What is the expected combined software products and services revenue growth for full-year 2022
ximately 350,000 shares valued at $20.53 per share. Turning to financial guidance for Q1 and full-year 2022. 2022 will be a significant growth year for Veritone. To support this growth and achieve our near and long-term objectives, we expect to continue making responsible investments.
These include forecasted increases in headcount by over 50%, which today includes just over 500 full-time employees. Our growth is largely dependent on these hires, the majority of which will be engineers, operational support, and sales. In addition, we have an active pipeline of strategic acquisitions to accelerate our planned organic growth and scale. In order to manage future growth and scale, we also need to invest in our infrastructure, including planned deployments of global systems, such as Oracle and Workday, in the first half of 2022.
Lastly, as Chad mentioned at the outset, where the world sees the great resignation, we see the great opportunity. We no longer have border restrictions on hiring. However, we also need to retain our current employees. And with higher inflation and wage increases globally, we will need to reinvest back into our current employees with newer retention rewards, higher annual raises, and richer benefits versus historical.
In total, we expect these one-time system and retention-related investments to be approximately $5 million of incremental costs to Veritone in 2022 versus 2021. With that backdrop and a reminder that PandoLogic has significant revenue seasonality with the lowest hiring in Q1 and accelerating quarterly throughout the year, we expect Q1 2022 revenue to be between $32.5 million and $33.5 million, representing an 80% increase year over year at the midpoint versus Q1 2021 GAAP and an increase of 39% versus Q1 2021 pro forma. Software products and services revenue is projected to increase over 80% as compared to Q1 2021 pro forma revenue, reflecting customer growth while maintaining consistent AAR and gross and net retention rates. Managed services revenue is expected to grow in the mid to high single digits.
We expect Q1 2022 non-GAAP net loss to be between $3.5 million and $4.5 million, which is relatively flat versus Q1 2021 on both a GAAP and pro forma basis. As a reminder, the majority of our operating costs are fixed and payroll-driven when comparing Q1 2022 to Q4 2021, the seasonal decline in revenue results, and a decrease of over $20 million in gross profit. Even with this, we are still forecasting our core operations to be profitable in Q1 2022 and our corporate overhead non-GAAP net loss to be relatively consistent with Q4 2021. For full-year 2022, we expect revenue to be between $180 million and $190 million, representing a year over year increase of over 60% at the midpoint on a GAAP basis and near 30% increase on a pro forma basis for 2022.
We expect our combined software products and services revenue growth to be over 100% year over year on a GAAP basis. We expect full year non-GAAP net income to be between $10 million and $20 million. At the midpoint, this represents an over 100% improvement when compared to 2021 non-GAAP net income. If you exclude the previously discussed one-time expenses associated with retention and system upgrades, non-GAAP net income would be projected to be slightly up when compared to 2021 pro forma.
It should be noted that in 2022, we expect our fully diluted share count to be between 45.2 million and 47.2 million shares, largely due to the as if converted accounting associated with our convertible debt offering and, to a lesser extent, the outstanding options, warrants, and RSUs held primarily by our employees. Before I close, we will be speaking at the following investor conferences this month: the JMP Securities Technology Conference, March 7 and 8; and the 34th Annual ROTH Conference, March 13 through the 15th. Operator, now we would like to open up the call for questions.
Questions & Answers:
Operator
Certainly. [Operator instructions] The first question comes from the line of Darren Aftahi with ROTH Capital Partners. Please go ahead.
Darren Aftah
ximately 350,000 shares valued at $20.53 per share. Turning to financial guidance for Q1 and full-year 2022. 2022 will be a significant growth year for Veritone. To support this growth and achieve our near and long-term objectives, we expect to continue making responsible investments.
These include forecasted increases in headcount by over 50%, which today includes just over 500 full-time employees. Our growth is largely dependent on these hires, the majority of which will be engineers, operational support, and sales. In addition, we have an active pipeline of strategic acquisitions to accelerate our planned organic growth and scale. In order to manage future growth and scale, we also need to invest in our infrastructure, including planned deployments of global systems, such as Oracle and Workday, in the first half of 2022.
Lastly, as Chad mentioned at the outset, where the world sees the great resignation, we see the great opportunity. We no longer have border restrictions on hiring. However, we also need to retain our current employees. And with higher inflation and wage increases globally, we will need to reinvest back into our current employees with newer retention rewards, higher annual raises, and richer benefits versus historical.
In total, we expect these one-time system and retention-related investments to be approximately $5 million of incremental costs to Veritone in 2022 versus 2021. With that backdrop and a reminder that PandoLogic has significant revenue seasonality with the lowest hiring in Q1 and accelerating quarterly throughout the year, we expect Q1 2022 revenue to be between $32.5 million and $33.5 million, representing an 80% increase year over year at the midpoint versus Q1 2021 GAAP and an increase of 39% versus Q1 2021 pro forma. Software products and services revenue is projected to increase over 80% as compared to Q1 2021 pro forma revenue, reflecting customer growth while maintaining consistent AAR and gross and net retention rates. Managed services revenue is expected to grow in the mid to high single digits.
 We expect Q1 2022 non-GAAP net loss to be between $3.5 million and $4.5 million, which is relatively flat versus Q1 2021 on both a GAAP and pro forma basis. As a reminder, the majority of our operating costs are fixed and payroll-driven when comparing Q1 2022 to Q4 2021, the seasonal decline in revenue results, and a decrease of over $20 million in gross profit. Even with this, we are still forecasting our core operations to be profitable in Q1 2022 and our corporate overhead non-GAAP net loss to be relatively consistent with Q4 2021. For full-year 2022, we expect revenue to be between $180 million and $190 million, representing a year over year increase of over 60% at the midpoint on a GAAP basis and near 30% increase on a pro forma basis for 2022.
We expect our combined software products and services revenue growth to be over 100% year over year on a GAAP basis. We expect full year non-GAAP net income to be between $10 million and $20 million. At the midpoint, this represents an over 100% improvement when compared to 2021 non-GAAP net income. If you exclude the previously discussed one-time expenses associated with retention and system upgrades, non-GAAP net income would be projected to be slightly up when compared to 2021 pro forma.
It should be noted that in 2022, we expect our fully diluted share count to be between 45.2 million and 47.2 million shares, largely due to the as if converted accounting associated with our convertible debt offering and, to a lesser extent, the outstanding options, warrants, and RSUs held primarily by our employees. Before I close, we will be speaking at the following investor conferences this month: the JMP Securities Technology Conference, March 7 and 8; and the 34th Annual ROTH Conference, March 13 through the 15th. Operator, now we would like to open up the call for questions.
Questions & Answers:
Operator
Certainly. [Operator instructions] The first question comes from the line of Darren Aftahi with ROTH Capital Partners. Please go ahead.
Darren Aftah