continues to allow the SPV to borrow up to the remaining availability under the maximum commitment of $150.0 million, both through U.S. Loans as well as the EMEA Loans, the proceeds of which may be used for general corporate purposes. As of June 30, 2022, we had $23.5 million of availability under the Vehicle Financing Facility.

The Company drew down $77.7 million during the six months ended June 30, 2022. The outstanding principal balance under the Vehicle Financing Facility as of June 30, 2022 was $105.0 million.

The Vehicle Financing Facility is secured by a first priority perfected security interest in vehicles contributed by Bird Rides to the SPV, collections from revenue generated by vehicles subject to the facility, and a reserve account related to such collections (collectively, “Collateral”). As of June 30, 2022, the Company maintained $16.7 million in such reserve account, which is classified as restricted cash and cash equivalents—current in the condensed consolidated balance sheets.

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As of June 30, 2022, outstanding Vehicle Financing Facility balances bore interest at the London Inter-bank Offered Rate (“LIBOR”), subject to a 1.0% floor, plus a margin of 7.5% that is accrued and paid by the Company on a monthly basis. In July 2022, the SPV entered into Amendment No. 5 to the Apollo Credit Agreement which, among other things, transitioned the interest rate calculation from LIBOR to the Secured Overnight Financing Rate (“SOFR”), which is calculated as a per annum rate of interest equal to the greater of (a) 1.00% and (b) the sum of (x) SOFR plus (y) 0.1% (10 basis points).

The maturity date of the Vehicle Financing Facility is November 30, 2024 (“Final Maturity Date”). On the fourth business day of each month prior to the Final Maturity Date, the Company is required to repay principal outstanding under the Vehicle Financing Facility based on a preset monthly amortization schedule (such amount, the “Amortization Amount”). In addition, on the fourth business day of each of January, April, July, and October, the Company is required to repay an additional amount of principal outstanding under the Vehicle Financing Facility to the extent 50% of revenues generated from the underlying Collateral is greater than the sum of the Amortization Amounts due for the preceding quarter. All outstanding Vehicle Financing Facility balances will be due and payable as previously stated, unless the commitments are terminated earlier, or if an event of default occurs (or automatically in the case of certain bankruptcy-related events of default).

The Apollo Credit Agreement includes certain customary representations, warranties, affirmative and negative financial and non-financial covenants, events of default, and indemnification provisions. The primary negative covenant is a limitation on liens against vehicles included in the underlying Collateral, which restricts the Company from selling, assigning, or disposing of any Collateral contributed in connection with the Apollo Credit Agreement. The primary affirmative covenant is a requirement to provide monthly reports within 30 days after the end of each fiscal month and audited annual financial statements within a specified time. The Scooter Lease includes two financial covenants, namely, a minimum liquidity requirement and a minimum tangible net worth requirement, in each case calculated as of the last business day of each calendar month. The Company is currently in compliance with all the terms and covenants of the Apollo Credit Agreement and the Scooter Lease.

Issuance costs related to the Apollo Credit Agreement of $5.9 million were capitalized as a deferred asset and are amortized over the term of the Apollo Credit Agreement. In accordance with the terms outlined in the agreements, the Company made contractual principal payments totaling $21.5 million during the six months ended June 30, 2022.

Interest Expense

Interest expense was $2.6 million and $3.1 million for the three months ended June 30, 2022 and 2021, respectively, and $4.1 million and $4.7 million for the six months ended June 30, 2022 and 2021, respectively.

Note 8 – Common Stock

Common Stock

As of June 30, 2022, the Company has the authority to issue 1.0 billion shares of Class A Common Stock, 10.0 million shares of Class B Common Stock, and 50.0 million shares of Class X Common Stock. As of June 30, 2022, the Company had 245.9 million and 34.5 million shares of Class A Common Stock and Class X Common Stock, respectively, issued and outstanding. As of June 30, 2022, there were no shares of Class B Common Stock issued and outstanding. Shares of restricted stock, including restricted stock issued upon an early exercise of an option that have not vested, are excluded from the number of shares of common stock issued and outstanding because the grantee is not entitled to the rewards of share ownership until such vesting occurs.

Holders of outstanding common stock are entitled to dividends when and if declared by our board of directors, subject to the rights of the holders of all classes of preferred stock outstanding having priority rights. No dividends have been declared by the Company’s board of directors from inception through June 30, 2022.

Except as otherwise expressly provided in the Amended and Restated Certificate of Incorporation of Bird Global or applicable law, each holder of Class X Common Stock has the right to 20 votes per share of Class X Common Stock outstanding and held of record by such holder, and each holder of Class A Common Stock or Class B Common Stock has the right to one vote per share of Class A Common Stock or Class B Common Stock outstanding and held of record by such holder.

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Standby Equity Purchase Agreement

In May 2022, the Company entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville up to $100.0 million of its shares of Class A Common Stock at any time during the 36 months following the execution of the Purchase Agreement, subject to the terms of the Purchase Agreement. Each sale that the Company requests under the Purchase Agreement (an “Advance”) may be for a number of shares of Class A Common Stock with an aggregate value of up to $20.0 million, subject to certain volume limitations and other conditions set forth in the Purchase Agreement. In no event is Yorkville obligated to purchase any shares that would result in it owning more than 4.99% of the then-outstanding shares of Class A Common Stock. Moreover, under the applicable NYSE rules, in no event will we issue to Yorkville shares that, in the aggregate, would exceed 19.99% of the Company’s outstanding common stock as of the date of the Purchase Agreement (the “Exchange Cap”) unless the Company has received stockholder approval for such issuance or such issuance is otherwise permitted by applicable NYSE rules.

Yorkville’s obligation to purchase shares of Class A Common Stock pursuant to the Purchase Agreement is subject to a number of conditions, including that a registration statement (the “Registration Statement”) be filed with the SEC, registering the resale of the Commitment Fee Shares (as defined below) and the shares to be issued pursuant to any Advance under the Securities Act of 1933 (as amended, the “Securities Act”), and that the Registration Statement is declared effective by the SEC. In May 2022, the Registration Statement was filed with and declared effective by the SEC.

As consideration for Yorkville’s commitment to purchase shares of Class A Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company committed to issue to Yorkville 0.2 million shares of Class A Common Stock (the “Commitment Fee Shares”) in three equal installments within six months of execution of the Purchase Agreement.

In May 2022, pursuant to the terms and conditions set forth in the Purchase Agreement, the Company requested and received a pre-advance loan (“Pre-Advance Loan”) from Yorkville of $21.0 million. The Pre-Advance Loan is evidenced by a promissory note (the “Promissory Note”), which will mature on December 15, 2022. The Promissory Note accrues interest at a rate of 0%, but was issued with 4.76% original issue discount, and will be repaid in equal monthly installments beginning on the third month following the date of the Pre-Advance Loan. The Promissory Note may be repaid with the proceeds of an Advance or repaid in cash and, if repaid in cash, together with a 2% premium.

Note 9 – Stock-Based Compensation Expense

2017 Plan

Under the Bird Rides, Inc. 2017 Stock Plan, adopted on May 10, 2017, Bird Rides granted options to purchase its common stock, restricted stock awards (“RSAs”), and RSUs to certain employees, directors and consultants. On November 4, 2021, in connection with the consummation of the Business Combination and the adoption of the Bird Global, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), the Bird Rides, Inc. 2017 Stock Plan was amended and restated (as amended and restated, the “2017 Plan”), and terminated, such that only awards under the 2017 Plan that remained outstanding as of November 4, 2021 (the date on which the Business Combination was consummated) continue to be subject to the terms of the 2017 Plan, but the Company cannot continue granting awards thereunder. The awards granted under the 2017 Plan are considered equity-classified awards.

Stock options and RSUs granted under the 2017 Plan are generally service-based awards, typically vesting over a total of four years pursuant to two different vesting schedules. Under one vesting schedule, the first vest is generally a one-year cliff vest, followed by monthly or quarterly vesting for the final three years. Under the second vesting schedule, the award vests on a monthly or quarterly basis over the four-year vest term. In addition, Bird Rides issued RSAs to certain members of its board of directors. The 2017 Plan also allows for the early exercise of stock options if approved by our board of directors. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest. As a result, cash received in exchange for unvested shares upon an early exercise is recorded within current liabilities on the consolidated balance sheets and is reclassified to common stock and additional paid–in capital as the shares vest.

Shares of restricted stock issued upon an early exercise of an option are not considered outstanding because the grantee is not entitled to the rewards of share ownership. Those shares are not shown as outstanding on the balance sheet and are excluded from earnings (loss) per share until the shares are no longer subject to a repurchase feature.

All awards granted under the 2017 Plan were retroactively restated to reflect the application of the Business Combination.

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2021 Plan

The 2021 Plan, adopted on November 4, 2021, provides for the grant of stock options, RSUs, RSAs, and stock appreciation rights to employees and consultants of the Company and its subsidiaries and non-employee directors of the Company. A total of 59.5 million shares of the Company’s Class A Common Stock were initially reserved for issuance under the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan will include any awards granted under the 2017 Plan that, after November 4, 2021, expire, are forfeited or otherwise terminated without having been fully exercised, provided that the maximum number of shares that may be added to the 2021 Plan from the 2017 Plan is 17.8 million.

The number of shares available for issuance under the 2021 Plan is increased on January 1 of each year, beginning on January 1, 2022, in an amount equal to the lesser of: (i) 5% of the aggregate number of shares of Class A Common Stock and Class X Common Stock outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares as determined by our board of directors. In January 2022, an additional 13.7 million shares of Class A Common Stock became available for issuance under the 2021 Plan.

Only RSUs and RSAs have been granted under the 2021 Plan. With the exception of the Management Award RSUs (as defined below), awards granted under the 2021 Plan are generally service-based awards, typically vesting over a total of four years pursuant to two different vesting schedules. Under one vesting schedule, the first vest is generally a one-year cliff vest, followed by quarterly vesting for the final three years. Under the second vesting schedule, the award vests on a quarterly basis over the four-year vest term. From April 2022, awards granted under the 2021 Plan generally vest on a quarterly basis over a one-year vest term.

In November 2021, the Company’s board of directors granted 29.1 million RSUs to certain employees (“Management Award RSUs”) under the 2021 Plan. The Management Award RSUs vest upon the satisfaction of a service-based vesting condition and the achievement of certain stock price goals, namely, $12.50, $20.00, and $30.00. The Management Award RSUs are excluded from Class A Common Stock issued and outstanding until the satisfaction of these vesting conditions. The Company will recognize total stock-based compensation expense of $176.3 million over the derived service period, using the accelerated attribution method. The Company recognized $20.7 million and $46.7 million of stock-based compensation expense related to the Management Award RSUs during the three and six months ended June 30, 2022, respectively.

Unvested shares of restricted stock are not considered outstanding because the grantee is not entitled to the rewards of share ownership prior to vesting. Unvested shares are not shown as outstanding on the balance sheet and are excluded from earnings (loss) per share until the shares are vested.

The Company did not grant any stock options during the three and six months ended June 30, 2022 and granted 0.2 million and 0.3 million stock options during the three and six months ended June 30, 2021, respectively. The Company granted 12.9 million and 17.4 million RSUs during the three and six months ended June 30, 2022, respectively, and 4.8 million RSUs during the three and six months ended June 30, 2021, respectively.

The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2022 and 2021, respectively (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative	38,433		989		83,111		2,093
Sales and marketing	625		102		$	1,466	$	281
Research and development	4,592		192		7,777		394
Total	$	43,650	$	1,283	$	92,354	$	2,768

Note 10 – Loss Per Share Attributable to Common Stockholders

Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period without consideration for common stock equivalents. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted-

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average number of shares of common stock outstanding during the period and potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive.

The Company computes loss per share using the two-class method. The rights, including the liquidation and dividend rights, of the Class A Common Stock and Class X Common Stock are identical, other than voting rights. Accordingly, the Class A Common Stock and Class X Common Stock share equally in the Company’s net losses. Because the computed loss per share for holders of the Class A Common Stock and the Class X Common Stock is identical, we do not present separate loss per share computations.

Loss per share for the three and six months ended June 30, 2021 was retroactively restated to reflect the application of the Business Combination. Net loss for the three and six months ended June 30, 2021 was adjusted to reflect the accrual of paid-in kind dividends earned by certain holders of senior preferred stock. The following table presents the calculation of basic and diluted loss per share attributable to common stockholders (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net loss	$	(310,419)	$	(43,686)	$	(300,068)	$	(119,886)
Adjustments to net loss	—		(6,328)		—		(8,358)
Net loss attributable to common stockholders	$	(310,419)	$	(50,014)	$	(300,068)	$	(128,244)
Weighted-average shares outstanding, basic and diluted	272,017		49,724		270,927		48,114
Loss per share, basic and diluted	$	(1.14)	$	(1.01)	$	(1.11)	$	(2.67)

The following outstanding securities were excluded from the computation of loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):


	As of June 30,
	2022	2021
Redeemable Convertible Senior Preferred Stock	—	25,714
Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock	—	135,225
Founders Convertible Preferred Stock	—	3,993
Unvested shares of Common Stock	—	900
Stock options	11,200	14,275
RSUs	29,960	4,232
Management Award RSUs	29,073	—
Warrants to purchase Redeemable Convertible Senior Preferred Stock	—	2,822
Warrants to purchase Redeemable Convertible Prime Preferred Stock	—	60
Warrants to purchase Class A Common Stock	12,935	—
Contingently issuable shares	1,977	—