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

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

Delaware						99-0385461
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
			444 Castro Street, Suite 400, Mountain View, California			94041
			(Address of Principal Executive Offices)			(Zip Code)

			(855) 868-3733
			Registrant's telephone number, including area code)
			Not Applicable
			(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, par value $0.0001			S			The New York Stock Exchange

Large accelerated filer			☐			Accelerated filer			☐
Non-accelerated filer			☒			Smaller reporting company			☐
						Emerging growth company			☒

TABLE OF CONTENTS
			Page
Part I - Financial Information
Item 1. Financial Statements (Unaudited)			5
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Operations			6
Condensed Consolidated Statements of Comprehensive Loss			7
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)			8
Condensed Consolidated Statements of Cash Flows			11
Notes to Condensed Consolidated Financial Statements			12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures about Market Risk			38
Item 4. Controls and Procedures			39
Part II - Other Information			40
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			82
Item 3. Defaults Upon Senior Securities			82
Item 4. Mine Safety Disclosures			82
Item 5. Other Information			82
Item 6. Exhibits			83
Signatures			84

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 17A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements contained in this Quarterly Report on Form 10-Q, other than statements of historical fact, including statements regarding our future operating results and financial condition, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our total revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in operating expenses and our ability to achieve and maintain future profitability;

•the impact of the continuing COVID-19 pandemic on our operations, financial results, and liquidity and capital resources, including on customers, sales, expenses, and employees;

•our business plan and our ability to effectively manage our growth;

•our total market opportunity;

•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

•our ability to maintain the security and availability of our platform;

•market acceptance of our platform and our ability to increase adoption of our platform;

•beliefs and objectives for future operations;

•our ability to further penetrate our existing customer base and attract, retain, and expand our customer base;

•our ability to timely and effectively scale and adapt our platform;

•our ability to develop new products and services and bring them to market in a timely manner and make enhancements to our platform;

•our expectations concerning relationships with third parties;

•our ability to maintain, protect, and enhance our intellectual property;

•our ability to continue to expand internationally;

•the effects of increased competition in our markets and our ability to compete effectively;

•future acquisitions or investments in complementary companies, products, services, or technologies and our ability to integrate such acquisitions or investments;

•our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

•economic and industry trends, projected growth, or trend analysis;

•the impact of natural or man-made global events on our business, including wars and other armed conflicts, such as Russia’s invasion of Ukraine;

•expenses associated with being a public company; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We undertake no obligation to update publicly any of these forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations, except as required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, partnerships, mergers, dispositions, joint ventures, or investments we may make.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the SEC as exhibits to this report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

PART I. FINANCIAL INFORMATION

SENTINELONE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (unaudited)

			July 31,						January 31,
			2022						2022
Assets
Current assets:
Cash and cash equivalents			$	269,493					$	1,669,304
Short-term investments			949,883						374
Accounts receivable, net			106,380						101,491
Deferred contract acquisition costs, current			30,894						27,546
Prepaid expenses and other current assets			33,348						18,939
Total current assets			1,389,998						1,817,654
Property and equipment, net			33,031						24,918
Operating lease right-of-use assets			25,270						23,884
Deferred contract acquisition costs, non-current			44,429						41,022
Intangible assets, net			159,677						15,807
Goodwill			540,308						108,193
Restricted cash, non-current			64,207						2,747
Other assets			8,174						7,956
Total assets			$	2,265,094					$	2,042,181
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable			$	14,469					$	9,944
Accrued liabilities			31,913						22,657
Accrued payroll and benefits			38,576						61,150
Operating lease liabilities, current			4,004						4,613
Deferred revenue, current			244,207						182,957
Total current liabilities			333,169						281,321
Deferred revenue, non-current			100,844						79,062
Operating lease liabilities, non-current			25,261						24,467
Other liabilities			66,004						6,543
Total liabilities			525,278						391,393
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock; $0.0001 par value; 50,000,000 shares authorized as of July 31, 2022 and January 31, 2022, and no shares issued and outstanding as of July 31, 2022 and January 31, 2022			—						—
Class A common stock; $0.0001 par value; 1,500,000,000 shares authorized as of July 31, 2022 and January 31, 2022; 205,329,881 and 162,666,515 shares issued and outstanding as of July 31, 2022 and January 31, 2022, respectively			20						16
Class B common stock; $0.0001 par value; 300,000,000 shares authorized as of July 31, 2022 and January 31, 2022; 75,246,506 and 107,785,100 shares issued and outstanding as of July 31, 2022 and January 31, 2022, respectively			8						11
Additional paid-in capital			2,549,614						2,271,980
Accumulated other comprehensive income (loss)			(2,013)						454
Accumulated deficit			(807,813)						(621,673)
Total stockholders’ equity			1,739,816						1,650,788
Total liabilities and stockholders’ equity			$	2,265,094					$	2,042,181

			Three Months Ended July 31,												Six Months Ended July 31,
			2022						2021						2022						2021
Revenue			$	102,505					$	45,750					$	180,760					$	83,145
Cost of revenue			36,261						18,788						63,400						37,071
Gross profit			66,244						26,962						117,360						46,074
Operating expenses:
Research and development			54,989						31,037						100,870						58,857
Sales and marketing			79,000						40,970						139,641						77,150
General and administrative			40,447						22,110						75,337						38,834
Total operating expenses			174,436						94,117						315,848						174,841
Loss from operations			(108,192)						(67,155)						(198,488)						(128,767)
Interest income			3,222						21						4,309						44
Interest expense			(607)						(479)						(612)						(782)
Other income (expense), net			427						(373)						136						(966)
Loss before provision for income taxes			(105,150)						(67,986)						(194,655)						(130,471)
Provision for income taxes			(8,844)						177						(8,515)						326
Net loss			$	(96,306)					$	(68,163)					$	(186,140)					$	(130,797)
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted			$	(0.35)					$	(0.57)					$	(0.68)					$	(1.59)
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted			277,417,227						120,520,061						273,424,105						82,394,440

			Three Months Ended July 31,												Six Months Ended July 31,
			2022						2021						2022						2021
Net loss			$	(96,306)					$	(68,163)					$	(186,140)					$	(130,797)
Other comprehensive income (loss):
Change in unrealized losses on investments			(1,230)						—						(2,467)						—
Foreign currency translation adjustments			—						100						—						290
Total comprehensive loss			$	(97,536)					$	(68,063)					$	(188,607)					$	(130,507)

			Three Months Ended July 31, 2022
			Redeemable Convertible Preferred Stock															Class A and Class B Common Stock												Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)						Accumulated Deficit						Total Stockholders’ Equity
			Shares						Amount									Shares						Amount
Balance as of April 30, 2022			—						$	—								272,496,624						$	27					$	2,309,505					$	(783)					$	(711,507)					$	1,597,242
Issuance of common stock upon exercise of stock options			—						—									1,350,556						—						3,291						—						—						3,291
Vesting of restricted stock units			—						—									291,442						—						—						—						—						—
Issuance of common stock under employee purchase plan			—						—									405,534						—						8,682						—						—						8,682
Issuance of common stock in connection with acquisition			—						—									6,032,231						1						186,332						—						—						186,333
Stock-based compensation			—						—									—						—						41,804						—						—						41,804
Other comprehensive income (loss)			—						—									—						—						—						(1,230)						—						(1,230)
Net loss			—						—									—						—						—						—						(96,306)						(96,306)
Balance as of July 31, 2022			—						$	—								280,576,387						$	28					$	2,549,614					$	(2,013)					$	(807,813)					$	1,739,816

			Three Months Ended July 31, 2021
			Redeemable Convertible Preferred Stock															Class B Common Stock												Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)						Accumulated Deficit						Total Stockholders’ Deficit
			Shares						Amount									Shares						Amount
Balance as of April 30, 2021			167,058,113						$	621,139								50,504,590						$	3					$	166,974					$	355					$	(413,206)					$	(245,874)
Conversion of redeemable convertible preferred stock to common stock upon initial public offering			(167,058,113)						(621,139)									169,787,200						10						621,129						—						—						621,139
Issuance of common stock upon initial public offering and private placement, net of underwriting discounts and commissions			—						—									41,678,568						4						1,380,956						—						—						1,380,960
Issuance of common stock upon exercise of options			—						—									1,975,381						—						2,617						—						—						2,617
Issuance of common stock upon exercise of warrants			—						—									940,953						—						—						—						—						—
Vesting of early exercised stock options			—						—									—						—						537						—						—						537
Stock-based compensation			—						—									—						—						24,152						—						—						24,152
Issuance of restricted stock for services provided			—						—									—						—						500						—						—						500
Foreign currency translation adjustments			—						—									—						—						—						100						—						100
Net loss			—						—									—						—						—						—						(68,163)						(68,163)
Balances as of July 31, 2021			—						$	—								264,886,692						$	17					$	2,196,865					$	455					$	(481,369)					$	1,715,968

			Six Months Ended July 31, 2022
			Redeemable Convertible Preferred Stock															Class A and Class B Common Stock												Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)						Accumulated Deficit						Total Stockholders’ Equity
			Shares						Amount									Shares						Amount
Balance as of January 31, 2022			—						$	—								270,451,615						$	27					$	2,271,980					$	454					$	(621,673)					$	1,650,788
Issuance of common stock upon exercise of stock options			—						—									3,369,153						—						8,381						—						—						8,381
Vesting of restricted stock units			—						—									317,854						—						—						—						—						—
Issuance of common stock under employee purchase plan			—						—									405,534						—						8,682						—						—						8,682
Vesting of early exercised stock options			—						—									—						—						18						—						—						18
Issuance of common stock in connection with acquisition			—						—									6,032,231						1						186,332						—						—						186,333
Stock-based compensation			—						—									—						—						74,221						—						—						74,221
Other comprehensive income (loss)			—						—									—						—						—						(2,467)						—						(2,467)
Net loss			—						—									—						—						—						—						(186,140)						(186,140)
Balance as of July 31, 2022			—						$	—								280,576,387						$	28					$	2,549,614					$	(2,013)					$	(807,813)					$	1,739,816

			Six Months Ended July 31, 2021
			Redeemable Convertible Preferred Stock															Class B Common Stock												Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)						Accumulated Deficit						Total Stockholders’ Deficit
			Shares						Amount									Shares						Amount
Balance as of January 31, 2021			167,058,113						$	621,139								39,242,316						$	2					$	29,869					$	165					$	(350,572)					$	(320,536)
Conversion of redeemable convertible preferred stock to common stock upon initial public offering			(167,058,113)						(621,139)									169,787,200						10						621,129						—						—						621,139
Issuance of common stock upon initial public offering and private placement, net of underwriting discounts and commissions			—						—									41,678,568						4						1,380,956						—						—						1,380,960
Issuance of common stock upon exercise of options			—						—									4,625,342						—						5,827						—						—						5,827
Issuance of common stock upon exercise of warrants			—						—									940,953						—						—						—						—						—
Vesting of early exercised stock options			—						—									—						—						554						—						—						554
Issuance of common stock assumed in connection with acquisition			—						—									7,277,214						1						120,318						—						—						120,319
Issuance of restricted stock awards			—						—									1,315,099						—						—						—						—						—
Stock-based compensation			—						—									—						—						37,712						—						—						37,712
Issuance of restricted stock for services provided			—						—									20,000						—						500						—						—						500
Foreign currency translation adjustments			—						—									—						—						—						290						—						290
Net loss			—						—									—						—						—						—						(130,797)						(130,797)
Balances as of July 31, 2021			—						$	—								264,886,692						$	17					$	2,196,865					$	455					$	(481,369)					$	1,715,968

			Six Months Ended July 31,
			2022						2021
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss			$	(186,140)					$	(130,797)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			10,794						3,637
Amortization of deferred contract acquisition costs			32,532						9,087
Non-cash operating lease costs			1,609						1,408
Stock-based compensation expense			72,631						34,830
Other			(1,619)						105
Changes in operating assets and liabilities, net of effects of acquisition
Accounts receivable			480						(10,339)
Prepaid expenses and other assets			(9,151)						(11,190)
Deferred contract acquisition costs			(39,287)						(16,477)
Accounts payable			6,094						(5,108)
Accrued liabilities			4,148						6,559
Accrued payroll and benefits			(23,669)						6,864
Operating lease liabilities			(2,737)						(1,919)
Deferred revenue			31,285						37,707
Other liabilities			(8,447)						2,842
Net cash used in operating activities			(111,477)						(72,791)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property and equipment			(4,101)						(1,685)
Purchases of intangible assets			(194)						—
Capitalization of internal-use software			(6,028)						(2,852)
Purchases of short-term investments			(1,243,594)						—
Maturities of short-term investments			291,845						—
Cash paid for acquisition, net of cash and restricted cash acquired			(281,032)						(3,449)
Net cash used in investing activities			(1,243,104)						(7,986)
CASH FLOW FROM FINANCING ACTIVITIES:
Payments of deferred offering costs			(186)						(5,068)
Repayment of debt			—						(20,000)
Proceeds from exercise of stock options			8,382						5,827
Proceeds from issuance of common stock under the employee stock purchase plan			8,682						—
Proceeds from initial public offering and private placement, net of underwriting discounts and commissions			—						1,388,563
Net cash provided by financing activities			16,878						1,369,322
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			—						1,146
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH			(1,337,703)						1,289,691
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH–Beginning of period			1,672,051						399,112
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH–End of period			$	334,348					$	1,688,803
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid			$	8					$	403
Income taxes paid (refunded), net of payments			$	(69)					$	74
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock-based compensation capitalized as internal-use software			$	1,590					$	2,882
Property and equipment purchased but not yet paid			$	836					$	93
Internal-use software capitalized but not yet paid			$	383					$	—
Vesting of early exercised stock options			$	18					$	544
Deferred offering costs accrued but not yet paid			$	—					$	2,535
Issuance of common stock and assumed equity awards in connection with acquisition			$	186,332					$	120,319
Conversion of redeemable convertible preferred stock to common stock upon initial public offering			$	—					$	621,139

Business

SentinelOne, Inc. (SentinelOne, we, our, or us) was incorporated in January 2013 in the State of Delaware. On March 29, 2021, we amended our certificate of incorporation to change our name from Sentinel Labs, Inc. to SentinelOne, Inc. We are a cybersecurity provider that delivers an artificial intelligence-powered platform to enable autonomous cybersecurity defense. Our headquarters is located in Mountain View, California with various other global office locations.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), and applicable 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. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 filed with the SEC on April 7, 2022.

In management’s opinion, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which reflect all normal recurring adjustments necessary to present fairly the results for the interim periods, but are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of SentinelOne and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ from these estimates, and such differences could be material to our condensed consolidated financial statements. There have been no material changes in our use of estimates during the six months ended July 31, 2022, as compared to the use of estimates disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 filed with the SEC on April 7, 2022.

Significant Accounting Policies

There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report on Form 10-K filed with the SEC on April 7, 2022.

Segment and Geographic Information

We have a single operating and reportable segment. Our chief operating decision maker (CODM) is our Chief Executive Officer. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and assessing financial performance. For information regarding our revenue by geography, see Note 3.

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash to the total of these amounts shown in the condensed consolidated statements of cash flows (in thousands):

			As of July 31,						As of January 31
			2022						2022
Cash and cash equivalents			$	269,493					$	1,669,304
Restricted cash, current			648						—
Restricted cash, non-current			64,207						2,747
			$	334,348					$	1,672,051

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized in accordance with Accounting Standards Codification Topic 606 as if the acquirer had originated the contracts. Previously, contract assets and contract liabilities were measured at fair value. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. We early adopted this guidance on February 1, 2022, which did not have a material impact at the time of adoption on our condensed consolidated financial statements.

Disaggregation of Revenue

The following table summarizes revenue by geography based on the shipping address of end customers for the periods presented (in thousands, except percentages):

			Three Months Ended July 31, 2022												Three Months Ended July 31, 2021
			Amount						% of Revenue						Amount						% of Revenue
United States			$	68,392					67		%				$	31,207					68		%
International			34,113						33						14,543						32
Total			$	102,505					100		%				$	45,750					100		%

			Six Months Ended July 31, 2022												Six Months Ended July 31, 2021
			Amount						% of Revenue						Amount						% of Revenue
United States			$	120,948					67		%				$	57,383					69		%
International			59,812						33						25,762						31
Total			$	180,760					100		%				$	83,145					100		%

No single country other than the United States represented 10% or more of our revenue during the three and six months ended July 31, 2022 and 2021.

The following table summarizes revenue by sales channel for the periods presented (in thousands, except percentages):

			Three Months Ended July 31, 2022												Three Months Ended July 31, 2021
			Amount						% of Revenue						Amount						% of Revenue
Channel partners			$	92,785					91		%				$	42,126					92		%
Direct customers			9,720						9						3,624						8
Total			$	102,505					100		%				$	45,750					100		%

			Six Months Ended July 31, 2022												Six Months Ended July 31, 2021
			Amount						% of Revenue						Amount						% of Revenue
Channel partners			$	164,237					91		%				$	76,238					92		%
Direct customers			16,523						9						6,907						8
Total			$	180,760					100		%				$	83,145					100		%

Contract Balances

Contract assets consist of unbilled accounts receivable, which arise when a right to consideration for our performance under the customer contract occurs before invoicing the customer. The amount of unbilled accounts receivable included within accounts receivable, net on the condensed consolidated balance sheets was $7.1 million and $1.5 million as of July 31, 2022 and January 31, 2022, respectively.

Contract liabilities consist of deferred revenue, which represents invoices billed in advance of performance under a contract. Deferred revenue is recognized as revenue over the contractual period. The deferred revenue balance was $345.1 million and $262.0 million as of July 31, 2022 and January 31, 2022, respectively. We recognized revenue of $55.4 million and $24.5 million during the three months ended July 31, 2022 and 2021, respectively, and $115.4 million and $53.6 million during the six months ended July 31, 2022 and 2021, respectively, that was included in the corresponding contract liability balance at the beginning of the period.

Remaining Performance Obligations

Our contracts with customers typically range from one to three years. Revenue allocated to remaining performance obligations represents non-cancelable contract revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced in future periods.

As of July 31, 2022, our remaining performance obligations were $444.7 million, of which we expect to recognize 84% as revenue over the next 24 months, with the remainder to be recognized thereafter.

We periodically review deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. We did not recognize any impairment of deferred contract acquisition costs during the three and six months ended July 31, 2022 and 2021.

The following table summarizes information about our cash and cash equivalents, and short-term investments by investment category (in thousands):

			As of July 31, 2022
			Fair Value Level						Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
Assets
Cash and cash equivalents:
Cash									$	34,662					$	—					$	—					$	34,662
Money market funds			Level 1						224,854						—						—						224,854
Corporate notes and bonds			Level 2						5,001						—						(2)						4,999
U.S. agency securities			Level 2						4,982						—						(4)						4,978
Total cash and cash equivalents									$	269,499					$	—					$	(6)					$	269,493
Short-term investments:																											—
Commercial paper			Level 2						452,520						—						(1,278)						451,242
Corporate notes and bonds			Level 2						34,276						—						(168)						34,108
U.S. agency securities			Level 2						91,380						4						(309)						91,075
U.S. Treasury securities			Level 1						374,167						37						(746)						373,458
Total short-term investments									$	952,343					$	41					$	(2,501)					$	949,883
Liabilities
Other liabilities
Indemnity Escrow			Level 2						$	61,264					$	—					$	(3,022)		1			$	58,242
Total other liabilities									$	61,264					$	—					$	(3,022)					$	58,242

(1) Represents imputed interest

As of July 31, 2022, we determined that the declines in the market value of our investment portfolio were not driven by credit related factors. During the three and six months ended July 31, 2022 and 2021, we did not recognize any losses on our investments due to credit related factors. As of July 31, 2022, the aggregate fair value of our cash equivalents and short-term investments approximated amortized cost and, as such, there were no unrealized gains or losses, either individually or in the aggregate.

The following table summarizes the respective fair value and the classification by level within the fair value hierarchy (in thousands):

			As of January 31, 2022
			Level 1						Level 2						Level 3						Total
Assets
Cash equivalents:
Money market funds			$	1,641,642					$	—					$	—					$	1,641,642
Short-term investments:
Certificates of deposit			—						374						—						374
Total assets measured and recorded at fair value			$	1,641,642					$	374					$	—					$	1,642,016

There were no transfers between the levels of the fair value hierarchy during the three and six months ended July 31, 2022 and 2021.

On May 3, 2022, we acquired 100% of the issued and outstanding equity securities (the Acquisition) of Attivo Networks, Inc. (Attivo), an identity security and lateral movement protection company. Attivo expands our coverage of critical attack surfaces. Identity is an adjacent security solution that complements our core endpoint solution. The Acquisition closed on May 3, 2022 and has been accounted for as a business combination in accordance with ASC Topic 805, Business Combinations.

We had post-combination expense with a fair value of $32.9 million that was not included in the total purchase consideration, which is comprised of 307,396 of restricted common stock with an aggregate fair value of $10.0 million, and 378,828 assumed options with an aggregate fair value of $11.5 million. Restricted common stock and assumed options will be recognized as stock-based compensation expense. In addition, in connection with the acquisition, certain employees who were promised compensation related to their previous employment agreements will be paid $11.4 million in cash based on continued employment which will be recognized on a straight-line basis as acquisition-related compensation costs. All post-combination expense is expected to be recognized through May 2026. Post-combination compensation expense is subject to adjustment based on continuing service obligations to the Company of certain stockholders of Attivo.

In connection with the Acquisition, we also granted restricted stock units (RSUs) and performance share units (PSUs) under our 2021 Equity Incentive Plan. For further details refer to Note 7. Stock-Based Compensation.

The following table presents the preliminary allocation of purchase consideration recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands):

			Amount
Consideration
Cash			$	348,917
Common Stock (6,032,231 shares)(1)			185,885
Fair value of total consideration transferred			$	534,802
Cash and cash equivalents			$	8,836
Accounts receivable			4,867
Prepaid expense and other current assets			3,880
Operating lease right-of-use assets			260
Intangible assets			151,900
Accrued liabilities			(4,270)
Accrued payroll and benefits			(1,113)
Operating lease liabilities			(259)
Deferred revenue			(51,746)
Other liabilities			(2,357)
Deferred tax liability			(7,310)
Total identifiable net assets			102,688
Goodwill			432,114
Total purchase consideration			$	534,802

(1) Consideration calculated using the fair value of the Company’s common stock

The estimates and assumptions regarding the fair value of certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes, and goodwill are subject to change as we obtain additional information during the measurement period, which usually lasts for up to one year from the acquisition date.

The excess of the purchase price over the fair value of net tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits resulting from the acquisition that will enhance the value of our product for both new and existing customers and strengthen our competitive position. Goodwill is not deductible for tax purposes.

The following table sets forth the preliminary amounts allocated to the intangible assets identified and their estimated useful lives as of the date of acquisition:

			Fair Value						Useful Life
			(in thousands)						(in years)
Customer relationships			$	77,600					10
Developed technology			63,200						5
Backlog			11,100						2
Total intangible assets acquired			$	151,900

The preliminary fair value assigned to customer relationships was determined using the multi-period excess earnings method of the income approach. The fair value assigned to developed technology was determined using the relief from royalty method under the income approach. The fair value assigned to backlog was determined using the multi-period excess earnings method of the income approach. The intangible assets acquired are expected to be amortized over their useful lives on a straight-line basis.

Aside from $61.0 million, net, within restricted cash on the condensed consolidated balance sheet, held in an indemnity escrow expected to be paid out within 15 months of the Acquisition, there are no other contingent consideration or cash consideration expected to be paid out subsequent to the Acquisition. The indemnity escrow is carried at fair value within other liabilities in our condensed consolidated balance sheet. The results of operations of Attivo have been included in our condensed consolidated financial statements from the date of the Acquisition.

We have incurred $3.3 million and $5.5 million of transaction expenses in connection with the Acquisition during the three and six months ended July 31, 2022, respectively. $1.0 million and $3.2 million of these costs were recorded as general and administrative expenses in our condensed consolidated statements of operations during the three and six months ended July 31, 2022, respectively, with the remainder allocated to purchase price consideration.

Our consolidated statements of operations from the date of the Acquisition to the period ended July 31, 2022 includes revenue and net loss of Attivo of $9.3 million and $(9.3) million, respectively.

The following unaudited supplemental pro forma financial information is provided for informational purposes only and summarizes our combined results of operations as if the Acquisition occurred on February 1, 2021 (in thousands):

			Three Months Ended July 31,												Six Months Ended July 31,
			2022						2021						2022						2021
Revenue			$	102,706					$	52,741					$	188,264					$	96,279
Net loss			$	(100,853)					$	(82,240)					$	(208,032)					$	(154,714)

The unaudited supplemental pro forma results reflect certain adjustments for the amortization of acquired intangible assets, recognition of stock-based compensation, acquisition-related transaction expenses, and acquisition-related compensation costs. Such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the Acquisition been completed on the date indicated, nor is it indicative of our future operating results.

Intangible assets, net consisted of the following (in thousands):

			As of July 31,						As of January 31,
			2022						2022
Developed technology			$	78,700					$	15,500
Customer relationship			79,100						1,500
Backlog			11,100						—
Non-compete agreements			650						650
Trademarks			150						150
Patents			1,288						1,094
Total finite-lived intangible assets			170,988						18,894
Accumulated amortization - developed technology			(6,447)						(2,165)
Accumulated amortization - customer relationship			(3,060)						(734)
Accumulated amortization - backlog			(1,397)						—
Accumulated amortization - non-compete agreements			(319)						(212)
Accumulated amortization - trademarks			(111)						(73)
Accumulated amortization - patents			(232)						(158)
Less: total accumulated amortization			(11,566)						(3,342)
Total finite-lived intangible assets, net			$	159,422					$	15,552
Indefinite-lived intangible assets - domain names			255						255
Total intangible assets, net			$	159,677					$	15,807

Amortization expense of intangible assets was $7.3 million and $0.9 million for the three months ended July 31, 2022 and 2021, respectively, and $8.0 million and $1.6 million for the six months ended July 31, 2022 and 2021, respectively.

As of July 31, 2022, estimated future amortization expense is as follows (in thousands):

Fiscal Year Ending January 31,
Remainder of 2023						$	14,788
2024						28,532
2025						24,187
2026						22,753
2027						22,753
Thereafter						46,409
Total						$	159,422

Stock-Based Compensation Expense

The components of stock-based compensation expense recognized in the condensed consolidated statements of operations consisted of the following (in thousands):

			Three Months Ended July 31,												Six Months Ended July 31,
			2022						2021						2022						2021
Cost of revenue			$	2,399					$	840					$	4,247					$	1,223
Research and development			13,495						8,823						23,958						15,962
Sales and marketing			9,715						3,905						16,811						5,952
General and administrative			15,392						7,825						27,615						11,693
Total			$	41,001					$	21,393					$	72,631					$	34,830

A summary of our RSU activity is as follows:

			Number of Shares						Weighted-Average Grant Date Fair Value
Outstanding as of January 31, 2022			1,770,304						$	52.51
Granted			7,464,181						$	33.76
Released			(317,854)						$	40.74
Forfeited			(214,093)						$	42.51
Outstanding as of July 31, 2022			8,702,538						$	37.12

As of July 31, 2022, we had unrecognized stock-based compensation expense related to unvested RSUs of $289.3 million that is expected to be recognized on ratably over a weighted-average period of 3.4 years.

A summary of our stock option activity is as follows:

			Number of Options						Weighted-Average Exercise Price
Outstanding as of January 31, 2022			42,422,473						$	4.30
Granted			—						$	—
Exercised			(3,369,153)						$	2.49
Forfeited			(717,964)						$	5.40
Assumed options from Attivo acquisition			378,828						$	1.31
Outstanding as of July 31, 2022			38,714,184						$	4.41
Expected to vest as of July 31, 2022			38,714,184						$	4.41
Vested and exercisable as of July 31, 2022			20,030,216						$	3.04

As of July 31, 2022, we had unrecognized stock-based compensation expense related to unvested options of $134.1 million that is expected to be recognized on ratably over a weighted-average period of 2.4 years.

Milestone Options

In March 2021, we granted options to purchase 1,404,605 shares of Class B common stock subject to service-based, performance-based, and market-based vesting conditions to our Chief Executive Officer and Chief Financial Officer under the 2013 Plan. These stock options will vest 100% upon the occurrence of our initial public offering (IPO) (the performance-based vesting condition) and the achievement of certain milestone events and our share price targets (the market-based vesting conditions), subject to the executive’s continued service to us from the grant date through the milestone events. For these options, we used a Monte Carlo simulation to determine the fair value at the grant date and the implied service period.

During the three and six months ended July 31, 2022, we recorded $0.9 million and $1.8 million, respectively, of stock-based compensation expense related to these milestone options. During the three and six months ended July 31, 2021, we recorded $1.2 million of stock-based compensation expense. As of July 31, 2022, we had unrecognized stock-based compensation expense related to these milestone options of $14.5 million that is expected to be recognized over the remaining vesting period of 4.1 years.

Performance Share Units

In connection with the acquisition of Attivo, we granted 71,003 shares of performance share units (PSUs) subject to service-based and performance-based vesting conditions. These PSUs will vest 100% upon the achievement of certain financial performance and integration milestone events, subject to the employees’ continued service to us from the grant date through the milestone events or target dates.

During the three and six months ended July 31, 2022, we recorded $0.2 million of stock-based compensation expense related to these PSUs. As of July 31, 2022, we had unrecognized stock-based compensation expense related to these PSUs of $1.4 million that is expected to be recognized over the remaining vesting period of 1.4 years.

Restricted Common Stock

In connection with the acquisition of Attivo, restricted common stock was issued to Attivo employees. See Note 5, Acquisitions, in the notes to our condensed consolidated financial statements for more information regarding these restricted common stock.

In connection with the acquisition of Scalyr, Inc. (Scalyr), we issued 1,315,099 shares of restricted common stock with a fair value of $14.59 per share at the time of grant, that vest over a period of two years. During the three and six months ended July 31, 2022, we recorded $2.1 million and $4.2 million, respectively, of stock-based compensation expense related to restricted common stock in connection with our acquisition of Scalyr. During the three and six ended July 31, 2021, we recorded $3.1 million and $5.5 million, respectively, of stock-based compensation expense. As of July 31, 2022, we had unrecognized stock-based compensation expense related to this restricted common stock of $4.4 million that is expected to be recognized over the remaining vesting period of 0.5 years.

Employee Stock Purchase Plan (ESPP)

The Company recognized stock-based compensation expense related to ESPP of $3.8 million and $6.5 million, respectively, during the three and six months ended July 31, 2022. The Company recognized stock-based compensation expense related to ESPP of $1.0 million during both the three and six months ended July 31, 2021.

During the three months ended July 31, 2022 we recorded $0.2 million in expense related to modification of our ESPP as a result of the decrease in our stock price which triggered a reset of the ESPP offering period in accordance with our plan. We expect to record a total of $1.3 million in expense related to this modification through the second quarter of 2024.

Attivo Acquisition

In connection with the Acquisition, we granted 539,795 shares of restricted stock units (RSUs) under our 2021 Equity Incentive Plan that will vest over a period of 3 years contingent on continued employment of certain Attivo employees, for which stock-based compensation expense will be recognized ratably over the vesting period.

Attivo Equity Incentive Plan

In connection with our acquisition of Attivo Networks which closed in May 2022, we assumed unvested stock options that were granted under the Attivo 2011 Equity Incentive Plan ("Attivo Plan"). We do not intend to grant any additional shares under the Attivo Plan and the Attivo Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. Any shares underlying stock options that are expired,

We compute our tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjusting for discrete items arising in that quarter.

We had an effective tax rate of 8.4% and (0.3)% for the three months ended July 31, 2022 and 2021, respectively, and 4.4% and (0.2)% for the six months ended July 31, 2022 and 2021, respectively. We have incurred U.S. operating losses and have minimal profits or offsetting loss carryforwards in certain foreign jurisdictions.

We compute our tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjusting for discrete items arising in that quarter. In connection with the Attivo business combination, we recorded a net deferred tax liability primarily attributable to identifiable acquired intangibles. This net deferred tax liability is considered an additional source of income to support the realizability of the Company's deferred tax asset, and as a result we released a portion of the valuation allowance and recorded a one-time discrete tax benefit of $9.7 million for the three and six months ended July 31, 2022

Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. Basic net 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. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. For purposes of this calculation, stock options, restricted common stock, RSUs, PSUs, ESPP, and early exercised stock options are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented.

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis.

Basic and diluted net loss per share attributable to common stockholders was as follows (in thousands, except share and per share data):

			Three Months Ended July 31,												Six Months Ended July 31,
			2022						2021						2022						2021
Numerator:
Net loss attributable to Class A and Class B common stockholders			$	(96,306)					$	(68,163)					$	(186,140)					$	(130,797)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted			277,417,227						120,520,061						273,424,105						82,394,440
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted			$	(0.35)					$	(0.57)					$	(0.68)					$	(1.59)

The following potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive:

			As of July 31,
			2022						2021
Stock options			38,316,073						48,385,470
Shares subject to repurchase			298,374						63,492
RSUs and PSUs			1,343,582						346,483
ESPP			109,217						85,827
Restricted common stock			405,620						1,315,099
Contingently issuable shares			1,317,079						1,317,079
Total			41,789,945						51,513,450

Legal Contingencies

From time to time, we may be a party to various legal proceedings and subject to claims in the ordinary course of business.

BlackBerry Litigation

Starting in October 2019, BlackBerry Corp. and its subsidiary Cylance, Inc. (BlackBerry) filed a total of nine proceedings (seven lawsuits and two arbitrations) against us and certain former BlackBerry employees who joined our company. In these proceedings, BlackBerry alleges that it has viable legal claims as a result of its former employees joining us. Many of these proceedings have now been dismissed. The status of each of the currently pending proceedings is discussed below. We have defended against these claims and expect to continue to defend against these claims.

BlackBerry Corp., et al. v. Coulter, et al. On October 17, 2019, BlackBerry commenced an action captioned BlackBerry Corp., et al. v. Coulter, et al., No. 953-10-19 (Vt. Super. Ct.) (Vermont Action) against Chris Coulter, an employee on our Vigilance services team. On October 23, 2019, BlackBerry filed an amended complaint that added us as a defendant. The amended complaint asserts claims against us for conspiracy, tortious interference with contract, aiding and abetting breach of fiduciary duties, and misappropriation of trade secrets. The court entered a preliminary injunction order enjoining Mr. Coulter from working for us through February 2021. As a result of the court’s order, Mr. Coulter chose to seek other employment and is no longer employed by us. On January 15, 2021, the court entered an order narrowing the scope of the case and limiting the claims against us in order to avoid conflict with a similar action that was previously filed in California and was dismissed. The Vermont Action is currently pending. On October 25, 2019, BlackBerry commenced an action captioned BlackBerry Corp., et al v. Coulter, et al., No. 2019-0854-JTL (Del. Ch.) against Mr. Coulter and us in Delaware Chancery Court. The court stayed this case pending resolution of the Vermont Action, and on February 7, 2020, BlackBerry voluntarily dismissed without prejudice all claims against Mr. Coulter and us. On December 3, 2019, BlackBerry initiated a largely duplicative action in arbitration solely against Mr. Coulter administered by JAMS, an alternative dispute resolution provider. That arbitration action, however, was dismissed on or about March 30, 2021, with JAMS informing us that they had closed their files on this matter on April 30, 2021.

BlackBerry Corp., et al. v. Page, et al. On November 18, 2019, BlackBerry commenced an action captioned BlackBerry Corp., et al. v. Page, et al., No. 2019-CP-07-2552 (S.C. Cir. Ct.) against Barnaby Page, a go-to-market employee, and us, in a South Carolina state court. The complaint asserts claims against us for aiding and abetting breach of fiduciary duties, tortious interference with contract, and misappropriation of trade secrets. Following initial discovery, on August 27, 2020, we and Mr. Page filed a joint motion for judgment on the pleadings. Following initial discovery, the parties agreed to stipulate to a dismissal of this lawsuit without prejudice, and a dismissal order was entered by the court on January 31, 2022.

Blackberry Corp. et al. v. Sentinel Labs, Inc., et al. On January 16, 2020, BlackBerry commenced the action captioned, BlackBerry Corp., et al. v. Sentinel Labs, Inc., et al., No. 20CV361950 (Cal. Super. Ct. Santa Clara Cnty.) (Current California Action), against us and unnamed “Doe” defendants, asserting claims against us for trade secret misappropriation and unfair business practices. We filed counterclaims that, in part, seek to invalidate any agreements allegedly supporting BlackBerry’s claims against its former employees. On December 14, 2020, we filed a motion requesting that BlackBerry sufficiently identify any trade secrets it alleges we misappropriated in accordance with California law. On February 12, 2021, the court granted that motion in part, including striking BlackBerry’s expert testimony, and limiting the scope of discovery to customer lists and sales-related information. On March 15, 2021, BlackBerry re-filed a statement identifying its trade secrets to pursue broader claims and discovery. In response, on April 5, 2021, we again filed a motion requesting that BlackBerry sufficiently identify any trade secrets under California law. On June 2, 2021, the court granted the motion in our favor, absent a few discrete areas permitted by the court. On July 2, 2021, Blackberry filed its third amended trade secret identification. In response, on July 16, 2021, we submitted a motion challenging these claims. In its third trade secret statement, in response to our motion again challenging the sufficiency of its trade secret disclosures, Blackberry voluntarily dropped various claims. The parties are currently in the early stages of discovery over the revised trade secret disclosures approved by the court on August 31, 2021. We continue to litigate this action, including actively pursuing our counterclaims against them.

BlackBerry Corp., et al. v. Quinn, et al. On February 17, 2020, BlackBerry commenced the action captioned BlackBerry Corp., et al. v. Quinn, et al., No. D-1-GN-20-00096 (Tex. Civ. Ct. – Travis Cnty.) against Sean Quinn, a go-to-market employee, and us, in Texas state court. On August 8, 2020, we and Mr. Quinn moved to stay or dismiss the case in light of the overlapping issues between this case and the Current California Action. On September 21, 2020, the court stayed this case pending resolution of the Current California Action. This lawsuit remains stayed and is pending in abeyance before the Texas court.

BlackBerry Corp., et al. v. Kaylan Brown Coulter. On or about April 7, 2022, BlackBerry commenced an action captioned BlackBerry Corp., et al. v. Kaylan Brown Coulter, No. 22-cv-01249 (Vt. Super. Ct.) (Brown-Coulter Action) against Kaylan Brown Coulter, the wife of Chris Coulter (referenced above), alleging breach of non-disclosure and non-solicitation agreements, breach of covenant of good faith and fair dealing, breach of fiduciary duties, and civil conspiracy. While this is part of the same series of lawsuits by BlackBerry, we were not named in this action. On May 6, 2022, Ms. Brown-Coulter removed the case to the United States District Court for the District of Vermont, No. 5:22-cv-98 (D. Vt.). Shortly thereafter, on May 13, 2022, Ms. Brown-Coulter filed a motion to dismiss all claims under Federal Rule of Civil Procedure 12(b)(6). This motion is currently pending before the court.

We have not recorded any accruals for loss contingencies associated with these legal proceedings, determined that an unfavorable outcome is probable, or determined that the amount or range of any possible loss is reasonably estimable. We believe that there are no other pending or threatened legal proceedings that are likely to have a material adverse effect on our condensed consolidated financial statements.

Warranties and Indemnification

Our services are generally warranted to deliver and operate in a manner consistent with general industry standards that are reasonably applicable and materially conform with our documentation under normal use and circumstances. Our contracts generally include certain provisions for indemnifying customers against liabilities if our products or services infringe a third party’s intellectual property rights.

We also offer a limited warranty to certain customers, subject to certain conditions, to cover certain costs incurred by the customer in case of a cybersecurity breach. We have entered into an insurance policy to cover our potential liability arising from this limited warranty arrangement. We have not incurred any material costs related to such obligations and have not accrued any liabilities related to such obligations in the condensed consolidated financial statements as of July 31, 2022 and January 31, 2022.

In addition, we also indemnify certain of our directors and executive officers against certain liabilities that may arise while they are serving in good faith in their company capacities. We maintain director and officer liability insurance coverage that would generally enable us to recover a portion of any future amounts paid.

Our U.S. employees participate in a 401(k) defined contribution plan sponsored by us. Contributions to the plan are discretionary. There were $0.9 million and $1.4 million, respectively, matching contributions for the three and six months ended July 31, 2022, and no matching contributions by us for the three and six months ended July 31, 2021.

Israeli Severance Pay

Israeli labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (Section 14), all of our employees in Israel are entitled to monthly deposits made in their name with insurance companies, at a rate of 8.33% of their monthly salary.

These payments release us from any future severance payment obligation with respect to these employees; as such, any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset on our consolidated balance sheets. We recorded severance expenses related to these employees of $1.0 million and $1.0 million for the three months ended July 31, 2022 and 2021, respectively, $2.0 million and $1.8 million for the six months ended July 31, 2022 and 2021, respectively.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 filed with the U.S. Securities and Exchange Commission, or the SEC, on April 7, 2022. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note About Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading “Risk Factors” in this Quarterly Report on Form 10-Q for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. Our fiscal year ends on January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ended January 31, 2022 and January 31, 2023 are referred to herein as fiscal 2022 and fiscal 2023, respectively.

Unless the context otherwise requires, all references in this report to “SentinelOne,” the “Company,” “we,” “our,” “us,” or similar terms refer to SentinelOne, Inc. and its subsidiaries.

We founded SentinelOne in 2013 with a dramatically new approach to cybersecurity.

We pioneered the world’s first purpose-built artificial intelligence, or AI,-powered extended detection and response, or XDR, platform to make cybersecurity defense truly autonomous, from the endpoint and beyond. Our Singularity Platform instantly defends against cyberattacks - performing at a faster speed, greater scale, and higher accuracy than otherwise possible from a human-powered approach.

Our Singularity XDR Platform ingests, correlates, and queries petabytes of structured and unstructured data from a myriad of ever-expanding disparate external and internal sources in real-time. We build rich context and deliver greater visibility by constructing a dynamic representation of data across an organization. As a result, our AI models are highly accurate, actionable, and autonomous. Our distributed AI models run both locally on every endpoint and every cloud workload, as well as on our cloud platform. Our Static and vector-agnostic Behavioral AI models, which run on the endpoints themselves, provide our customers with protection even when their devices are not connected to the cloud. In the cloud, our Streaming AI detects anomalies that surface when multiple data feeds are correlated. By providing full visibility into the Storyline of every secured device across the organization through one console, our platform makes it very fast for analysts to easily search through petabytes of data to investigate incidents and proactively hunt threats. We have extended our control and visibility planes beyond the traditional endpoint to unmanaged IoT devices.

Our Singularity Platform can be flexibly deployed on the environments that our customers choose, including public, private, or hybrid clouds. Our feature parity across Windows, macOS, Linux, and Kubernetes offers best-of-breed protection, visibility, and control across today’s heterogeneous IT environments. Together, these capabilities make our platform the logical choice for organizations of all sizes, industry verticals, and compliance requirements. Our platform offers true multi-tenancy, which enables some of the world’s largest organizations and our managed security providers and incident response partners with an excellent management experience. Our customers realize improved cybersecurity outcomes with fewer people.

We generate substantially all of our revenue by selling subscriptions to our Singularity Platform. Our subscription tiers include Singularity Core, Singularity Control, and Singularity Complete. Additionally, customers can extend the functionality of our platform through our subscription Singularity Modules. We generally price our subscriptions and modules on a per agent basis, and each agent generally corresponds with an endpoint, server, virtual machine, or container.

Our subscription contracts typically range from one to three years. We recognize subscription revenue ratably over the term of a contract. Most of our contracts are for terms representing annual increments, therefore contracts generally come up for renewal in the same period in subsequent years. The timing of large multi-year enterprise contracts can create some variability in subscription order levels between periods, though the impact to our revenue in any particular period is limited as a result of ratable revenue recognition.

Our go-to-market strategy is focused on acquiring new customers and driving expanded usage of our platform by existing customers. Our sales organization is comprised of our enterprise sales, inside sales and customer solutions engineering teams. It leverages our global network of independent software vendors, or ISVs, alliance partners, and channel partners for prospect access. Additionally, our sales teams work closely with our customers, channel partners, and alliance partners to drive adoption of our platform, and our software solutions are fulfilled through our channel partners. Our channel partners include some of the world’s largest resellers and distributors, managed service providers, or MSPs, managed security service providers, or MSSPs, managed detection and response providers, or MDRs, original equipment manufacturers, or OEMs, and incident response firms, or IR firms. Once customers experience the benefits of our platform, they often upgrade their subscriptions to benefit from the full range of our XDR and IT and security operations capabilities. Additionally, many of our customers adopt Singularity Modules over time to extend the functionality of our platform and increase their coverage footprint. The combination of platform upgrades and extended modules drives our powerful land-and-expand motion.

Our Singularity Platform is used globally by organizations of all sizes across a broad range of industries. As of July 31, 2022, we had over 8,600 customers, increasing from over 5,400 customers as of July 31, 2021. We had 755 customers with annualized run rate, or ARR, of $100,000 or more as of July 31, 2022, up from 348 as of July 31, 2021. We define ARR as the annualized revenue run rate of our subscription and capacity contracts at the end of a reporting period, assuming contracts are renewed on their existing terms for customers that are under contracts with us. As of July 31, 2022, no single end customer accounted for more than 4% of our ARR. Our revenue outside of the United States represented 33% and 32% for the three months ended July 31, 2022 and 2021, respectively, illustrating the global nature of our solutions.

We have grown rapidly since our inception. Our revenue was $102.5 million and $45.8 million for the three months ended July 31, 2022 and 2021, respectively, representing year-over-year growth of 124%. Our revenue was $180.8 million and $83.1 million for the six months ended July 31, 2022 and 2021, respectively, representing year-over-year growth of 117%. During this period, we continued to invest in growing our business to capitalize on our market opportunity. As a result, our net loss for the three months ended July 31, 2022 and 2021 was $96.3 million and $68.2 million, respectively, and our net loss for the six months ended July 31, 2022 and 2021 was $186.1 million and $130.8 million, respectively.

On March 15, 2022, we signed a definitive merger agreement to acquire 100% of the issued and outstanding equity securities of Attivo Networks, Inc., or Attivo, an identity security and lateral movement protection company. The acquisition closed on May 3, 2022. The aggregate consideration transferred was comprised of $351.5 million in cash, 6,032,231 shares of our Class A common stock with an aggregate value of $185.9 million, and 378,828 assumed options to purchase shares of our Class A common stock. For further details, see Note 5, Acquisitions, in the notes to our condensed consolidated financial statements.

Beginning in January 2020, the COVID-19 pandemic resulted in travel restrictions, prohibitions of non-essential activities, disruption and shutdown of certain businesses worldwide, as well as greater uncertainty in global financial markets. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, operating results, cash flows, and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted. As a result of the COVID-19 pandemic, we have experienced, and may continue to experience, a modest adverse impact on certain parts of our business, including a lengthening of the sales cycle for some prospective customers and delays in the delivery of professional services and trainings to our customers.