0001193125-22-010512 | S-1 | XBRL Viewer | Adtheorent Holding Company INC

118,145,000

124,010,000

116,410,000

Term loans, current portion

Accounts payable

8,260,000

12,542,000

10,896,000

Accrued compensation

5,484,000

10,575,000

5,937,000

Accrued expenses

5,187,000

5,999,000

4,999,000

24,331,000

26,032,000

2,425,000

Total current liabilities

43,262,000

55,148,000

24,257,000

Term Loan, net of current portion

30,158,000

SAFE notes

2,475,000

1,250,000

Deferred income taxes

2,922,000

4,520,000

6,837,000

Deferred rent

1,670,000

1,825,000

1,344,000

Deferred underwriting fee payable

11,068,750

Commitments and contingencies

50,329,000

62,743,000

62,596,000

Total members' equity attributable to AdTheorent Holding Company, LLC members

2,657,000

2,257,000

1,499,000

Retained earnings

22,997,000

16,309,000

8,982,000

68,987,000

61,899,000

53,814,000

Noncontrolling interests in consolidated subsidiaries

(1,171,000)

(632,000)

Total members' equity

67,816,000

61,267,000

53,814,000

Total liabilities and members' equity

118,145,000

124,010,000

116,410,000

Term Loans [Member]

Term loans, current portion

24,331,000

26,032,000

2,425,000

Term Loan, net of current portion

30,158,000

Customer Relationships [Member]

Current assets

Customer relationships, net

10,114,000

13,499,000

18,013,000

Class A Common Units [Member]

Common Unit, Issuance Value

26,000,000

Class B Common Units [Member]

Common Unit, Issuance Value

17,333,000

$ 17,333,000

Cash and cash equivalents

Current assets

797,602

$ 2,431,242

25,000

Prepaid expenses

454,364

881,294

Total current assets

1,251,966

3,312,536

25,000

Deferred offering costs

146,634

Other assets

178,020

Cash and marketable securities held in Trust Account

316,270,386

316,250,000

317,700,372

319,562,536

171,634

Accounts payable and accrued expenses

545,835

1,116,936

65,584

Promissory note payable - related party

100,000

Total current liabilities

545,835

1,116,936

165,584

Deferred underwriting fee payable

23,591,000

22,818,749

11,068,750

35,205,585

35,004,435

165,584

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding

Total Stockholders' Equity (Deficit)

24,209

Retained earnings

(33,776,390)

(31,692,690)

(18,950)

(33,775,599)

(31,691,899)

6,050

Total liabilities and members' equity

317,700,372

319,562,536

171,634

Mcap Acquisition Corp [Member] | Common Class A [Member]

Mcap Acquisition Corp [Member] | Class A Common Stock Subject to Redemption

Common Stock subject to possible redemption, 31,625,000 and 0 shares, at September 30, 2021 and December 31, 2020, respectively, at redemption value

316,270,386

316,250,000

Mcap Acquisition Corp [Member] | Common Class B [Member]

Summary of Significant Accounting Policies

^[1]

$ 791

^[2],[3]

[1]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021.
[2]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[3]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).

Consolidated Balance Sheets (Parenthetical) - $ / shares			2 Months Ended
	Mar. 02, 2021	Feb. 25, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 21, 2020	Dec. 31, 2019
Share dividend	0.1
Common unit, Issued			43,487,583	43,508,833		43,367,583
Common unit, Outstanding			43,487,583	43,508,833		43,367,583
Common Class B [Member]
Share dividend		0.1
Class A Common Units [Member]
Common unit, Authorized			26,000,000	26,000,000		26,000,000
Common unit, Issued			26,000,000	26,000,000		26,000,000
Common unit, Outstanding			26,000,000	26,000,000		26,000,000
Class B Common Units [Member]
Common unit, Authorized				17,333,333	17,333,333	17,333,333
Common unit, Issued			17,333,333	17,333,333		17,333,333
Common unit, Outstanding			17,333,333	17,333,333		17,333,333
Class C Common Units [Member]
Common unit, Authorized			5,850,000	5,850,000		5,850,000
Common unit, Issued			154,250	175,500		34,250
Common unit, Outstanding			154,250	175,500		34,250
Mcap Acquisition Corp [Member]
Preferred stock, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000		1,000,000	1,000,000
Preferred stock, shares outstanding	0		0	0
Share dividend		718,750
Mcap Acquisition Corp [Member] \| Common Class A [Member]
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000		200,000,000	200,000,000
Common shares, shares issued	0		0	0
Common shares, shares outstanding	0		0	0
Mcap Acquisition Corp [Member] \| Class A Common Stock Subject to Redemption
Common shares, par value, (per share)			$ 0.0001
Temporary Equity, Shares Outstanding	31,625,000		0	31,625,000
Mcap Acquisition Corp [Member] \| Common Class B [Member]
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000		20,000,000	20,000,000
Common shares, shares issued	7,906,250	7,906,250	7,906,250	7,906,250
Common shares, shares outstanding	7,906,250	7,906,250	7,906,250	7,906,250
Share dividend	0.1	0.1	0.1
Number Of Shares Subject To Forfeiture			1,031,250

Consolidated Statements of Operations - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Other Income (Loss):
Revenues			$ 110,368,000	$ 73,910,000	$ 121,015,000	$ 120,406,000
Operating expenses:
Platform operations			52,368,000	38,066,000	59,458,000	59,691,000
Sales and marketing			25,689,000	22,190,000	31,608,000	31,119,000
Technology and development			8,046,000	6,994,000	9,709,000	8,052,000
General and administrative			13,187,000	5,757,000	8,126,000	7,918,000
Total operating expenses			99,290,000	73,007,000	108,901,000	106,780,000
Income from operations			11,078,000	903,000	12,114,000	13,626,000
Interest expense, net			(1,808,000)	(2,570,000)	(3,285,000)	(4,145,000)
Other income (expense), net			20,000	640,000	646,000	(1,965,000)
Total other expense, net			(1,788,000)	(1,930,000)	(2,639,000)	(6,110,000)
Income (loss) from operations before income taxes			9,290,000	(1,027,000)	9,475,000	7,516,000
(Provision for) benefit from taxes			(3,141,000)	215,000	(2,780,000)	(2,029,000)
Net income (loss)			6,149,000	(812,000)	6,695,000	5,487,000
Less: Net loss attributable to noncontrolling interest			539,000	524,000	632,000
Net income (loss) attributable to common members			$ 6,688,000	$ (288,000)	$ 7,327,000	$ 5,487,000
Basic			$ 0.15	$ (0.01)	$ 0.17	$ 0.13
Diluted			$ 0.14	$ (0.01)	$ 0.17	$ 0.13
Basic			43,499,745	43,395,968	43,399,728	43,367,583
Diluted			47,841,702	43,395,968	43,399,728	43,367,583
Mcap Acquisition Corp [Member]
Formation costs and other operating expenses	$ 18,950	$ 504,323	$ 1,312,020
Other Income (Loss):
Warrant issuance costs			(832,378)
Interest income		4,070	20,386
Change in fair value of warrant liability		(4,100,000)	(772,251)
Weighted average shares outstanding, basic and diluted	6,875,000
Operating expenses:
Income from operations		(504,323)	(1,312,020)
Net income (loss)	$ (18,950)		(2,896,263)
Net income (loss) attributable to common members	$ (18,950)	$ (4,600,253)	$ (2,896,263)
Mcap Acquisition Corp [Member] \| Class A Common Stock Subject to Redemption
Operating expenses:
Basic		$ (0.12)	$ (0.09)
Basic		31,625,000
Diluted		31,625,000	24,674,451
Mcap Acquisition Corp [Member] \| Class B non-redeemable common stock
Operating expenses:
Basic		$ (0.12)	$ (0.09)
Diluted		7,906,250	7,906,250

Consolidated Statements of Operations (Parenthetical) - shares			2 Months Ended
	Mar. 02, 2021	Feb. 25, 2021	Dec. 31, 2020
Share dividend	0.1
Mcap Acquisition Corp
Share dividend		718,750
Common Class B [Member]
Share dividend		0.1
Common Class B [Member] \| Mcap Acquisition Corp
Number Of Shares Subject To Forfeiture			1,031,250
Share dividend	0.1	0.1	0.1

Condensed Consolidated Statements Of Changes In Stockholders' Equity - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Class A Common Units [Member] Limited Liability Company Common Units [Member]	Class B Common Units [Member] Limited Liability Company Common Units [Member]	Class C Common Units [Member] Limited Liability Company Common Units [Member]	Mcap Acquisition Corp [Member]	Mcap Acquisition Corp [Member] Additional Paid-in Capital [Member]	Mcap Acquisition Corp [Member] Retained Earnings [Member]	Mcap Acquisition Corp [Member] Common Class A [Member] Common Stock [Member]	Mcap Acquisition Corp [Member] Common Class B [Member] Common Stock [Member]
Net income (loss)	$ 5,487,000
Balance at the beginning (in shares) at Dec. 31, 2018					26,000,000	17,333,333	34,250
Balance at the beginning at Dec. 31, 2018	47,548,000	$ 720,000	$ 3,495,000	$ 0	$ 26,000,000	$ 17,333,000	$ 0
Equity-based compensation	776,000	776,000	0
Exercises of options	3,000	3,000	0
Net income (loss)	5,487,000		5,487,000
Balance at the end (in shares) at Dec. 31, 2019					26,000,000	17,333,333	34,250
Balance at the end at Dec. 31, 2019	53,814,000	1,499,000	8,982,000	0	$ 26,000,000	$ 17,333,000	$ 0
Net income (loss)	(288,000)
Equity-based compensation	547,000	547,000	0	0	0	0
Exercises of options	33,000	33,000	0	0	$ 0	$ 0	$ 0
Exercises of options (Shares)					0	0	42,500
Net income (loss)	(812,000)	0	(288,000)	(524,000)	$ 0	$ 0	$ 0
Balance at the end (in shares) at Sep. 30, 2020					26,000,000	17,333,333	76,750
Balance at the end at Sep. 30, 2020	53,582,000	2,079,000	8,694,000	(524,000)	$ 26,000,000	$ 17,333,000	$ 0
Net income (loss)	7,327,000
Balance at the end at Dec. 31, 2020								$ 6,050	$ 24,209	$ (18,950)	$ 0	$ 791
Balance at the end (in shares) at Dec. 31, 2020											0	7,906,250
Balance at the beginning (in shares) at Dec. 31, 2019					26,000,000	17,333,333	34,250
Balance at the beginning at Dec. 31, 2019	53,814,000	1,499,000	8,982,000	0	$ 26,000,000	$ 17,333,000	$ 0
Equity-based compensation	657,000	657,000	0
Exercises of options	101,000	101,000	0
Exercises of options (Shares)							120,000
Net income (loss)	6,695,000		7,327,000	(632,000)
Balance at the end (in shares) at Dec. 31, 2020					26,000,000	17,333,333	154,250
Balance at the end at Dec. 31, 2020	61,267,000	2,257,000	16,309,000	(632,000)	$ 26,000,000	$ 17,333,000
Balance at the beginning at Nov. 11, 2020								0	0	0		$ 0
Balance at the beginning (in shares) at Nov. 11, 2020												0
Net income (loss)								(18,950)	0	(18,950)		$ 0
Issuance of Class B common stock to sponsor (Shares)												7,906,250
Issuance of Class B common stock to sponsor								25,000	24,209			$ 791
Balance at the end at Dec. 31, 2020								6,050	24,209	(18,950)	$ 0	$ 791
Balance at the end (in shares) at Dec. 31, 2020											0	7,906,250
Net income (loss)								(18,950)
Balance at the end (in shares) at Dec. 31, 2020					26,000,000	17,333,333	154,250
Balance at the end at Dec. 31, 2020	61,267,000	2,257,000	16,309,000	(632,000)	$ 26,000,000	$ 17,333,000
Sale of 31,625,000 Units, net of underwriter discount and offering costs								285,385,001	285,381,838	0	$ 3,163
Sale of Units, net of underwriting discounts (in shares)											31,625,000
Common stock subject to possible redemption								(316,266,317)	(285,406,047)	(30,857,107)	$ (3,163)
Common stock subject to possible redemption (in shares)											(31,625,000)
Net income (loss)								1,703,990		1,703,990
Balance at the end at Jun. 30, 2021								(29,171,276)	0	(29,172,067)	$ 0	$ 791
Balance at the end (in shares) at Jun. 30, 2021											0	7,906,250
Balance at the beginning at Dec. 31, 2020								6,050	24,209	(18,950)	$ 0	$ 791
Balance at the beginning (in shares) at Dec. 31, 2020											0	7,906,250
Net income (loss)	6,688,000							(2,896,263)
Balance at the end at Sep. 30, 2021								(33,775,599)	0	(33,776,390)	$ 0	$ 791
Balance at the end (in shares) at Sep. 30, 2021											0	7,906,250
Balance at the beginning (in shares) at Dec. 31, 2020					26,000,000	17,333,333	154,250
Balance at the beginning at Dec. 31, 2020	61,267,000	2,257,000	16,309,000	(632,000)	$ 26,000,000	$ 17,333,000
Equity-based compensation	382,000	382,000
Exercises of options	18,000	18,000
Exercises of options (Shares)							21,250
Net income (loss)	6,149,000		6,688,000	(539,000)				(2,896,263)
Balance at the end (in shares) at Sep. 30, 2021					26,000,000	17,333,333	175,500
Balance at the end at Sep. 30, 2021	67,816,000	2,657,000	22,997,000	(1,171,000)	$ 26,000,000	$ 17,333,000	$ 0
Balance at the beginning at Jun. 30, 2021								(29,171,276)	0	(29,172,067)	$ 0	$ 791
Balance at the beginning (in shares) at Jun. 30, 2021											0	7,906,250
Common stock subject to possible redemption								(4,070)		(4,070)
Net income (loss)								(4,600,253)		(4,600,253)
Balance at the end at Sep. 30, 2021								$ (33,775,599)	$ 0	$ (33,776,390)	$ 0	$ 791
Balance at the end (in shares) at Sep. 30, 2021											0	7,906,250
Balance at the end (in shares) at Sep. 30, 2021					26,000,000	17,333,333	175,500
Balance at the end at Sep. 30, 2021	$ 67,816,000	$ 2,657,000	$ 22,997,000	$ (1,171,000)	$ 26,000,000	$ 17,333,000	$ 0

Condensed Consolidated Statements Of Changes In Stockholders' Equity (Parenthetical) - shares		6 Months Ended
	Feb. 25, 2021	Jun. 30, 2021
Mcap Acquisition Corp [Member]
Share dividend	718,750
Class B Common Stock Not Subject to Redemption [Member]
Sale of Units, net of underwriting discounts (in shares)	1,031,250
Common Class B [Member]
Share dividend	0.1
Common Class B [Member] \| Mcap Acquisition Corp [Member]
Share dividend	0.1
Class A Common Stock Not Subject to Redemption \| Mcap Acquisition Corp [Member]
Sale of Units, net of underwriting discounts (in shares)		31,625,000

Condensed Consolidated Statement of Cash Flows - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss			$ 6,149,000	$ (812,000)	$ 6,695,000	$ 5,487,000
Adjustments to reconcile net loss to net cash used in operating activities:
Provision For Doubtful Accounts			8,000	47,000	159,000	155,000
Amortization expense			6,247,000	5,934,000	7,988,000	9,237,000
Depreciation			107,000	112,000	146,000	128,000
Amortization of debt issuance costs			118,000	151,000	220,000	264,000
Deferred Income Tax Expense (Benefit)			(1,598,000)	(1,739,000)	(2,317,000)	(1,712,000)
Equity-based compensation			382,000	547,000	657,000	776,000
Increase (Decrease) in Operating Capital [Abstract]
Accounts receivable			8,121,000	13,006,000	(4,410,000)	(5,673,000)
Income taxes recoverable			86,000	(868,000)	377,000	(509,000)
Prepaid expenses and other assets			(986,000)	231,000	89,000	269,000
Accounts payable			(4,291,000)	(2,393,000)	1,643,000	656,000
Accrued expenses and other liabilities			(6,058,000)	(1,123,000)	6,119,000	2,743,000
Net cash used in operating activities			8,285,000	13,093,000	17,366,000	11,821,000
Net Cash Provided by (Used in) Investing Activities [Abstract]
Capitalized software development costs			(1,588,000)	(1,823,000)	(2,154,000)	(1,587,000)
Purchase of property and equipment			(143,000)	(105,000)	(116,000)	(171,000)
Net cash used in investing activities			(1,731,000)	(1,928,000)	(2,270,000)	(1,758,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Cash received for exercised options			18,000	33,000	101,000	3,000
Proceeds from SAFE notes			1,225,000	1,150,000	1,250,000	0
Net cash provided by financing activities			(576,000)	(1,867,000)	(5,420,000)	(6,730,000)
Net increase in cash and cash equivalents			5,978,000	9,298,000	9,676,000	3,333,000
Cash at the beginning of the period			16,767,000	7,091,000	7,091,000	3,758,000
Cash at the end of the period	$ 16,767,000	$ 22,745,000	22,745,000	16,389,000	16,767,000	7,091,000
Non-Cash investing and financing activities:
Capitalized software and property and equipment, net included in accounts payable			9,000	62,000	3,000	12,000
Cash and Cash Equivalents, at Carrying Value	16,717,000	22,640,000	22,640,000	16,277,000	16,717,000	6,818,000
Restricted Cash, Current	50,000	105,000	105,000	112,000	50,000	273,000
Supplemental Cash Flow Information [Abstract]
Cash paid during the year for interest			1,732,000	2,478,000	3,131,000	3,951,000
Cash paid during the year for income taxes			7,614,000	1,182,000	1,416,000	4,124,000
Term Loans [Member]
Net Cash Provided by (Used in) Financing Activities [Abstract]
Payment of term loan			(1,819,000)	$ (3,050,000)	(6,771,000)	$ (6,733,000)
Mcap Acquisition Corp [Member]
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	(18,950)		(2,896,263)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned in Trust Account		(4,070)	(20,386)
Change in fair value of warrant liability		4,100,000	772,251
Transaction costs allocable to warrant liability			832,378
Increase (Decrease) in Operating Capital [Abstract]
Prepaid expenses			(632,384)
Accounts payable and accrued expenses	15,450		530,385
Net cash used in operating activities	(3,500)		(1,414,019)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Investment of cash in Trust Account			(316,250,000)
Net cash used in investing activities			(316,250,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from sale of Units, net of underwriting discounts paid	25,000		309,925,000
Proceeds from promissory note - related party	100,000		150,000
Proceeds from sale of Private Placement Warrants			8,975,000
Repayment of promissory note - related party			(250,000)
Payments of deferred offering costs	(96,500)		(363,379)
Net cash provided by financing activities	28,500		318,436,621
Net increase in cash and cash equivalents	25,000		772,602
Cash at the beginning of the period	0		25,000
Cash at the end of the period	25,000	797,602	797,602		25,000
Non-Cash investing and financing activities:
Initial classification of Class A common stock shares subject to possible redemption			302,376,840
Change in value of class A common stock shares subject to possible redemption			4,070
Deferred underwriting fee payable			11,068,750
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities			22,818,749
Deferred Offering Costs Included In Accounts Payable	50,134
Cash and Cash Equivalents, at Carrying Value	$ 25,000	$ 797,602	$ 797,602		$ 25,000

Description of Organization and Business Operations		2 Months Ended	9 Months Ended
Description of Organization and Business Operations	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Description of Organization and Business Operations			1. NATURE OF BUSINESS AdTheorent Holding Company LLC (“Holding Co.”) is a Delaware limited liability company and is headquartered in New York City. Holding Co. is the parent of AdTheorent Intermediate Holding Corporation (“Intermediate”), a Delaware corporation. Intermediate is the parent of AdTheorent Acquisition Corporation (“Acquisition”), also a Delaware corporation. Acquisition is the parent company of AdTheorent, Inc. (“AdTheorent”). AdTheorent is the parent of AdTheorent Canada, Inc., a Nova Scotia corporation. These entities collectively are referred to herein as “the Company”, “us” or “our”. AdTheorent generates revenue by using its proprietary machine learning-powered technology platform to execute targeted digital advertising campaigns on behalf of brand and agency customers. The Company provides advanced predictive targeting solutions across different customer industry verticals and consumer screens (desktop, mobile, Connected TV (“CTV”)), offering customized targeting, measurement and analytical services to address unique advertiser challenges. The Company operates in various cities across the United States and Canada, where its customers are primarily located. Intermediate and Acquisition are pass-thru entities, with principal operations taking place in AdTheorent. On July 27, 2021, MCAP Acquisition Corporation, a Delaware corporation (“MCAP”), GRNT Merger Sub 1 LLC, a Delaware limited liability company (“Merger Sub 1”), GRNT Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), GRNT Merger Sub 3 LLC, a Delaware limited liability company (“Merger Sub 3”), GRNT Merger Sub 4 LLC, a Delaware limited liability company (“Merger Sub 4” and together with Merger Sub 1, Merger Sub 2 and Merger Sub 3, the “Merger Sub Entities”), H.I.G. Growth—AdTheorent Intermediate, LLC, a Delaware limited liability company (the “Blocker”), H.I.G. Growth—AdTheorent, LLC, a Delaware limited liability company (the “Blocker Member”), and the Company, entered into a business combination agreement (the “BCA” or the “Business Combination Agreement”) pursuant to which, among other things, (i) Merger Sub 1 will merge with and into the Blocker, with the Blocker surviving such merger as a wholly owned subsidiary of MCAP, (ii) immediately thereafter and pursuant to an integrated plan, the Blocker will merge with and into Merger Sub 2, with Merger Sub 2 surviving such merger as a wholly owned subsidiary of MCAP, (iii) immediately thereafter, Merger Sub 3 will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of MCAP and (iv) immediately thereafter and pursuant to an integrated plan, the Company will merge with and into Merger Sub 4, with Merger Sub 4 surviving such merger as a wholly owned subsidiary of MCAP. The transaction is structured as four mergers, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination.” Impact of COVID-19 During the first quarter ended March 31, 2020, concerns related to the spread of novel coronavirus (“COVID-19”) began to create global business disruptions. COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. Governments at the national, state and local level in the United States (“U.S.”), and globally, have implemented aggressive actions to reduce the spread of the virus, with such actions including lockdown and shelter in place orders, limitations on non-essential gatherings of people, suspension of all non-essential travel, and ordering certain businesses and governmental agencies to cease non-essential operations at physical locations. The spread of COVID-19 has caused significant volatility in the U.S. and international markets. While COVID-19 has not had a significant impact on the Company’s results from operations to date, the Company has developed and implemented a range of measures to address the risks, uncertainties and operational challenges associated with operating in a COVID-19 environment. The Company has taken and will continue to take proactive measures to provide for the well-being of its workforce while continuing to safely and effectively run operations. The Company has implemented alternative working practices, including enhanced cleaning protocols and safety measures throughout all Company offices, and a work from home option for all employees. The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) in the U.S. includes measures that assist companies in responding to the COVID-19 pandemic. These measures consist primarily of cash assistance to support employment levels and deferment of remittance of certain non-income tax expense payments. The Company did not seek relief under the Payroll Protection Program (PPP) under the CARES Act because it determined that it had adequate access to capital from private sources. Additionally, the CARES Act provides for refundable employee retention tax credits and the deferral of the employer-paid portion of social security taxes. The Company has elected to defer the employer-paid portion of social security payroll taxes. The Company deferred a total of $930 of the employer portion of social security tax, which is included in Accrued compensation as of December 31, 2020. The deferred employment tax must be paid over two years; however, the Company expects to repay the deferred tax within the 2021 fiscal year and the Company has therefore classified it as a current liability. The Company repaid the deferred employment taxes in the nine months ended September 30, 2021, and there was a total of $0 of the employer portion of social security tax accrued as of September 30, 2021 (unaudited). The Company will continue to assess the impact that various provisions in the CARES Act will have on the business. The Company has assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context with the unknown future impacts of COVID-19 using information that is reasonably available to us at this time. While the Company’s current assessment of the estimates did not have a material impact on its Consolidated Financial Statements as of and for the year ended December 31, 2020 and for the nine month period ended September 30, 2021 (unaudited), as additional information becomes available to the Company, its future assessment of its estimates, including its expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact the Company’s Consolidated Financial Statements in future reporting periods. Liquidity The Company had cash and cash equivalents of $22,640 and working capital, calculated as current assets less current liabilities, of $20,453 as of September 30, 2021 (unaudited). The Company’s working capital includes term loans, net of deferred financing costs, amounting to $24,331, which are due in December of 2021. As of September 30, 2021 (unaudited), the Company had approximately $6,500 available for borrowing under its bank revolver. The Company believes it has sufficient sources of liquidity, including cash generated from operations and available capacity on the revolving credit facility, to support its operating needs, capital requirements, and debt service requirements for the next twelve months.
Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Description of Organization and Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS MCAP Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period November 12, 2020 (inception) through March 2, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described in Note 3. The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated the Initial Public Offering of 31,625,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $316,250,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,983,333 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to MCAP Acquisition, LLC (the “Sponsor”), generating gross proceeds of $8,975,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 2, 2021, an amount of $316,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. Transaction costs amounted to $17,853,629 consisting of $6,325,000 of underwriting fees, $11,068,750 of deferred underwriting fees (see Note 6) and $459,879 of other costs. In addition, $2,431,242 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until March 2, 2023 to consummate a Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24-month time period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Going Concern and Management’s Plans The accompanying financial statement has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s management believes that its operations may not be sufficient to fund operating cash needs for at least 12 months from the issuance of this financial statement. The Company has no significant assets and has no revenue generating operations. There can be no assurance that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the issuance of this financial statement. The accompanying financial statement does not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS MCAP Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not yet commenced any operations. All activity for the period November 12, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering (the “Proposed Offering”). The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 27,500,000 units at $10.00 per unit (or 31,625,000 units if the underwriter’s over-allotment option is exercised in full) (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) which is discussed in Note 3 and the sale of 5,433,333 warrants (or 5,983,333 warrants if the underwriter’s over-allotment option is exercised in full) (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant that will close in a private placement to MCAP Acquisition, LLC (the “Sponsor”) simultaneously with the closing of the Proposed Offering (see Note 4). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At December 31, 2020, the Company had $25,000 in cash and working capital deficit of $140,584. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Proposed Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	Note 1—Description of Organization and Business Operations MCAP Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The accompanying condensed consolidated financial statements includes the Company and its wholly owned subsidiaries GRNT Merger Sub 1 LLC, GRNT Merger Sub 2 LLC, GRNT Merger Sub 3 LLC, and GRNT Merger Sub 4 LLC. As of September 30, 2021, the Company had not yet commenced any operations. All activity for the period November 12, 2020 (inception) through September 30, 2021 relates to the Company’s formation, initial public offering (the “Initial Public Offering”) and search to effectuate a Business Combination. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated the Initial Public Offering of 31,625,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $316,250,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,983,333 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to MCAP Acquisition, LLC (the “Sponsor”), generating gross proceeds of $8,975,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 2, 2021, an amount of $316,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. Transaction costs of the Initial Public Offering amounted to $17,853,629 consisting of $6,325,000 of underwriting fees, $11,068,750 of deferred underwriting fees (see Note 6) and $459,879 of other costs. Following the closing of the Initial Public Offering $2,431,242 of cash was held outside of the Trust Account available for working capital purposes. As of September 30, 2021, we have available to us $797,602 of cash on our balance sheet and a working capital surplus of $706,131. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The Company will have until March 2, 2023 to consummate a Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24-month time period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management’s Plans The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2021, we had incurred accumulated losses of approximately $2,915,213 for the period from November 12, 2020 (date of inception) through September 30, 2021. The Company’s management believes that its operations may not be sufficient to fund operating cash needs for at least 12 months from the issuance of these financial statements. The Company has no significant assets and has no revenue generating operations. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operations of the Company, its subsidiaries. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to: income taxes, the valuation and recoverability of goodwill and intangible assets, assigned lives used for depreciation and amortization for long-lived assets and capitalized software, the allowance for doubtful accounts, and assumptions used in determining the fair value of equity-based compensation. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. These estimates are based on the information available as of the date of the Consolidated Financial Statements.

Unaudited Interim Consolidated Financial Statements

The accompanying interim Consolidated Balance Sheet as of September 30, 2021, the interim Consolidated Statements of Operations, the Consolidated Statement of Members’ Equity and Consolidated Statements of Cash Flow for the nine months ended September 30, 2021 and 2020 and the related footnote disclosures are unaudited. The unaudited interim Consolidated Financial Statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2021 and its results of operations and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period.

Segments

The Company operates in one segment in accordance with ASC Topic 280,

Segment Reporting

(“ASC 280”). Operating segments are components of public entities that engage in business activities from which they may earn revenue and incur expenses, and separate financial information is available and evaluated regularly by our Chief Operating Decision Maker (“CODM”) in deciding how to assess performance and allocate resources. (Refer to Note 15—

Segment and Geographic Information

Fair Value of Financial Instruments

The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company applies the three-tier GAAP value hierarchy which prioritizes the inputs used in measuring fair value as follows:


Level 1—		Observable inputs such as quoted prices in active markets.

Level 2—		Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices identical or similar assets and liabilities in markets that are not active.

Level 3—		Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure.

The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable, accrued expenses, and accrued compensation approximate fair value due to the short-term nature of these instruments. Certain assets of the Company are recorded at their fair value, using the fair value hierarchy, and other assets and liabilities, including goodwill and intangible assets, are subject to measurement at fair value on a

non-recurring

basis if they are deemed to be impaired as a result of an impairment review (Refer to Note 6—

Property and Equipment,

and Note 7—

Intangible Assets

The Company’s SAFE notes are measured at fair value, with the fair value measurements using significant unobservable inputs (Level 3) (Refer to Note 11—

SAFE Notes

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash represents collateral amounts set aside per debt agreements. Upon satisfying the terms of the agreements, the funds are expected to be released and available for use by the Company. As of December 31, 2020, and 2019, the Company had $50 and $273 of restricted cash, respectively. As of September 30, 2021 (unaudited), the Company had $105 of restricted cash.

Accounts Receivable, Net of Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current client information, subsequent collection history and other relevant data. The Company individually reviews all balances that exceed 90 days from the invoice date and assesses for provisions for doubtful accounts based on an assessment of the balance that will not be collected. Factors considered include the aging of the receivable, historical write off experience, the creditworthiness of each agency customer, and general economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is remote.

Prepaid Expenses

Prepaid expenses and other current assets on the Consolidated Balance Sheets consistent primarily of prepaid professional fees, software, marketing and insurance. Any expenses paid prior to the related services being rendered are recorded as prepaid expenses and amortized over the period of service. As of December 31, 2020, and 2019, the Company had $991 and $1,097 in prepaid expenses, respectively. As of September 30, 2021 (unaudited), the Company had $1,307 in prepaid expenses.

Property and Equipment, Net

Property and equipment are recorded at historical cost, less accumulated depreciation. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, which bests reflects the pattern of use. The Company tests for impairment whenever events or changes in circumstances that could impact recoverability occur. The estimated useful lives of the Company’s property and equipment are as follows:


Description	Estimated Life (Years)
Computer equipment		5
Leasehold improvements		5	*

*	Leasehold improvements are depreciated over the lesser of the useful life of the improvement or lease term.

Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations.

Intangibles Assets

Intangible assets primarily consist of acquired software,

non-compete

agreements, customer relationships and trademarks/tradenames resulting from business combinations. Intangible assets acquired are recorded at acquisition-date fair value, less accumulated amortization.

The Company’s intangible assets are being amortized over their estimated useful lives as follows:


Description		Estimated Life (Years)
Software		2 – 6
Non-compete agreements		5
Customer relationships		6 – 7
Trademarks/tradenames		9 – 15

Software Development Costs

Development costs associated with certain solutions offered exclusively through software as a service model are accounted for in accordance with ASC Topic

350-40,

Internal-Use

Software (“ASC

350-40”).

Under ASC

350-40

qualifying software costs developed for internal use are capitalized when application development begins, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs include (1) payroll and payroll- related costs for employees who are directly associated with, and devote time to, a qualifying project and (2) certain external direct costs for third- parties who are directly associated with, and devote time to, a qualifying project. Costs incurred during the preliminary project stage of development as well as maintenance costs are expensed as incurred. The Company capitalizes direct costs related to application development activities that are probable to result in additional functionality. Capitalized costs are amortized on a straight-line basis over 2 years, which best represents the pattern of the software’s useful life. The Company tests for impairment whenever events or changes in circumstances that could impact recoverability occur. There were no impairments recorded for the years ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 and 2020 (unaudited).

Impairment of Long-Lived Assets

The Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. Such events or changes in circumstances may include: a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized, measured as the amount by which the carrying amount exceeds estimated fair value. An impairment loss is charged to operations in the period in which management determines such impairment. There were no impairments recorded for the years ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 and 2020 (unaudited).

Goodwill

Goodwill represents the fair value of acquired businesses in excess of the fair value of the individually identified net assets acquired. Goodwill is not amortized but is tested for impairment annually or whenever indications of impairment exist. Impairment exists when the carrying amount, including goodwill, of the reporting unit exceeds its fair value, resulting in an impairment charge for this excess (not to exceed the carrying amount of the goodwill). The Company’s annual impairment testing date is performed on December 31 in the fourth quarter of each fiscal year. The Company can elect to qualitatively assess goodwill for impairment if it is more likely than not that the fair value of a reporting unit exceeds its carrying value.

For purposes of the goodwill impairment test, the Company has determined the business operates in one reporting unit.

A qualitative assessment considers macroeconomic and other industry-specific factors, such as trends in short-term and long-term interest rates and the ability to access capital, and company specific factors such as trends in revenue generating activities, and merger or acquisition activity. If the Company elects to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value of the reporting unit exceeds its carrying value, management estimates the fair value of the reporting unit and compares it to the carrying value. The estimated fair value of the reporting unit is established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and cash flows of the reporting unit, and a market approach which compares the reporting unit to comparable companies in our industry.

The impairment is recorded within operating expenses in the Consolidated Statements of Operations in the period the determination is made. There were no impairments recorded for the years ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 and 2020 (unaudited). (Refer to Note 8—

Goodwill)

Revenue

The Company generates revenue by using its proprietary machine learning-powered technology platform to execute targeted digital advertising campaigns, offering advanced predictive targeting solutions across different customer industry verticals and consumer screens (desktop, mobile, CTV), including customized targeting, measurement and analytical services to address unique advertiser challenges. The Company’s customers consist of clients working directly with the Company and advertising agencies working on behalf of its customers. The Company accounts for revenue in accordance with ASU

2014-09

(Topic 606),

Revenue from Contracts with Customers

(“ASC 606”). (Refer to Note 3—

Revenue Recognition).

Expenses

The Company classifies its Operating expenses into the following four categories. Each expense category includes overhead, including depreciation, amortization, rent and related occupancy costs, which is allocated based on headcount.

Platform Operations

Platform operations consists of the cost of revenue including advertising inventory, third party inventory validation and measurement, adserving, adverification,research and data (collectively referred to as ‘traffic acquisition costs’ or TAC), amortization expense related to capitalized software, depreciation expense, allocated costs of the Company’s personnel which set up and monitor campaign performance and platform hosting, license, and maintenance costs. Allocated overhead costs were $1,201 and $1,183 for the years ended December 31, 2020 and 2019, respectively, and $961 and $913 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively.

Sales and Marketing

Sales and marketing expenses consist of compensation and commission costs of the sales and related support teams, as well as travel, trade show, and other marketing related costs. Advertising costs are charged to operations when incurred. Total advertising costs amounted to $149 and $200 for the years ended December 31, 2020 and 2019, respectively. Total advertising costs were $236 and $111 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively. Allocated overhead costs were $2,257 and $2,252 for the years ended December 31, 2020 and 2019, respectively and $1,639 and $1,718 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively.

Technology and Development

Technology and development costs include costs to maintain and develop the Company’s technology platform. Costs incurred for research and product development are expensed as incurred and include salaries, taxes and benefits, contracting, and travel expenses related to research and development. Allocated overhead costs were $801 and $887 for the years ended December 31, 2020 and 2019, respectively and $572 and $634 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively.

General and Administrative Expense

General and administrative expenses include compensation for executive and administrative personnel, professional service fees, insurance, supplies, and other fixed costs. Allocated overhead costs were $298 and $342 for the years ended December 31, 2020 and 2019, respectively and $217 and $230 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively.

Rent Expense

Rent expense is recognized on a straight-line basis over the term of the lease, with the difference between the cash rent expense and straight-line expense recorded as deferred rent. (Refer to Note 16—Commitments and Contingencies, for discussion of the Company’s commitments under operating leases.)

Equity-based Compensation

Compensation expense related to employee equity-based awards is measured and recognized in the Consolidated Financial Statements based on the fair value of the awards granted. The Company granted awards to employee that vest based solely on continued service, or service conditions, and awards that vest based on the achievement of performance targets, or performance conditions. The fair value of each option award containing service and/or performance conditions is estimated on the grant date using the Black-Scholes option-pricing model. For service condition awards, equity-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards. For performance condition and market condition awards, equity-based compensation expense is recognized using a graded vesting model over the requisite service period of the awards. Forfeitures are recorded as they occur. (Refer to Note 13—

Equity Based Compensation Expense

)

Debt Issuance Cost

Deferred issuance costs relate to the Company’s debt instruments, the short-term and long-term portions are reflected as a deduction from the carrying amount of the related debt. The debt issuance costs are amortized using the straight-line method over the term of the related debt instrument which approximates the effective interest method. Debt issuance costs incurred with

line-of-credit

arrangements are recorded as contra debt on our consolidated balance sheets and amortized over the term of the arrangement. Debt may be considered extinguished when it has been modified and the terms of the new debt instruments and old debt instruments are “substantially different” (as defined in the debt modification guidance in ASC Topic

470-50,

Debt—Modifications and Extinguishments (“ASC

470-50”)).

Income Taxes

Income tax expense includes federal, state, and foreign taxes and is based on reported income before income taxes. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized.

The Company regularly reviews its deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies.

The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from uncertain tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. Interest related to uncertain tax positions is recognized as part of the

provision for income taxes and is accrued beginning in the period that such interest would be applicable under relevant tax law until such time that the related tax benefits are recognized. The Company is required to file tax returns in the U.S. federal jurisdiction, various states, and in Canada. The Company’s policy is to recognize interest and penalties related to uncertain tax benefits (if any) in the tax provision.

Contingencies

A liability is contingent if the amount is not presently known but may become known in the future as a result of the occurrence of some uncertain future event. The Company accrues a liability for an estimated loss if it is determined that the potential loss is probable of occurring and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. The Company expenses legal costs, including those legal costs incurred in connection with a loss contingency, as incurred.

Deferred Transaction Costs and Transaction Costs Payable

As part of the contemplated reverse recapitalization transaction with MCAP Acquisition Corporation (“MCAP”), the Company has accrued direct and incremental transaction costs related to the merger which will be deducted from the combined entity’s additional

paid-in

capital at the closing of the transaction when the proceeds are received.

As of September 30, 2021 (unaudited), the Company had recorded $731 of transaction costs payable to advisers, which is included in Accrued expenses.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2016-18,

Statement of Cash Flows

(Topic 230), which requires that entities explain in a statement of cash flows the change in total cash, including cash considered restricted cash. Furthermore, if an entity presents cash, cash equivalents and items considered to be restricted cash in multiple line items in the balance sheets, the entity is required to reconcile the specific cash items in the balance sheets to the total cash presented in the Statements of Cash Flows. Finally, entities are required to disclose information regarding the nature of restrictions on cash, cash equivalents and items included in restricted cash. ASU

2016-18

is effective for entities or emerging growth companies following private company adoption dates or fiscal years beginning after December 15, 2019 with retrospective application to all periods presented. The company adopted ASU

2016-18

as of January 1, 2019.

In May 2014, the FASB issued ASC 606. ASC 606 provides a single model for entities to use in accounting for revenue arising from contracts with customers and supersedes historical revenue recognition guidance. ASC 606 also requires expanded qualitative and quantitative disclosures about the nature, timing, and uncertainty of revenue and cash flows rising from contracts with customers. The Company adopted ASC 606 on January 1, 2019, using the modified retrospective method applied to those contracts which were not completed as of January 1, 2019. There were no changes to the timing nor amount of revenue recognized resulting from the adoption of ASC 606 and as a result no cumulative effect adjustment was recorded. The adoption of ASC 606 had no transition impact on cash provided by or used in operating, financing, or investing activities reported in the Consolidated Statements of Cash Flows.

In January 2017, the FASB issued ASU

No. 2017-04,

Intangibles

—

Goodwill and Other

(Topic 350)

: Simplifying the Test for Goodwill Impairment

(“ASU

2017-04”).

Under ASU

2017-04

goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This ASU is applied on a prospective basis and is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2022, and interim periods with fiscal years beginning after December 15, 2022, with early adoption, including adoption in any interim period, permitted. The Company early adopted this standard on January 1, 2019 and the adoption did not have a material effect on the Consolidated Financial Statements.

ASU

2018-13,

Fair Value Measurements—Disclosure Framework (Topic 820), modifies required disclosures for fair value measurements by removing certain disclosure requirements such as transfers between Level 1 and Level 2 amounts in the fair value hierarchy and the policy for timing of transfers between levels and modifying other disclosure requirements, such as requiring disclosure of transfers into and out of the Level 3 fair value hierarchy for

non-public

companies. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The adoption did not have a material effect on the Consolidated Financial Statements.

In August 2020, the FASB issued ASU

2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entities Own Equity (Subtopic

815-40).”

This ASU simplifies accounting for convertible instruments by eliminating two of the three models in

ASC 470-20

that require separating embedded conversion features from convertible instruments. The guidance is effective for fiscal years beginning after December 15, 2021. The Company early adopted this standard effective January 1, 2021 and the adoption did not have a material effect on the Consolidated Financial Statements.

Accounting Pronouncements Issued Not Yet Adopted

In February 2016, the FASB issued ASU

2016-02,

Leases

(Topic 842) (“ASU

2016-02”),

which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a

right-of-use

asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASU

2016-02

supersedes the previous leases standard, ASC 840, Leases. ASU

2016-02,

as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2022. The Company is currently evaluating the new guidance to determine the impact it will have on the Consolidated Financial Statements.

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments

—

Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”),

which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting

date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. ASU

2016-13,

as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on the Consolidated Financial Statements.

In December 2019, the FASB issued ASU

2019-12,

Income Taxes

(Topic 740) (“ASU

2019-12”),

which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU

2019-12

simplifies accounting guidance for intra-period allocations, deferred tax

liabilities, year-to-date

losses in interim periods, franchise taxes,

step-up

in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU

2019-12

is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on our Consolidated Financial Statements.

In March 2020, the FASB issued ASU

2020-04,

Reference Rate Reform (Topic 848) (“ASU

2020-04”),

subsequently clarified in January 2021 by ASU

2021-01,

Reference Rate Reform (Topic 848) (“ASU

2021-01”).

The main provisions of this update provide optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The guidance in

ASU 2020-04

and ASU

2021-01

was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company is currently evaluating the new guidance to determine the impact ASU

2020-04

and ASU

2021-01

will have on the Consolidated Financial Statements.

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying balance sheet has been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $2,431,242 in cash and no cash equivalents as of March 2, 2021.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 2, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 2, 2021, shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $17,853,629 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Cash Held in Trust Account

At March 2, 2021, the assets held in the Trust Account were held in cash.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

non-emerging

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

Income Taxes

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The provision for income taxes was deemed to be immaterial for the period from November 12, 2020 (inception) through December 31, 2020.

Net Loss Per Common Share

Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding common shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,031,250 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Notes 7 and 8). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Subsequent Events

Management of the Company evaluates events that have occurred after the balance sheet date of December 31, 2020 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or

non-recognized

subsequent events that would have required adjustment or disclosure in the financial statements, except as follows.

On February 25, 2021, the Company’s Board of Directors approved a stock dividend of 718,750 shares of Class B common stock (the “Stock Dividend”). The par values of the common and preferred stock were not adjusted as a result of the Stock Dividend. All references to common stock, warrants to purchase common stock, share data, per share data, and related information contained in the financial statements have been retroactively adjusted to reflect this Stock Dividend for all periods presented.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission.

In preparation of the Company’s unaudited condensed consolidated financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it will restate its financial statements to

classify all Class A common shares as Class A common stock subject to possible redemption in temporary equity as of September 30, 2021 (see Note 11).

Emerging Growth Company

non-emerging

Use of Estimates

The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $797,602 in cash and no cash equivalents as of September 30, 2021.

Income Taxes

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The provision for income taxes was deemed to be immaterial for the three and nine months ended September 30, 2021.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 31,625,000 shares of Class A Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Cash Held in Trust Account

At September 30, 2021, the assets held in the Trust Account were invested in a money market fund.

Concentration of Credit Risk

Net Loss Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net income by the weighted average number of shares of

common stock outstanding during the period. The Company has two classes of shares, Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per share for the period presented.

The Company’s condensed statement of operations applies the

two-class

method in calculating net income per share. Basic and diluted net loss per share for Class A common stock and Class B common stock is calculated by dividing net loss attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
Class A common stock
Net loss allocable to Class A common stock	$	(3,680,202	)	$	(2,193,437	)
Basic and diluted weighted average shares outstanding		31,625,000			24,674,451

Basic and diluted net loss per share	$	(0.12	)	$	(0.09	)

Non-Redeemable Class B common stock
Net loss allocable to Class B common stock	$	(920,051	)	$	(702,826	)
Basic and diluted weighted average shares outstanding		7,906,250			7,906,250

Basic and diluted net loss per share	$	(0.12	)	$	(0.09	)

Fair Value of Financial Instruments

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering		2 Months Ended	9 Months Ended
Initial Public Offering	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021
Mcap Acquisition Corp [Member]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 31,625,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share.	NOTE 3. PROPOSED OFFERING Pursuant to the Proposed Offering, the Company will offer for sale up to 27,500,000 Units (or 31,625,000 Units if the underwriter’s overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one share of the Company’s Class A common stock, $0.0001 par value, and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 31,625,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

Revenue Recognition	2 Months Ended
Revenue Recognition	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Revenue from Contract with Customer [Text Block]	3. REVENUE RECOGNITION ASC 606, Revenue from Contracts with Customers The Company adopted FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method, on January 1, 2019. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company measures revenue based on the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service or product to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps (i) identification of contracts with customers; (ii) identification of performance obligations; (iii) determination of the transaction price; (iv) allocation of the transaction price to performance obligations; and (v) recognition of revenue when or as the Company satisfies each performance obligation. Typical payment terms are between net 30 and net 60 days. Media Services Revenue The Company generates Managed Programmatic and Direct Access (collectively “Media Services”) revenue by using its proprietary machine learning-powered technology platform to execute targeted digital advertising campaigns, offering advanced predictive targeting solutions across different customer industry verticals and consumer screens (desktop, mobile, and CTV), including customized targeting, measurement and analytical services to address unique advertiser challenges. The Company’s customers consist of brands working directly with the Company and advertising agencies working on behalf of its customers. Managed Programmatic Revenue For its Managed Programmatic revenue the Company negotiates Insertion Orders (“IOs”) with the advertising agency or brand, which specifies the material terms of the campaign. IOs are subject to cancellation by the client, usually with no penalty, for the unfilled portion of the IO. The Company’s performance obligation is to deliver digital advertisements in accordance with the terms of the IO. The Company has concluded that this constitutes a single performance obligation for financial reporting purposes and that such obligation is recognized over the time, using the output method, for which the Company is transferring value to the customer through delivered advertising units. The Company’s contracts with a customer may convey a right to discounted or free of charge impressions. The Company determines whether rights to discounted future impressions provide a material right to the customer and revenue related to such material right should be deferred to the period when such right to discount expires or is exercised by the customer. For periods presented, the Company did not identify material rights related to such discounts. Managed Programmatic revenue is recorded on a gross basis. The Company is responsible for fulfilling advertising delivery, including optimization and reporting, establishes the selling price for the delivery, and the Company performs billing and collections, including ultimately retaining credit risk. The Company has therefore determined that it serves as a principal and that gross presentation of revenue is appropriate. Direct Access Revenue Direct Access customers access the Company’s platform directly and manage all aspects of their advertising campaigns. The Company provides advertiser and marketer customers direct access to the platform so that they can execute and manage advertising campaigns. Advertising Services Agreements with customers specify the pricing framework, which typically involves a percentage of customer spend and additional fees applicable to various data science model deployments and uses as applicable to a given campaign. Additional services can be procured on a per-service pricing basis. Platform fee revenue is recognized, on an over time basis, when the customer makes a purchase thru the platform during the month. The Company’s performance obligation is to provide the use of the platform to customers. The Company is not primarily responsible for the purchase of advertising inventory, third party data, and other related expenses. Revenue for customers working with the Company on this basis are recorded net of the amount incurred and payable to suppliers for the cost of advertising inventory, third party data and other add-on features, as the Company does not control the purchase nor have pricing discretion with regard to these items. The Company has therefore determined that it serves as an agent and that net presentation of revenue is appropriate. The Company bills clients for their purchases through its platform and the associated platform fees. A customer cannot take possession of the software platform, nor is it feasible or currently an available option for a customer to contract with a third party to host the software or for a customer to host the software. Fees are entirely variable, and revenue is recognized in the period the Company has the contractual right to the fee. This offering is new to the market and not yet material to the Company from a financial reporting perspective. Accounting Policy Elections and Practical Expedients The Company has elected to exclude from the measurement of the transaction price all taxes (e.g., sales, use, value-added) assessed by government authorities and collected from a customer. Therefore, revenue is recognized net of such taxes. The Company used the practical expedient and expenses the costs to obtain or fulfill a contract as incurred because the amortization period of the asset that the Company otherwise would have recognized is one year or less. Therefore, there were no contract cost assets recognized as of December 31, 2020 or 2019, and none recognized as of September 30, 2021 (unaudited). The Company has elected not to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period for performance obligations with a remaining performance obligation that is part of a contract that has an original expected duration of one year or less. Contract Balances Contract assets and contract liabilities related to the Company’s revenue streams were not significant to these Consolidated Financial Statements. Receivables related to revenue from contracts with customers are described in Note 5.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Net Income Per unit

9 Months Ended

Sep. 30, 2021

Earnings Per Unit [Abstract]

Net Income Per Unit

4. NET INCOME PER UNIT

The Company has three classes of common unit, Class A, B, and C. Basic and diluted earnings per unit (“EPU”) attributable to common unit holders for Class A, B, and C common units were the same because they were entitled to the same liquidation and dividend rights.

The computation of basic and diluted EPU is as follows:


	Year Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020

					(unaudited)
Net income (loss) attributable to common members	$	7,327	$	5,487	$	6,688	$	(288	)
Weighted-average common units outstanding:
Basic		43,399,728		43,367,583		43,499,745		43,395,968
Diluted		43,399,728		43,367,583		47,841,702		43,395,968
Net income (loss) per common unit:
Basic	$	0.17	$	0.13	$	0.15	$	(0.01	)
Diluted	$	0.17	$	0.13	$	0.14	$	(0.01	)

For the year ended December 31, 2020 and 2019, 4,970,375 and 5,737,250 units of potentially dilutive equity-based awards outstanding, respectively, were excluded from the computation of diluted net income (loss) per common unit as their effect was anti-dilutive. For the nine months ended September 30, 2021 and 2020 (unaudited), 1,142,818 and 5,132,875 units of potentially dilutive equity-based awards outstanding, respectively, were excluded from the computation of diluted net income (loss) per common unit as their effect was anti-dilutive.

Accounts Receivable,Net

9 Months Ended

Sep. 30, 2021

Receivables [Abstract]

5. ACCOUNTS RECEIVABLE, Net

Accounts receivable as of December 31, 2020 and 2019 and September 30, 2021 (unaudited) consisted of the following:


	As of December 31,						As of September 30,
	2020			2019			2021
							(unaudited)
Accounts receivables	$	47,132			42,915			38,893
Other receivables		340			225			352

		47,472			43,140			39,245
Less: provision for bad debts		(457	)		(376	)		(359	)

Total	$	47,015			42,764			38,886

The provision for bad debt expense on accounts receivable was $159 and $155 for the years ended December 31, 2020 and 2019, respectively, $8 and $47 for the nine months ended September 30, 2021 and 2020 (unaudited).

Property And Equipment, Net

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

6. PROPERTY AND EQUIPMENT, Net

Property and Equipment, net as of December 31, 2020 and 2019 and September 30, 2021 (unaudited) consisted of the following:


	As of December 31,						As of September 30,
	2020			2019			2021
							(unaudited)
Computers and equipment	$	659		$	587		$	726
Leasehold improvements		—			62			—

		659			649			726
Less: accumulated depreciation		(333	)		(293	)		(364	)

Total	$	326		$	356		$	362

Depreciation expense on Property and Equipment was $146 and $128 for the years ended December 31, 2020 and 2019, respectively, and $107 and $112, for the nine months ended September 30, 2021 and 2020 (unaudited), respectively.

IntangibleAssets, Net

9 Months Ended

Sep. 30, 2021

Intangible Assets, Net (Excluding Goodwill) [Abstract]

IntangibleAssets, Net

7. INTANGIBLE ASSETS, Net

Intangible assets, net as of December 31, 2020 and 2019 and September 30, 2021 (unaudited) consisted of the following:


	Remaining Weighted Average Useful Life (in years)		As of December 31, 2020
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		2.0	$	9,124	$	(8,138	)	$	986
Capitalized software costs		1.4		5,275		(3,334	)		1,941
Customer relationships		3.0		31,726		(18,227	)		13,499
Trademarks/tradename		6.0		10,243		(4,115	)		6,128
Non-compete agreements		1.0		1,519		(1,223	)		296

Total			$	57,887	$	(35,037	)	$	22,850


	Remaining Weighted Average Useful Life (in years)		As of December 31, 2019
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		3.0	$	9,124	$	(7,624	)	$	1,500
Capitalized software costs		2.2		3,118		(1,699	)		1,419
Customer relationships		4.0		31,726		(13,712	)		18,014
Trademarks/tradename		7.0		10,243		(3,094	)		7,149
Non-compete agreements		2.0		1,519		(920	)		599

Total			$	55,730	$	(27,049	)	$	28,681


	Remaining Weighted Average Useful Life (in years)		As of September 30, 2021 (unaudited)
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		1.3	$	9,124	$	(8,524	)	$	600
Capitalized software costs		1.1		6,875		(4,818	)		2,057
Customer relationships		2.3		31,726		(21,612	)		10,114
Trademarks/tradename		5.3		10,240		(4,879	)		5,361
Non-compete agreements		0.3		1,519		(1,451	)		68

Total			$	59,484	$	(41,284	)	$	18,200

Amortization expense on intangible assets was $7,988 and $9,237 for the years ended December 31, 2020 and 2019, respectively, and $6,247 and $5,934 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively.

Amortization expense was included in the Company’s Consolidated Statements of Operations as follows:


	Year ended December 31,				Nine months ended September 30,
	2020		2019		2021		2020

					(unaudited)
Platform operations	$	1,720	$	3,401	$	1,482	$	1,255
Sales and marketing		5,489		5,522		4,110		4,118
Technology and development		465		—		419		326
General and administrative		314		314		236		235

Total	$	7,988	$	9,237	$	6,247	$	5,934

The following is a schedule for the next five years of future amortization of intangible assets:


	Year ended December 31,
2021	$	6,345
2022	$	6,003
2023	$	5,496
2024	$	1,021
2025	$	1,021

The preceding expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events. The Company expenses the costs incurred to renew or extend the term of intangible assets.

Private Placement		2 Months Ended	9 Months Ended
Private Placement	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021
Mcap Acquisition Corp [Member]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 5,983,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $8,975,000. Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period.	NOTE 4. PRIVATE PLACEMENT The Sponsor has agreed to purchase an aggregate of 5,433,333 Private Placement Warrants (or 5,983,333 Private Placement Warrants if the over-allotment option is exercised in full) at a price of $1.50 per warrant ($8,150,000 in the aggregate, or $8,975,000 if the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of Proposed Offering. Each Private Placement Warrant is identical to the warrants offered in the Proposed Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period.	Note 4—Private Placement Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 5,983,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $8,975,000. The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Related Party Transactions		2 Months Ended	9 Months Ended
Related Party Transactions	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021
Related Party Transactions			18. RELATED PARTY TRANSACTIONS The Company is in a Transaction Services Agreement and a Professional Services Agreement with H.I.G Capital LLC (“H.I.G”), the majority member of the Company. H.I.G provides management services to the Company for an annual management fee of $870, invoiced on a quarterly basis. The Company recognized management fees of $872 and $898 for the years 2020 and 2019, respectively, and $653 and $654 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively. There were no amounts remaining outstanding as of December 31, 2020 and 2019, and September 30, 2021 (unaudited).
Mcap Acquisition Corp [Member]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 21, 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Founder Shares which the Sponsor will collectively own, on an as-converted basis, represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note—Related Party On December 21, 2020, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. On March 2, 2021, the $250,000 outstanding under the Note was repaid in full. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Administrative Support Agreement Commencing on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse an affiliate of the Sponsor up to an amount of $10,000 per month for office space, secretarial and administrative support.	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 21, 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Founder Shares include an aggregate of up to 1,031,250 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Offering). The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note—Related Party On December 21, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of June 30, 2021 or the completion of the Proposed Offering. As of December 31, 2020, the Company had borrowed $100,000 under the Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Administrative Support Agreement Commencing on the date of the prospectus and until completion of the Company’s initial business combination or liquidation, the Company may reimburse an affiliate of the Sponsor up to an amount of $10,000 per month for office space and secretarial and administrative support.	Note 5—Related Party Transactions Founder Shares On December 21, 2020, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock, resulting in an aggregate of 7,906,250 Founder Shares issued and outstanding. The Founder Shares which the Sponsor will collectively own, on an as-converted basis, represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note—Related Party On December 21, 2020, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. On March 2, 2021, the $250,000 outstanding under the Note was repaid in full. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Administrative Support Agreement Commencing on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse an affiliate of the Sponsor up to an amount of $10,000 per month for office space, secretarial and administrative support. As of September 30, 2021, our Sponsor did not intend to request reimbursement from the Company for any administrative support.

Commitments

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Commitments

16. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company has operating lease agreements for office space in the United States and Canada. The agreements expire over the next 3 years, except for the New York headquarters office, which expires in 2028. The Company recognizes rent expense on a straight-line basis.

Approximate future minimum lease payments for the Company’s

non-cancelable

operating leases are as follows as of December 31, 2020:


	Year ended December 31,
2021	$	3,810
2022		2,790
2023		2,867
2024		2,867
2025		2,867
Thereafter		7,884

Total	$	23,085

In connection with several lease agreements, the Company maintains letters of credit in the total amount of $2,228 and $2,505, for the years ended December 31, 2020 and 2019, respectively, and $1,500 as of September 30, 2021 (unaudited).

Additionally, the Company rents several locations on a month to month basis. Rent expense for these locations totals approximately $2 and $73 per month for the years ended December 31, 2020 and 2019, respectively, and $2 for the nine months ended September 30, 2021 and 2020 (unaudited). The Company subleases a portion of its office space to third parties. Rental income related to the sublease totaled $318 and $538 for the years ended December 31, 2020 and 2019, respectively, and $0 and $318 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively. Rental income is netted with rent expense. Total net rent expense for the years ended December 31, 2020 and 2019 was $3,774 and $3,528, respectively and for the nine months ended September 30, 2021 and 2020 (unaudited) was $2,871 and $2,829, respectively.

On April 20, 2021 the Company entered into an agreement to move its primary headquarters office in New York City to another space in the same building, approximately half of the rentable square footage and therefore a lower monthly base rent. Under the new lease terms, the Company is required to pay a rent cancellation penalty for the current office space of $4,243. Fifty percent of the penalty amount was paid in May 2021. The remainder of the penalty was paid on September 1, 2021. As a result of the new lease arrangement, the Company’s existing Letter of Credit previously entered into to secure the subleased premises was amended and reduced, effective, May 24, 2021, from $2,228 to $1,500.

Palantir Foundry Agreement

Effective as of July 1, 2021, the Company entered into a subscription agreement with Palantir Technologies to utilize Palantir’s Foundry platform, which is a data integration and management platform consisting of a suit of analytical tools and operational applications for business users. The Company plans to leverage Foundry to deliver data driven insights and products to end users in a more operational and cost efficient manner. Pursuant to the agreement, the subscription and related professional services will be provided for the next 5 years at a quarterly fee of $1,000.

Commitments

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable

lock-up

period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter’s Agreement

The Company granted the underwriter a

45-day

option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The aforementioned option was exercised on March 2, 2021.

The underwriter was paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering, or $6,325,000. In addition, the underwriter is entitled to a deferred fee of three and a half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $11,068,750. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement.

NOTE 6. COMMITMENTS

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter’s Agreement

The Company will grant the underwriter a

45-day

option to purchase up to 4,125,000 additional Units to cover over-allotments at the Proposed Offering price, less the underwriting discounts and commissions.

The underwriter will be entitled to a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Proposed Offering, or $5,500,000 (or $6,325,000 if the over-allotment option in exercised in full). In addition, the underwriter will be entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Proposed Offering, or $9,625,000 (or $11,068,750 if the over-allotment option in exercised in full). The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Note 6—Commitments

Registration Rights

Pursuant to a registration rights agreement entered into on February 25, 2021, the holders of the Founder Shares, Private Placement Warrants and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable

lock-up

period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The Company granted the underwriter a

45-day

Warrant Liability

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Warrant Liability

NOTE 7. WARRANT LIABILITY

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use its best efforts to file with the SEC, and within 60 business days following its initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within

a 30-trading

day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

The Company accounts for the 10,541,667 Public Warrants issued in connection with the Initial Public Offering and the 5,983,333 Private Placement Warrants in accordance with the guidance contained in ASC

815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock as reported during the

ten-trading

day period ending on the trading day prior to the effective date of the Business Combination.

The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of

a “fixed-for-fixed” option

as defined under FASB ASC Topic No. 815—40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to

re-measurement

at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees (other than in the case the Public Warrants are redeemed for $0.10 as described above). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 7—Warrant Liability

The Company has agreed that as soon as practicable, but in no event later than 20

business days after the closing of its initial Business Combination, it will use its best efforts to file with the SEC, and within 60 business days following its initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

30-trading

The Company accounts for the 10,541,667 Public Warrants issued in connection with the Initial Public Offering and the 5,983,333 Private Placement Warrants in accordance with the guidance contained in

ASC 815-40.

ten-trading

day period ending on the trading day prior to the effective date of the Business Combination.

The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a

“fixed-for-fixed”

option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to

re-measurement

Stockholders' Equity

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Stockholders' Equity

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock

—The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At March 2, 2021, there were no preferred shares issued or outstanding.

Class

A Common Stock

—The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At March 2, 2021, there were no shares of Class A common stock issued or outstanding, (excluding 31,625,000 Class A shares subject to possible redemption).

Class

B Common Stock

—

The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock resulting in an aggregate of 7,906,250 shares of Class B common stock issued and outstanding. At March 2, 2021, there were 7,906,250 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law; provided that only holders of Class B common stock have the right to vote for the election of directors prior to the Company’s initial Business Combination.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a

one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

NOTE 7. STOCKHOLDER’S EQUITY

Preferred Stock

—The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At December 31, 2020, there were no preferred shares issued or outstanding.

Class

A Common Stock

—The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were no shares of Class A common stock issued or outstanding.

Class

B Common Stock

—The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020, there were 7,906,250 Class B common stock issued and outstanding, of which an aggregate of up to 1,031,250 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the Sponsor will own 20% of the Company’s issued and outstanding common stock after the Proposed Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Offering).

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a

one-for-one

Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Proposed Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Proposed Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than

business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder and

•

30-trading

day period ending three business days before the Company sends the notice of redemption to the warrant holders.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Proposed Offering, except that the Private Placement Warrants will and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 8—Stockholders’ Equity

Preferred Stock

—The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At September 30, 2021, there were no preferred shares issued or outstanding.

Class

A Common Stock

—The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2021, there were no Class A common stock issued or outstanding

Class

B Common Stock

—

The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. On February 25, 2021, the Company effectuated a 0.1 for 1 dividend of its Class B common stock resulting in an aggregate of 7,906,250 shares of Class B common stock issued and outstanding. At September 30, 2021, there were 7,906,250 shares of Class B common stock issued and outstanding.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a

one-for-one

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Fair Value Measurements

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.


	Level		March 2, 2021
Assets:
Cash and marketable securities held in Trust Account		1	$	316,250,000
Liabilities:
Public Warrants		3	$	14,442,083
Private Placement Warrants		3	$	8,376,666

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception.

Initial Measurement

The Company established the initial fair value for the Warrants on March 2, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of common stock and

one-third

of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to common stock subject to possible redemption, and common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


	March 2, 2021
Risk-free interest rate		0.071	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.5
Stock price	$	9.55

On March 2, 2021, the Private Placement Warrants and Public Warrants were determined to be $1.40 and $1.37 per warrant for aggregate values of $8,376,666 and $14,442,083, respectively.

Note 9—Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•


	Level		September 30, 2021
Assets:
Cash and marketable securities held in Trust Account		1	$	316,270,386
Liabilities:
Public Warrants		1	$	11,385,000
Private Placement Warrants		3	$	12,206,000

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations.

Initial Measurement

one-third

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


Input	March 2, 2021
Risk-free interest rate		0.71	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.50
Stock price	$	9.55

On March 2, 2021, the Private Placement Warrants and Public Warrants were determined to be $1.40 and $1.37 per warrant for aggregate values of $8,376,666 and $14,442,083, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of September 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker MACQW.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at September 30, 2021:


Input	September 30, 2021
Risk-free interest rate		0.98	%
Expected term (years)		5.1
Expected Volatility		12	%
Exercise Price	$	11.50
Stock price	$	9.87

On September 30, 2021, fair value of the Private Placement Warrants and Public Warrants were determined to be $2.04 and $1.08 per warrant for aggregate values of $12,206,000 and $11,385,000 respectively.

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value	$	—	$	—		$	—
Initial Measurement on March 2, 2021		8,376,666		14,442,083			22,818,749
Change in valuation inputs or other assumptions (1)(2)		3,829,334		(3,057,083	)		772,251

Fair value as of September 30, 2021	$	12,206,000	$	11,385,000		$	23,591,000

(1)	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.

(2)

Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $22,819,000 during the period from March 31, 2021 through September 30,2021. Because of the inherent uncertainty of valuation, estimated values using Level 3 inputs may be materially higher or lower than the values that would have been used had a ready market for investments existed. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for investments categorized in Level 3.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Business Combination	9 Months Ended
Business Combination	Sep. 30, 2021
Mcap Acquisition Corp [Member]
Business Combination	Note 10—Business Combination On July 27, 2021, MCAP Acquisition Corporation (“MCAP”), GRNT Merger Sub 1 LLC, a Delaware limited liability company (“Merger Sub 1”), GRNT Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), GRNT Merger Sub 3 LLC, a Delaware limited liability company (“Merger Sub 3”), GRNT Merger Sub 4 LLC, a Delaware limited liability company (“Merger Sub 4” and together with Merger Sub 1, Merger Sub 2 and Merger Sub 3, the “Merger Sub Entities”), H.I.G. Growth – AdTheorent Intermediate, LLC, a Delaware limited liability company (the “Blocker”), H.I.G. Growth – AdTheorent, LLC, a Delaware limited liability company (the “Blocker Member”), and AdTheorent Holding Company, LLC, a Delaware limited liability company (the “AdTheorent”), entered into a business combination agreement (the “Business Combination Agreement”) pursuant to which, among other things, the AdTheorent will merge with and into Merger Sub 4 and become a wholly owned subsidiary of MCAP. The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Mergers and the other transactions.

Restatement of Previously Issued Financial Statements

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Restatement of Previously Issued Financial Statements

NOTE 10. RESTATEMENT OF PREVIOUSLY ISSUED BALANCE SHEET

The Company previously accounted for its outstanding Public Warrants (as defined in Note 7) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The Warrant Agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the Warrant Agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of February 25, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”).

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic

815-40,

Contracts in Entity’s Own Equity. ASC

Section 815-40-15

addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC

Section 815-40-15,

a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC

Section 815-40-15

because the holder of the instrument is not an input into the pricing of a

fixed-for-fixed

option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC

Section 815-40-25.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued balance sheet dated March 2, 2021, filed on Form

8-K/A

on March 8, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as

re-evaluate

the treatment of the Warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash as of March 2, 2021.

Additionally, the Company has concluded it will also restate its balance sheet dated March 2, 2021, filed on Form

8-K/A

on March 8, 2021 to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph

10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity.

As a result of the above, the Company should have classified all of it Class A common stock as Class A common stock subject to possible redemption in temporary equity in its previously issued balance sheet dated March 2, 2021, filed on Form

8-K/A

on March 8, 2021. The Company’s accounting for the Class A common stock as a component of equity instead of as Class A common stock subject to possible redemption in temporary equity did not have any effect on the Company’s previously reported investments held in trust or cash as of March 2, 2021.

Collectively the warrant liability and temporary equity restatements of the March 2, 2021 balance sheet resulted in a decrease of approximately $5.0 million in additional

paid-in

capital and a charge of approximately $31.7 million to accumulated deficit, as well as a reclassification of 1.387.316 shares of Class A common stock from permanent equity to temporary equity. The following table is a summary of the impact of the accounting for the warrant liability and temporary equity restatements on the balance sheet as of March 2, 2021.


	As Previously Reported			Adjustment			As Restated
Balance sheet as of March 2, 2021
Warrant liability	$	—		$	22,818,749		$	22,818,749
Total liabilities		12,185,686			22,818,749			35,004,435
Class A common stock subject to possible redemption (1)		302,376,840			13,873,160			316,250,000
Class A common stock		140			(140	)		—
Additional paid in capital		5,018,601			(5,018,601	)		—
Accumulated deficit		(19,522	)		(31,673,168	)		(31,692,690	)

(1)	Shares of Class A common stock subject to possible redemption as Previously Reported as of March 2, 2021 were 30,237,684, were Adjusted by 1,387,316 and are As Restated at 31,625,000.

Note 11—Restatement of Previously Issued Financial Statements

The Company has concluded it will restate its financial statements to classify all Class A common stock subject to possible redemption in temporary equity as of September 30, 2021. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph

10-S99,

paid-in

capital and a charge of approximately $30.8 million to accumulated deficit, as well as a reclassification of 3,669,191 shares of Class A common stock from permanent equity to temporary equity.

The Company’s accounting for the Class A common stock as a component of equity instead of as Class A common stock subject to possible redemption in temporary equity did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash.

The following tables are a summary of certain financial data for the period ended March 2, 2021 and for the quarters ended March 31, 2021 and June 30, 2021.


	As Previously Restated			Adjustments			As Restated
	March 2, 2021						March 2, 2021
Total assets	$	319,562,536		$	—		$	319,562,536
Total liabilities		35,004,435			—			35,004,435
Temporary equity (Class A ordinary shares subject to possible redemption)		279,558,090			36,691,910			316,250,000
Permanent equity:
Preferred stock		—			—			—
Class A common stock		368			(368	)		—
Class B common stock		791			—			791
Additional paid-in capital		5,850,752			(5,850,752	)		—
Accumulated deficit		851,900			(30,840,790	)		(31,692,690	)
Total permanent equity		5,000,011			(36,691,910	)		(31,691,899	)

	March 31, 2021						March 31, 2021
Total assets	$	318,615,345		$	—		$	318,615,345
Total liabilities		33,989,034			—			33,989,034
Temporary equity (Class A ordinary shares subject to possible redemption)		279,626,302			36,629,820			316,256,122
Permanent equity:
Preferred stock		—			—			—
Class A common stock		367			(367	)		—
Class B common stock		791			—			791
Additional paid-in capital		5,782,541			(5,782,541	)		—
Accumulated deficit		(783,690	)		(30,846,912	)		(31,630,602	)
Total permanent equity		5,000,009			(36,629,820	)		(31,629,811	)
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	6,122		$	(443,116	)	$	(436,994	)
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		30,237,684			(19,696,017	)		10,541,667
Earnings per share basic and diluted redeemable Class A common stock	$	—		$	(0.04	)	$	(0.04	)
Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	(770,862	)	$	443,116		$	(327,746	)
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		8,353,274			(447,024	)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	(0.09	)	$	0.05		$	(0.04	)


	As Previously Restated		Adjustments			As Restated
	June 30, 2021					June 30, 2021
Total assets	$	318,156,764	$	—		$	318,156,764
Total liabilities		31,061,723		—			31,061,723
Temporary equity (Class A ordinary shares subject to possible redemption)		282,095,033		34,171,283			316,266,316
Permanent equity:
Preferred stock		—		—			—
Class A common stock		342		(342	)		—
Class B common stock		791		—			791
Additional paid-in capital		3,313,835		(3,313,835	)		—
Accumulated deficit		1,685,040		(30,857,790	)		(29,172,750	)
Total permanent equity		5,000,008		(34,171,967	)		(29,171,959	)
Three Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	10,194	$	1,964,790		$	1,974,984
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		27,962,071		3,662,929			31,625,000
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06		$	0.06
Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	2,458,536	$	(1,964,790	)	$	493,746
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		11,569,179		(3,662,929	)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.21	$	(0.15	)	$	0.06
Six Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	16,316	$	1,223,881		$	1,240,197
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		28,526,273		(7,384,698	)		21,141,575
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06		$	0.06
Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	1,687,674	$	(1,223,881	)	$	463,793
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		9,977,775		—			7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.17	$	(0.11	)	$	0.06

Risks, Uncertainties, and Concentrations	9 Months Ended
Risks, Uncertainties, and Concentrations	Sep. 30, 2021
Risks and Uncertainties [Abstract]
Risks, Uncertainties, and Concentrations	17. RISKS, UNCERTAINTIES, AND CONCENTRATIONS The Company’s future results could be affected by several risks and uncertainties, including uncertainty of market acceptance of its services, uncertainty in development of new technological innovations, the need to obtain additional funding, and protection of proprietary technology. Future sales and profitability are dependent upon the Company’s ability to successfully attain technological feasibility of new services under development, continued efforts related to market penetration of products and services, and its ability to obtain sufficient sources of financing to fund its operations. There can be no assurance that future developments in computer hardware, software, internet and the worldwide web will not adversely affect the market for the Company’s services. Legal Proceedings From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows. Major Customers—Accounts Receivable and Revenue The Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Company’s customers. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: At December 31, 2020 and 2019, one customer represented approximately 15% and 12% of accounts receivable, respectively. At December 31, 2020, five customers accounted for approximately 34% of accounts receivable. At December 31, 2019, five customers represented approximately 30% of accounts receivable. At September 30, 2021 (unaudited) one customer represented approximately 9% of accounts receivable. At September 30, 2021 (unaudited), five customers represented approximately 27% of accounts receivable. For the year ended December 31, 2020, one customer represented approximately 10% of revenue and five customers represented approximately 32% of revenue. For the year ended December 31, 2019, five customers represented approximately 28% of revenue. For the nine months ended September 30, 2021 and 2020 (unaudited), one customer represented approximately 10% and 12% of revenue, respectively. For the nine months ended September 30, 2021 and 2020 (unaudited), five customers represented approximately 29% and 34% of revenue, respectively. Concentration of Credit Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250. The Company also places its cash and cash equivalents with some foreign financial institutions and these deposits may at times be in excess of insured limits. At December 31, 2020 and 2019, the Company had balances of $16,307 and $6,700 in excess of the FDIC insured limits, respectively. At September 30, 2021 (unaudited), the Company had balances of $22,209 in excess of the FDIC insured limits. The Company reduces exposure to credit risk by maintaining cash deposits with major financial institutions. The Company has not experienced any losses on these accounts and conclude the credit risk to be minimal.

Members' Equity

9 Months Ended

Sep. 30, 2021

Members' Equity [Abstract]

Members' Equity

19. MEMBERS’ EQUITY

At December 31, 2020 and 2019 and September 30, 2021 (unaudited) the common units issued and outstanding were:


	December 31, 2020		December 31, 2019		September 30, 2021
					(unaudited)
Voting Class A Common Units		26,000,000		26,000,000		26,000,000
Non-Voting Class B Common Units		17,333,333		17,333,333		17,333,333
Non-Voting Class C Common Units		154,250		34,250		175,500

Total		43,487,583		43,367,583		43,508,833

The rights of the holders of Class A, Class B, and Class C units were identical, except with respect to voting and certain preemptive and transfer rights. Each unit of Class A unit is entitled to one vote per unit (“Voting

Unit”), and Class B and Class C Unit have no voting rights

(“Non-Voting

Unit”). Class C units could only have been issued under the Company’s Member Incentive Plan (the “Plan”) discussed in Note 13—Equity-Based Compensation Expense. All classes of members were entitled to receive distributions, if any, in accordance with the provisions of the Company’s Operating agreement.

The holders of Class A and Class B units can elect three and two members to the Operating Board (collectively, the “Managers”). The number of Managers the Class B unit holders can elect is reduced when the equity ownership percentage of the Class B unit holders falls below a certain threshold. The holders of Class B units can prevent certain limited amendments to the Operating Agreement and have limited transfer rights, which the holders of Class C units do not have. In addition, the exercised and outstanding Class C units can be repurchased by the Company if the holder of the Class C unit were to breach certain restrictive covenants remain in effect post-termination.

Employee Savings	9 Months Ended
Employee Savings	Sep. 30, 2021
Retirement Benefits [Abstract]
Employee Savings	20. EMPLOYEE SAVINGS The Company offers its employees a savings plan pursuant to Section 401(k) of the Internal Revenue Code (the “Code”), whereby employees may contribute a percentage of their compensation, not to exceed the maximum amount allowable under the Code. The Company made matching contributions of $1,073 and $885 for the years ended December 31, 2020 and 2019, respectively, and $1,063 and $877 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively, to its employee savings plan.

The entire disclosure for retirement benefits.

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Goodwill	9 Months Ended
Goodwill	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	8. GOODWILL Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value. The Company is a single reporting unit. On December 31, 2020 and December 31, 2019, the Company performed a qualitative and quantitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. The goodwill test indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. The goodwill balance at December 31, 2020 and 2019, and at September 30, 2021 (unaudited) was $35,778.

Accrued Expenses

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Accrued Expenses

9. ACCRUED EXPENSES

Accrued expenses as of December 31, 2020 and 2019 and September 30, 2021 (unaudited) consist of the following:


	As of December 31,				As of September 30,
	2020		2019		2021
					(unaudited)
Income taxes payable	$	3,878	$	1,178	$	1,000
Sales and use taxes payable		190		65		195
Deferred revenues		42		—		59
Other liabilities		1,889		3,756		3,933

Total	$	5,999	$	4,999	$	5,187

Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt

10. DEBT

Facility

On December 22, 2016, the Company entered into a credit agreement (“Credit Agreement”) with various financial institutions (“Lenders”). The Credit Agreement consisted a $48,500 term loan (the “Term Loan”) and revolving loans (“Revolving Loans”) in aggregate principal amount of $5,000 (collectively, the “Facility”). The Facility matures on December 22, 2021. The Facility bears interest at a rate equal to the greater of 0.5% or the

one-month

London Inter-bank Offered Rate (“LIBOR”), plus 8.5%, per annum.

The Company entered into five separate amendments (collectively “Amendments”) to the Credit Agreement subsequent to the date of the Credit Agreement. The Amendments did not result in a change to the principal amount, terms or interest rate of the Facility.

The Company incurred debt issuance costs of $1,220 which are presented in the consolidated balance sheets. For the years ended December 31, 2020 and 2019, the Company amortized $220 and $264, respectively, and $118 and $151 for the nine months ended September 30, 2021 and 2020 (unaudited), respectively. The effective rate of interest associated with this loan was 10.6% for the years ended December 31, 2020 and 2019, and for the nine months ended September 30, 2021 and 2020 (unaudited).

The Company is subject to customary representations, warranties, and covenants. The Facility requires that the Company meet certain financial and

non-financial

covenants which include, but are not limited to, (i) delivering audited consolidated financial statements to the lender within 120 days

after year-end,

(ii) delivering unaudited consolidated financial statements within 45 days after each fiscal quarter and 30 days after each month end (other than those days that constitute fiscal quarter), (iii) maintaining certain leverage ratios and fixed charge coverage ratios, (iv) and limit capital expenditures to $500 in any fiscal year. As of December 31, 2020, and 2019, the Company was in full compliance with the terms of the Term Loan, and obtained an extension from the lender of the required delivery of the December 31, 2020 audited financial statements until September 30, 2021. As of September 30, 2021 (unaudited), the Company was in full compliance with the terms of the Term Loan.

All obligations under the Term Loan are secured by a fully perfected priority security interest in substantially all assets of the Company.

Silicon Valley Bank Revolver

On September 21, 2017, the Company entered into a Loan and Security agreement (“Loan and Security Agreement”) with Silicon Valley Bank (“SVB”). The Loan and Security Agreement consisted of a revolving line of up to $8,000 (“SVB Revolver”) and letters of credit up to $2,775 (“Letters of Credit”) (Refer to Note 16—

Commitments and contingencies

). Under the original terms, before subsequent amendments, the SVB Revolver matured on September 21, 2019. The SVB Revolver is available on demand and accrues interest at Prime (as defined in the Loan and Security Agreement) plus 2.5% and interest shall be payable monthly. The borrowing

base of the SVB Revolver is 80.0% of the Company’s eligible accounts receivable. Upon expiration, all outstanding principal and interest are due. The collections of the Company’s accounts receivable are applied to the outstanding loan balance daily.

Since the inception of the Loan and Security Agreement the Company has entered into several amendments, primarily to extend the term of the agreement. On October 23, 2020, the Company entered into the Sixth Amendment to the Loan and Security Agreement (“Sixth SVB Revolver Amendment”). The Sixth SVB Revolver Amendment extended the previously amended maturity date of July 31, 2020 to July 31, 2021. The interest rate definition was also amended to accrue at a floating per annum rate equal to the greater of (a) 2.50% above the Prime Rate and (b) 3.25%; provided, however, during a Streamline Period, the principal amount outstanding under the SVB Revolver shall accrue interest at a floating per annum rate equal to the greater of (x) 1.50% above the Prime Rate and (y) 3.25%.

On July 27, 2021, the Seventh Loan Modification Agreement to the Loan and Security Agreement was executed. The Seventh SVB Revolver Amendment extended the previously amended maturity date of July 31, 2021 to November 30, 2021. Additionally, an amendment fee in the amount of $4 was charged by the Bank to AdTheorent in connection with the amendment. The Company accounted for the extension of the maturity date as a modification of the debt instrument.

For the year ended December 31, 2020 and 2019, and the nine months ended September 30, 2021 and 2020 (unaudited), the Company did not incur any interest related to the SVB Revolver. As of December 31, 2020, and 2019 and as of September 30, 2021 (unaudited), the SVB Revolver balance was $0, respectively. The Company did not draw upon the SVB Revolver as of December 31, 2020, and 2019, and as of September 30, 2021 (unaudited).

The SVB Revolver requires that the Company meet certain financial and

non-financial

covenants which include, but are not limited to, (i) delivering a Borrowing Base Report (as defined in the Loan and Security Agreement) within 30 days after the end of each month, (ii) delivering monthly accounts receivable aging and monthly accounts payable aging within 30 days after the end of each month, (iii) delivering Monthly Financial Statements (as defined in the Loan and Security Agreement) no later than 30 days after the last day of each month, (iv) delivering audited consolidated financial statements within 180 days after

year-end.

As of December 31, 2020, and 2019 and September 30, 2021 (unaudited), the Company was in full compliance with the terms of the SVB Revolver and obtained an extension from the lender of the required delivery of the December 31, 2020 audited financial statements until September 30, 2021. As of September 30, 2021 (unaudited), the Company was in full compliance with the terms of the SVB Revolver.

All obligations under the SVB Revolver are secured by substantially all assets of the Company (subject only to permitted liens to have superior priority).

Debt consists of the following as of December 31, 2020 and 2019 and as of September 30, 2021 (unaudited):


	As of December 31,						As of September 30,
	2020			2019			2021
							(unaudited)
Term Loan Payable	$	26,187		$	32,958		$	24,368
Less: Deferred financing fees		(155	)		(375	)		(37	)

		26,032			32,583			24,331
Less: Current portion of Term Loan Payable, net		(26,032	)		(2,425	)		(24,331	)

Term Loan, net of current portion	$	—		$	30,158		$	—

The carrying value of debt as of December 31, 2020 and 2019 approximated its fair value. The carrying value of debt as of September 30, 2021 (unaudited) approximated its fair value. All required principal payments are due in 2021.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Safe Notes	9 Months Ended
Safe Notes	Sep. 30, 2021
Simple Agreements For Future Equity [Abstract]
Safe Notes	11. SAFE NOTES Effective as of March 1, 2020, the Company effectuated a contribution of its SymetryML department into a new subsidiary, SymetryML, Inc. (“Symetry’). During the year ended December 31, 2020 and nine months ended September 30, 2021 and 2020 (unaudited), the Company raised $1,250, $1,225 and $1,150, respectively, to fund Symetry operations, by entering into Simple Agreement for Future Equity Notes (“SAFE Note”) with several parties. The SAFE Notes resulted in cash proceeds to the Company in exchange for the right to stock of SymetryML, Inc, a subsidiary of the Company, or cash at a future date in the occurrence of certain events, as follows: If there is an equity financing transaction, where the Company issues and sells capital units of SymetryML, Inc, at a fixed pre-money valuation and with an aggregate investment amount of a defined threshold, before the expiration or termination of the SAFE Note, the Company will automatically issue a number of new units equal to the purchase price of the SAFE Note, as defined in the SAFE agreement, divided by either: (1) the price per new unit equal to the quotient obtained by dividing (i) $10,000 by (ii) the company capitalization as of immediately prior to the transaction; or (2) the product of the price per new units sold in the transaction multiplied by 80%, whichever calculation results in a greater number of new units. If there is a liquidity event, as defined in the SAFE Notes, before the expiration or termination of the SAFE Notes, the investor will, at its option, either receive a cash payment equal to the purchase price of the note; or automatically receive from the Company a number of units of capital units equal to the purchase price of the note divided by the price per unit of capital unit equal to 80% multiplied by the quotient obtained by dividing (i) $10,000 by (ii) the company capitalization as of immediately prior to the liquidity event, if the investor fails to select the cash option. In a dissolution event, as defined in the SAFE Notes, the Company will pay the investors an amount equal to the purchase price of the SAFE Note, due and payable immediately prior to the consummation of the dissolution event. The SAFE Notes were classified as marked-to-market liabilities pursuant to ASC 480, Distinguishing Liabilities from Equity. The SAFE Notes were measured at fair value, with changes in fair value recorded within loss on SAFE Note revaluation within the Consolidated Statement of Operations. Any changes in fair value were not material to the financial statements.

Subsequent Events		9 Months Ended
Subsequent Events	Mar. 02, 2021	Sep. 30, 2021
Subsequent Events		21. SUBSEQUENT EVENTS For the Company’s annual Consolidated Financial Statements, management has evaluated the impact of all subsequent events on the Company through August 23, 2021, the date the Consolidated Financial Statements were available to be issued and has determined, other than reported below, that there were no other subsequent events requiring adjustments or disclosure in the Consolidated Financial Statements. For the Company’s unaudited interim Consolidated Financial Statements, the Company evaluated the effects of subsequent events that occurred from September 30, 2021 through November 17, 2021. Other than reported below, no events have occurred which require adjustment to or disclosure in the Consolidated Financial Statements.
Mcap Acquisition Corp [Member]
Subsequent Events	NOTE 11. SUBSEQUENT EVENTS Management of the Company evaluates events that have occurred after the balance sheet date of March 2, 2021 through the date this financial statement was issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statement.	Note 12—Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of September 30, 2021 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

Income Taxes

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

12. INCOME TAXES

For the nine months ended September 30, 2021 and 2020 (unaudited), the Company recorded an income tax expense/(benefit) of $3,141 and $(215), respectively. The effective income tax rates (“ETR”) for the nine months ended September 30, 2021 and 2020 (unaudited) were 33.8% and 20.9%, respectively. The ETR for the nine months ended September 30, 2021 (unaudited) differed from the statutory rate of 21% primarily due to state and local income taxes, and transaction costs not deductible for tax purposes.

As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. As of September 30, 2021 (unaudited), management has recorded a valuation allowance on certain deferred tax assets where management believes that after considering all of the available evidence, The Company has determined that these deferred tax assets will not be realized. The valuation allowance increased by $266 from December 31, 2020.

The components of income (loss) from operations before income taxes consist of the following for the years ended December 31, 2020 and 2019:


	Year Ended December 31,
	2020			2019
Domestic	$	9,946		$	7,468
Foreign		(471	)		48

Income from operations before income taxes	$	9,475		$	7,516

Components of the provision for income taxes consist of the following for the years ended December 31, 2020 and 2019:


	Year Ended December 31,
	2020			2019
Current provision (benefit):
Federal	$	3,465		$	2,744
State and local		1,643			976
Foreign		(11	)		21

Total current provision		5,097			3,741
Deferred benefit:
Federal		(1,614	)		(1,412	)
State and local		(703	)		(300	)
Foreign		—			—

Total deferred benefit		(2,317	)		(1,712	)

Provision for income taxes	$	2,780		$	2,029

Reconciliation of the federal statutory rate to the Company’s effective tax rate is the following for the years ended December 31, 2020 and 2019:


	Year Ended December 31,
	2020			2019
Federal income tax rate		21.00	%		21.00	%
State and local taxes, net of federal benefit		7.68	%		4.09	%
Foreign rate differential		-0.27	%		0.15	%
Permanent items		1.18	%		4.03	%
Research and development credits		-2.96	%		-3.99	%
Equity option forfeitures		1.38	%		0.00	%
Change in valuation allowance		1.20	%		0.00	%
State FIN 48		0.14	%		1.63	%
Other		0.00	%		-0.03	%

Effective tax rate		29.35	%		26.88	%

The tax effects of significant temporary differences that comprise deferred tax assets and liabilities were as of December 31, 2020 and 2019:


	As of December 31,
	2020			2019
Deferred tax assets:
Accrued expenses	$	598		$	171
Deferred rent		505			371
Investments		30			202
Net operating losses		353			7
Reserves		178			121
Equity-based compensation		389			387
Uncertain Tax Positions		86			81
Disallowed Interest Expense		—			—

Deferred tax assets		2,139			1,340
Valuation Allowance		(114	)		—

Net deferred tax asset		2,025			1,340
Deferred tax liabilities:
Property & equipment		(315	)		(869	)
Intangible assets		(6,230	)		(7,308	)

Deferred tax liabilities		(6,545	)		(8,177	)

Deferred income taxes	$	(4,520	)	$	(6,837	)

As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. As of December 31, 2020, management has recorded a valuation allowance on certain foreign deferred tax assets where management believes that after considering all of the available evidence, it is more likely than not that these assets will not be realized. The valuation allowance increased by $114 from December 31, 2019.

As of December 31, 2020, the Company has U.S Federal net operating losses of $917, U.S. state net operating loss carryforwards of $917, and Canadian net operating loss carryforwards of $428. U.S. Federal net operating losses do not expire, U.S. State net operating losses will begin to expire in 2040, and Canadian net operating losses will begin to expire in 2040.

As tax law is complex and often subject to varied interpretations, it is uncertain whether some of our tax positions will be sustained upon examination. Tax liabilities associated with uncertain tax positions represent unrecognized tax benefits, which arise when the estimated benefit recorded in our financial statements differs from the amounts taken or expected to be taken in a tax return because of the uncertainties described above. Substantially all of these unrecognized tax benefits, if recognized, would benefit our effective income tax rate.


	Year Ended December 31,
	2020		2019
Unrecognized tax benefits—beginning of period	$	380	$	169
Tax position changes—current period		—		211

Unrecognized tax benefits—end of period		380		380
Interest and penalties—end of period		27		8

Total liabilities related to uncertain tax positions	$	407	$	388

The Company recognizes interest and penalties associated with uncertain tax positions as a component of the provision for income taxes. The Company recognized interest and penalties expense of $18 and $8, for 2020 and 2019, respectively.

Management believes it will be able to reverse the unrecognized tax benefits in the next 12 months through filing with the state and local taxing authorities.

The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. The Company is subject to taxation in the U.S, various states, and Canada. As of December 31, 2020, the Company’s tax returns remain open and subject to examination by the tax authorities for the tax years 2017 and after.

In response to the market volatility and economic instability prompted by

COVID-19,

the CARES Act was enacted and signed into law on March 27, 2020. The CARES Act is a $2 trillion relief package comprising a combination of tax provisions and other stimulus measures. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carry back periods, alternative minimum tax credit refunds, modifications to the interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company has accounted for the relevant impacts of the CARES Act in its December 31, 2020 Consolidated Financial Statements.

On December 22, 2016, the Company and a private equity investment firm (the “Buyer”), closed a growth recapitalization transaction in partnership with the Company’s

co-founders

and existing investors (the “Sellers”). As part of that transaction, the Company shall pay to the former Sellers an amount equal to the tax benefit realized by the Company during each of the first five taxable years of the Company through 2020, any net operating loss carryover and research credits as a portion of the residual purchase price.

In connection with that transaction, the Company shall pay compensation to the former Sellers following the filing of the Company’s tax return for each relevant taxable year an amount equal to the tax benefit realized by the Company during each of the first five (5) taxable years of the Company ending following the Closing Date (December 22, 2016) resulting from any (i) net operating loss carryover (within the meaning of Section 172 of the Code) to such taxable year of any net operating loss of the Company for a taxable year ending on or before the Closing Date (the “NOL Carryforwards”“) and (ii) carryforward of the research credits determined under Section 41(a) of the Code to such taxable year of any such research credits of the Company for a taxable year ending on or before the Closing Date (the ““R&D Carryforwards”“ and together with the NOL Carryforwards, the ““Tax Attribute Carryforwards”“). The Company shall be deemed to realize a tax benefit in any taxable year to the extent that (i) its cash Tax liability for such taxable year computed without taking the Tax Attribute Carryforwards to such taxable year into account is greater than (ii) its cash Tax liability for such taxable year computed by taking the Tax Attribute Carryforwards to such taxable year into account. If the Company makes a payment with respect to a taxable year and in a subsequent taxable year realizes a net operating loss or tax credit that, if carried back to such taxable year would reduce or eliminate the tax benefit deemed realized for such taxable year, such reduced or eliminated tax benefit shall become a Disallowed Tax Benefit, and the Sellers shall promptly pay to Buyer an amount equal to the excess, if any. of (i) the tax benefit computed for such taxable year without taking such net operating loss and tax credit into account and (ii) the tax benefit computed for such taxable year taking such net operating loss and tax credit into account. During 2019, the Company incurred $1,917 of residual purchase price to the Sellers which is included under other income (expense) on the Consolidated Statements of Operations. Of that amount, $1,000 was paid during 2019 and $917 was accrued and included in accrued expenses in the Consolidated Balance Sheet as of December 31, 2019.

As of December 31, 2020, all tax attributes arising from December 22, 2016 and prior have been exhausted and therefore the impacts of the arrangement have been concluded.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Share-based Payment Arrangement [Abstract]

Equity-Based Compensation Expense

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Text Block]

13. EQUITY-BASED COMPENSATION EXPENSE

The Company’s Member Incentive Plan (the “Plan”) for its employees and officers provides for granting of options at the discretion of the Board of Directors. The Company measures and recognizes compensation expense for all equity-based awards using fair values as determined by the Black-Scholes model. Under the Plan, the total number of common units that may be optioned is 5,850,000 units of

non-voting

Class C Common Units. Option terms under the Plan are 10 years. There were no options granted for the year ended December 31, 2020. There were no options granted for the nine months ended September 30, 2021 and 2020 (unaudited). There were 2,547,500 options granted for the year ended December 31, 2019. There were 541,900 and no Restricted Incentive Units (“RIUs”) granted for the nine months ended September 30, 2021 and 2020 (unaudited), respectively. The equity options that have been granted by the Company consist of time based (service condition awards) and performance based (performance condition awards). RIUs that have been granted by the Company have both service and performance vesting condition. As of December 31, 2020 and September 30, 2021 (unaudited), 725,375 and 189,725 options, respectively, are available for future grant.

Equity Options

The time based equity options vest 25% each year for 4 years. The performance-based options are eligible to vest 25% each year subject to the Company meeting certain annual Adjusted Earnings Before Interest, Income Tax, Depreciation and Amortization (“Adjusted EBITDA”) targets.

The following table summarizes the total equity-based compensation expense included in the Consolidated Statements of Operations:


	Year Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020


					(unaudited)
General and administrative	$	657	$	776	$	382	$	547

Total equity-based compensation expense	$	657	$	776	$	382	$	547

The Company received cash in the amount of $101, $3, $18, and $33 from the exercise of equity options for the year ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 and 2020 (unaudited), respectively. The tax benefit from equity options exercised were $28, $1, $6 and $10 for the year ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 and 2020 (unaudited), respectively.

The estimated income tax benefit of equity-based compensation expense included in the provision for income taxes were approximately $181, $214, $105, and $161, for the year ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 and 2020 (unaudited), respectively. No equity-based compensation costs were capitalized in any period.

During 2019, the Company granted certain directors and officers of the Company an aggregate of 2,547,500 options at a strike price of $1.15. Of the options granted, there were time-based options and performance-based options, which vest upon achievement of the following performance milestones:

•

25% vest on the later of (i) December 31, 2019, or (ii) the date which is the

12-month

anniversary of the Initial Vesting Date if 90% of Adjusted EBITDA milestones are achieved

•

25% vest on the later of (i) December 31, 2020 or (ii) the date which is the

12-month

anniversary of the Initial Vesting Date if 90% of Adjusted EBITDA milestones are achieved

•

25% vest on the later of (i) December 31, 2021, or (ii) the date which is the

12-month

anniversary of the Initial Vesting Date if 90% of Adjusted EBITDA milestones are achieved

•

25% vest on the later of (i) December 31, 2022, or (ii) the date which is the

12-month

anniversary of the Initial Vesting Date if 90% of Adjusted EBITDA milestones are achieved

During the year ended December 31, 2020 and the nine months ended September 30, 2021 and 2020 (unaudited), the Company did not approve any options to be granted to employees of the Company.

For any milestones not met in the defined timeframe, the recipient will be eligible to vest in the unvested portion upon achievement of the subsequent milestone. As of December 31, 2020, and 2019, the Company approved the performance goal for Adjusted EBITDA and recognized $136 and $197, related to these options, which is included in the $657 and $776 of equity-based compensation costs in 2020 and 2019, respectively. As of September 30, 2021, and 2020 (unaudited), the Company approved the performance goal for Adjusted EBITDA and recognized $63 and $123, related to these options, which is included in the $382 and $547 of equity-based compensation costs in the respective nine-month period.

The following summarizes the Company’s equity option plan and the activity for the years ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 (unaudited):


	Equity Option Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2018		3,328,500		$	0.78		8.18
Granted		2,547,500			1.15
Exercised		—			—
Forfeited		(138,750	)		0.75
Outstanding at December 31, 2019		5,737,250		$	0.95		8.26
Granted		—			—
Exercised		(120,000	)		0.84
Forfeited		(646,875	)		1.00

Outstanding at December 31, 2020		4,970,375		$	0.94		6.04

Vested or expect to vest as of December 31, 2020		4,970,375		$	0.94		6.04

Vested and exercisable at December 31, 2020		3,745,500		$	0.92		5.44


	Equity Option Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
	(unaudited)
Outstanding at December 31, 2020		4,970,375		$	0.94		6.04
Granted		—			—
Exercised		(21,250	)		0.85
Forfeited		(6,250	)		1.15

Outstanding at September 30, 2021		4,942,875		$	0.94		5.46

Vested or expect to vest as of September 30, 2021		4,942,875		$	0.94		5.46

Vested and exercisable at September 30, 2021		3,789,250		$	0.89		4.57

The aggregate intrinsic value of vested and expected to vest at September 30, 2021 (unaudited) and December 31, 2020 is $75,041 and $0, respectively. The weighted average fair value of options granted in 2019 was $0.68 on the dates of grant.

As of September 30, 2021 (unaudited) and December 31, 2020, there were approximately $448 and $776 total unrecognized compensation cost related to

non-vested

equity-based compensation arrangements, respectively, which is expected to be recognized over a weighted average period of 1.13 years and 1.88 years, respectively.

Restricted Incentive Units (“RIUs”)

On July 28, 2021, the Company granted 541,900 RIUs to employees of the Company at a fair value of $16.12 per unit. The RIU’s are subject to terms and conditions of the Restricted Interest Unit Agreement (“RIU

Agreement”). The awards expire at the earlier of settlement or the tenth anniversary of the grant date. If a participant terminates service, any portion of an RIUs that have not been settled by the Company by the termination date shall be forfeited.

Compensation expense related to RIUs granted to certain employees is based on the fair value of the common units valued on the grant date. RIUs vest upon satisfaction of both the participants’ continued employment and a liquidity event. The RIUs therefore have a service condition and a performance condition. The RIUs’ service condition is satisfied fifty percent (50%) as of the first anniversary of the vesting start date and the remaining fifty percent (50%) in four substantially equal installments every three months thereafter (12.5% per quarter, such that the service requirement is fully satisfied on the second anniversary of the vesting start date). The performance condition is met by the completion of a liquidity requirement, which is defined as a sale of the Company or the date that the Common Units covered by the applicable RIUs are transferable via a sale through the public markets via a national securities exchange. The Company will recognize compensation expense for the RIUs upon the liquidity event occurring to the extent the participants’ service condition is satisfied. The liquidity event is not considered probable until the date of the event, as the event is outside the Company’s control. No awards have vested as of September 30, 2021 (unaudited) and no awards have been cancelled.

A summary of the RIU activity for the nine months ended September 30, 2021 (unaudited), is as follows:


	Equity Option Awards		Weighted Average Grant-Date Fair Value per Unit
Nonvested as of December 31, 2020		—	$	—
Granted		541,900		16.12
Vested		—		—
Forfeited		—		—
Nonvested as of September 30, 2021		541,900	$	16.12

As of September 30, 2021 (unaudited), there was $8,735 of total unrecognized compensation expense related to the RIUs.

Valuation Assumptions

The Company estimates the fair value of equity options using the Black-Scholes model. The fair value of each option grant is estimated on the date of grant using the Black-Scholes model and the straight-line approach with the following weighted-average assumptions:


	2019 Grants
Expected term (years)		7.0
Expected volatility		58.5	%
Risk free interest rate		2.14	%
Expected dividend yield		—

Expected volatility: There is no active external or internal market for the Company’s common units. Thus, it was not possible to estimate the expected volatility of the Company’s unit price in estimating fair value of options granted. Accordingly, as a substitute for such volatility, the Company used the historical volatility of the common stock of other companies in the same industry over a period of time commensurate with the expected term of the options awarded.

Expected dividend yield: The Company does not anticipate that dividends will be distributed in the near future.

Expected term: The Company’s expected term represents the period that the awards are expected to be outstanding and was determined as a function of contractual terms of the equity-based awards and vesting schedules. The Company uses the simplified method of calculation for estimating expected term, since the simplified method provides a reasonable estimate in comparison to actual experience.

Risk-free interest rate: The Company bases the risk-free interest rate used in the Black-Scholes model on implied yield currently available on U.S. Treasury

zero-coupon

issues with an equivalent remaining term.

Noncontrolling Interests	9 Months Ended
Noncontrolling Interests	Sep. 30, 2021
Noncontrolling Interest [Abstract]
Noncontrolling Interest Disclosure [Text Block]	14. NONCONTROLLING INTERESTS On March 4, 2020, the Company and SymetryML Holdings, an entity formed by the Company, entered into a contribution and exchange agreement (“AdTheorent Contribution Agreement”). SymetryML Holdings became a wholly owned subsidiary of the Company through a contribution of the Company’s SymetryML department in exchange for 100% of its membership interest. SymetryML Holdings and SymetryML, a direct subsidiary of SymetryML Holdings, entered into a contribution and exchange agreement (“SymetryML Contribution Agreement”). SymetryML Holdings contributed the contributed assets and liabilities received from the AdTheorent Contribution Agreement to SymetryML, in exchange for 100% of its membership interest. SymetryML became a wholly owned subsidiary of SymetryML Holdings. Immediately following the contributions described above, Class B interests that vest over time, comprising 50% of the total Class B equity interests of SymetryML Holdings, were offered to certain employees. As of December 31, 2020 and September 30, 2021 (unaudited), 30% and 38% of the total Class B equity interests of SymetryML Holdings are owned by noncontrolling interests, respectively.

Segment And Geographic Information

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Segment and Geographic Information

15. SEGMENT AND GEOGRAPHIC INFORMATION

ASC 280 establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in ASC 280, Management has determined that the Company operates as one segment. The Company’s chief operating decision maker (“CODM”) reviews financial information on an aggregated and consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance.

While the Company has sales offices in different geographical regions, which results in a possibility for different operating segments by region, the Company is not managed by geographical locations. As the CODM does not review operating results by geographic location, determining operating segments in this manner would not be appropriate. Therefore, the Company has one reportable segment.

Geographic Data

Revenue by geographic region for the years ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 and 2020 (unaudited) was as follows:


	Year ended December 31,				Nine months ended September 30,
	2020		2019		2021		2020
							(unaudited)
Canada	$	1,834	$	623	$	2,292	$	728
United Kingdom		140		164		390		35
U.S.		119,041		119,619		107,667		73,143
Other		—		—		19		4

Total	$	121,015	$	120,406	$	110,368	$	73,910

Total consolidated long-lived assets are all located in the U.S.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

Basis of Presentation and Principles of Consolidation

Summary of Significant Accounting Policies (Policies)

2 Months Ended

9 Months Ended

Mar. 02, 2021

Dec. 31, 2020

Sep. 30, 2021

Use of Estimates

Income Taxes

Fair Value of Financial Instruments


Level 1—		Observable inputs such as quoted prices in active markets.

Level 2—		Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices identical or similar assets and liabilities in markets that are not active.

Level 3—		Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure.

non-recurring

basis if they are deemed to be impaired as a result of an impairment review (Refer to Note 6—

Property and Equipment,

and Note 7—

Intangible Assets

The Company’s SAFE notes are measured at fair value, with the fair value measurements using significant unobservable inputs (Level 3) (Refer to Note 11—

SAFE Notes

Recently Issued Accounting Standards

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2016-18,

Statement of Cash Flows

2016-18

as of January 1, 2019.

In January 2017, the FASB issued ASU

No. 2017-04,

Intangibles

—

Goodwill and Other

(Topic 350)

: Simplifying the Test for Goodwill Impairment

(“ASU

2017-04”).

Under ASU

2017-04

ASU

2018-13,

non-public

In August 2020, the FASB issued ASU

2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entities Own Equity (Subtopic

815-40).”

This ASU simplifies accounting for convertible instruments by eliminating two of the three models in

ASC 470-20

Accounting Pronouncements Issued Not Yet Adopted

In February 2016, the FASB issued ASU

2016-02,

Leases

(Topic 842) (“ASU

2016-02”),

right-of-use

2016-02

supersedes the previous leases standard, ASC 840, Leases. ASU

2016-02,

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments

—

Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”),

which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting

2016-13,

In December 2019, the FASB issued ASU

2019-12,

Income Taxes

(Topic 740) (“ASU

2019-12”),

2019-12

simplifies accounting guidance for intra-period allocations, deferred tax

liabilities, year-to-date

losses in interim periods, franchise taxes,

step-up

in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU

2019-12

In March 2020, the FASB issued ASU

2020-04,

Reference Rate Reform (Topic 848) (“ASU

2020-04”),

subsequently clarified in January 2021 by ASU

2021-01,

Reference Rate Reform (Topic 848) (“ASU

2021-01”).

ASU 2020-04

and ASU

2021-01

2020-04

and ASU

2021-01

will have on the Consolidated Financial Statements.

Unaudited Interim Consolidated Financial Statements

Segments

The Company operates in one segment in accordance with ASC Topic 280,

Segment Reporting

Segment and Geographic Information

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Accounts Receivable, Net of Allowance for Doubtful Accounts

Prepaid Expenses

Property and Equipment, Net


Description	Estimated Life (Years)
Computer equipment		5
Leasehold improvements		5	*

*	Leasehold improvements are depreciated over the lesser of the useful life of the improvement or lease term.

Intangibles Assets

Intangible assets primarily consist of acquired software,

non-compete

The Company’s intangible assets are being amortized over their estimated useful lives as follows:


Description		Estimated Life (Years)
Software		2 – 6
Non-compete agreements		5
Customer relationships		6 – 7
Trademarks/tradenames		9 – 15

Software Development Costs

Development costs associated with certain solutions offered exclusively through software as a service model are accounted for in accordance with ASC Topic

350-40,

Internal-Use

Software (“ASC

350-40”).

Under ASC

350-40

Impairment of Long-Lived Assets

Goodwill

For purposes of the goodwill impairment test, the Company has determined the business operates in one reporting unit.

Goodwill)

Revenue

2014-09

(Topic 606),

Revenue from Contracts with Customers

(“ASC 606”). (Refer to Note 3—

Revenue Recognition).

Expenses

Platform Operations

Sales and Marketing

Technology and Development

General and Administrative Expense

Rent Expense

Equity-based Compensation

Equity Based Compensation Expense

)

Debt Issuance Cost

line-of-credit

470-50,

Debt—Modifications and Extinguishments (“ASC

470-50”)).

Contingencies

Deferred Transaction Costs and Transaction Costs Payable

paid-in

capital at the closing of the transaction when the proceeds are received.

As of September 30, 2021 (unaudited), the Company had recorded $731 of transaction costs payable to advisers, which is included in Accrued expenses.

Cash and Cash Equivalents

Basis of Presentation

classify all Class A common shares as Class A common stock subject to possible redemption in temporary equity as of September 30, 2021 (see Note 11).

Emerging Growth Company

non-emerging

Emerging Growth Company

non-emerging

Emerging Growth Company

non-emerging

Use of Estimates

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Use of Estimates

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $797,602 in cash and no cash equivalents as of September 30, 2021.

Income Taxes

more-likely-than-not

Income Taxes

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The provision for income taxes was deemed to be immaterial for the period from November 12, 2020 (inception) through December 31, 2020.

Income Taxes

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The provision for income taxes was deemed to be immaterial for the three and nine months ended September 30, 2021.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 31,625,000 shares of Class A Common Stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Cash Held in Trust Account

At March 2, 2021, the assets held in the Trust Account were held in cash.

Cash Held in Trust Account

At September 30, 2021, the assets held in the Trust Account were invested in a money market fund.

Concentration of Credit Risk

Net Loss Per Share

Net Loss Per Common Share

Net Loss Per Share

The Company’s condensed statement of operations applies the

two-class

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
Class A common stock
Net loss allocable to Class A common stock	$	(3,680,202	)	$	(2,193,437	)
Basic and diluted weighted average shares outstanding		31,625,000			24,674,451

Basic and diluted net loss per share	$	(0.12	)	$	(0.09	)

Non-Redeemable Class B common stock
Net loss allocable to Class B common stock	$	(920,051	)	$	(702,826	)
Basic and diluted weighted average shares outstanding		7,906,250			7,906,250

Basic and diluted net loss per share	$	(0.12	)	$	(0.09	)

Fair Value of Financial Instruments

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Offering Costs

Subsequent Events

non-recognized

subsequent events that would have required adjustment or disclosure in the financial statements, except as follows.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Summary of calculation of basic and diluted net income (loss) per ordinary share

The computation of basic and diluted EPU is as follows:


	Year Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020

					(unaudited)
Net income (loss) attributable to common members	$	7,327	$	5,487	$	6,688	$	(288	)
Weighted-average common units outstanding:
Basic		43,399,728		43,367,583		43,499,745		43,395,968
Diluted		43,399,728		43,367,583		47,841,702		43,395,968
Net income (loss) per common unit:
Basic	$	0.17	$	0.13	$	0.15	$	(0.01	)
Diluted	$	0.17	$	0.13	$	0.14	$	(0.01	)

Summary of Property Plant And Equipment Estimated Useful Lives

The estimated useful lives of the Company’s property and equipment are as follows:


Description	Estimated Life (Years)
Computer equipment		5
Leasehold improvements		5	*

*	Leasehold improvements are depreciated over the lesser of the useful life of the improvement or lease term.

Summary of Finite Lived Intangible Assets Useful Lives

The Company’s intangible assets are being amortized over their estimated useful lives as follows:


Description		Estimated Life (Years)
Software		2 – 6
Non-compete agreements		5
Customer relationships		6 – 7
Trademarks/tradenames		9 – 15

Summary of calculation of basic and diluted net income (loss) per ordinary share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
Class A common stock
Net loss allocable to Class A common stock	$	(3,680,202	)	$	(2,193,437	)
Basic and diluted weighted average shares outstanding		31,625,000			24,674,451

Basic and diluted net loss per share	$	(0.12	)	$	(0.09	)

Non-Redeemable Class B common stock
Net loss allocable to Class B common stock	$	(920,051	)	$	(702,826	)
Basic and diluted weighted average shares outstanding		7,906,250			7,906,250

Basic and diluted net loss per share	$	(0.12	)	$	(0.09	)

Net Income Per unit (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The computation of basic and diluted EPU is as follows:


	Year Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020

					(unaudited)
Net income (loss) attributable to common members	$	7,327	$	5,487	$	6,688	$	(288	)
Weighted-average common units outstanding:
Basic		43,399,728		43,367,583		43,499,745		43,395,968
Diluted		43,399,728		43,367,583		47,841,702		43,395,968
Net income (loss) per common unit:
Basic	$	0.17	$	0.13	$	0.15	$	(0.01	)
Diluted	$	0.17	$	0.13	$	0.14	$	(0.01	)

Accounts Receivable Net (Tables)

9 Months Ended

Sep. 30, 2021

Receivables [Abstract]

Schedule Of Accounts Receivable

Accounts receivable as of December 31, 2020 and 2019 and September 30, 2021 (unaudited) consisted of the following:


	As of December 31,						As of September 30,
	2020			2019			2021
							(unaudited)
Accounts receivables	$	47,132			42,915			38,893
Other receivables		340			225			352

		47,472			43,140			39,245
Less: provision for bad debts		(457	)		(376	)		(359	)

Total	$	47,015			42,764			38,886

Property And Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property and Equipment, net as of December 31, 2020 and 2019 and September 30, 2021 (unaudited) consisted of the following:


	As of December 31,						As of September 30,
	2020			2019			2021
							(unaudited)
Computers and equipment	$	659		$	587		$	726
Leasehold improvements		—			62			—

		659			649			726
Less: accumulated depreciation		(333	)		(293	)		(364	)

Total	$	326		$	356		$	362

IntangibleAssets, Net - (Tables)

9 Months Ended

Sep. 30, 2021

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Intangible Assets Net

Intangible assets, net as of December 31, 2020 and 2019 and September 30, 2021 (unaudited) consisted of the following:


	Remaining Weighted Average Useful Life (in years)		As of December 31, 2020
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		2.0	$	9,124	$	(8,138	)	$	986
Capitalized software costs		1.4		5,275		(3,334	)		1,941
Customer relationships		3.0		31,726		(18,227	)		13,499
Trademarks/tradename		6.0		10,243		(4,115	)		6,128
Non-compete agreements		1.0		1,519		(1,223	)		296

Total			$	57,887	$	(35,037	)	$	22,850


	Remaining Weighted Average Useful Life (in years)		As of December 31, 2019
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		3.0	$	9,124	$	(7,624	)	$	1,500
Capitalized software costs		2.2		3,118		(1,699	)		1,419
Customer relationships		4.0		31,726		(13,712	)		18,014
Trademarks/tradename		7.0		10,243		(3,094	)		7,149
Non-compete agreements		2.0		1,519		(920	)		599

Total			$	55,730	$	(27,049	)	$	28,681


	Remaining Weighted Average Useful Life (in years)		As of September 30, 2021 (unaudited)
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		1.3	$	9,124	$	(8,524	)	$	600
Capitalized software costs		1.1		6,875		(4,818	)		2,057
Customer relationships		2.3		31,726		(21,612	)		10,114
Trademarks/tradename		5.3		10,240		(4,879	)		5,361
Non-compete agreements		0.3		1,519		(1,451	)		68

Total			$	59,484	$	(41,284	)	$	18,200

Schedule of Amortization expense

Amortization expense was included in the Company’s Consolidated Statements of Operations as follows:


	Year ended December 31,				Nine months ended September 30,
	2020		2019		2021		2020

					(unaudited)
Platform operations	$	1,720	$	3,401	$	1,482	$	1,255
Sales and marketing		5,489		5,522		4,110		4,118
Technology and development		465		—		419		326
General and administrative		314		314		236		235

Total	$	7,988	$	9,237	$	6,247	$	5,934

Schedule of Future Amortization of Intangible Assets

The following is a schedule for the next five years of future amortization of intangible assets:


	Year ended December 31,
2021	$	6,345
2022	$	6,003
2023	$	5,496
2024	$	1,021
2025	$	1,021

Segment And Geographic Information (Tables)

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Schedule of Segment and Geographic Information

Revenue by geographic region for the years ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 and 2020 (unaudited) was as follows:


	Year ended December 31,				Nine months ended September 30,
	2020		2019		2021		2020
							(unaudited)
Canada	$	1,834	$	623	$	2,292	$	728
United Kingdom		140		164		390		35
U.S.		119,041		119,619		107,667		73,143
Other		—		—		19		4

Total	$	121,015	$	120,406	$	110,368	$	73,910

Commitments (Tables)

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rental payments for operating leases

Approximate future minimum lease payments for the Company’s

non-cancelable

operating leases are as follows as of December 31, 2020:


	Year ended December 31,
2021	$	3,810
2022		2,790
2023		2,867
2024		2,867
2025		2,867
Thereafter		7,884

Total	$	23,085

Fair Value Measurements (Tables) - Mcap Acquisition Corp [Member]

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Schedule of company's assets and liabilities that are measured at fair value


	Level		March 2, 2021
Assets:
Cash and marketable securities held in Trust Account		1	$	316,250,000
Liabilities:
Public Warrants		3	$	14,442,083
Private Placement Warrants		3	$	8,376,666

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception.


	Level		September 30, 2021
Assets:
Cash and marketable securities held in Trust Account		1	$	316,270,386
Liabilities:
Public Warrants		1	$	11,385,000
Private Placement Warrants		3	$	12,206,000

Schedule of significant inputs to the Monte Carlo Simulation for the fair value

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


	March 2, 2021
Risk-free interest rate		0.071	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.5
Stock price	$	9.55

On March 2, 2021, the Private Placement Warrants and Public Warrants were determined to be $1.40 and $1.37 per warrant for aggregate values of $8,376,666 and $14,442,083, respectively.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


Input	March 2, 2021
Risk-free interest rate		0.71	%
Expected term (years)		7
Expected Volatility		13	%
Exercise Price	$	11.50
Stock price	$	9.55

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at September 30, 2021:


Input	September 30, 2021
Risk-free interest rate		0.98	%
Expected term (years)		5.1
Expected Volatility		12	%
Exercise Price	$	11.50
Stock price	$	9.87

Schedule of change in the fair value of the warrant liabilities

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement		Public			Warrant Liabilities
Fair value	$	—	$	—		$	—
Initial Measurement on March 2, 2021		8,376,666		14,442,083			22,818,749
Change in valuation inputs or other assumptions (1)(2)		3,829,334		(3,057,083	)		772,251

Fair value as of September 30, 2021	$	12,206,000	$	11,385,000		$	23,591,000

(1)	Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.

(2)

Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Mar. 02, 2021

Sep. 30, 2021

Restatement of Previously Issued Balance Sheet


	As Previously Reported			Adjustment			As Restated
Balance sheet as of March 2, 2021
Warrant liability	$	—		$	22,818,749		$	22,818,749
Total liabilities		12,185,686			22,818,749			35,004,435
Class A common stock subject to possible redemption (1)		302,376,840			13,873,160			316,250,000
Class A common stock		140			(140	)		—
Additional paid in capital		5,018,601			(5,018,601	)		—
Accumulated deficit		(19,522	)		(31,673,168	)		(31,692,690	)

(1)	Shares of Class A common stock subject to possible redemption as Previously Reported as of March 2, 2021 were 30,237,684, were Adjusted by 1,387,316 and are As Restated at 31,625,000.

The following tables are a summary of certain financial data for the period ended March 2, 2021 and for the quarters ended March 31, 2021 and June 30, 2021.


	As Previously Restated			Adjustments			As Restated
	March 2, 2021						March 2, 2021
Total assets	$	319,562,536		$	—		$	319,562,536
Total liabilities		35,004,435			—			35,004,435
Temporary equity (Class A ordinary shares subject to possible redemption)		279,558,090			36,691,910			316,250,000
Permanent equity:
Preferred stock		—			—			—
Class A common stock		368			(368	)		—
Class B common stock		791			—			791
Additional paid-in capital		5,850,752			(5,850,752	)		—
Accumulated deficit		851,900			(30,840,790	)		(31,692,690	)
Total permanent equity		5,000,011			(36,691,910	)		(31,691,899	)

	March 31, 2021						March 31, 2021
Total assets	$	318,615,345		$	—		$	318,615,345
Total liabilities		33,989,034			—			33,989,034
Temporary equity (Class A ordinary shares subject to possible redemption)		279,626,302			36,629,820			316,256,122
Permanent equity:
Preferred stock		—			—			—
Class A common stock		367			(367	)		—
Class B common stock		791			—			791
Additional paid-in capital		5,782,541			(5,782,541	)		—
Accumulated deficit		(783,690	)		(30,846,912	)		(31,630,602	)
Total permanent equity		5,000,009			(36,629,820	)		(31,629,811	)
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	6,122		$	(443,116	)	$	(436,994	)
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		30,237,684			(19,696,017	)		10,541,667
Earnings per share basic and diluted redeemable Class A common stock	$	—		$	(0.04	)	$	(0.04	)
Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	(770,862	)	$	443,116		$	(327,746	)
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		8,353,274			(447,024	)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	(0.09	)	$	0.05		$	(0.04	)


	As Previously Restated		Adjustments			As Restated
	June 30, 2021					June 30, 2021
Total assets	$	318,156,764	$	—		$	318,156,764
Total liabilities		31,061,723		—			31,061,723
Temporary equity (Class A ordinary shares subject to possible redemption)		282,095,033		34,171,283			316,266,316
Permanent equity:
Preferred stock		—		—			—
Class A common stock		342		(342	)		—
Class B common stock		791		—			791
Additional paid-in capital		3,313,835		(3,313,835	)		—
Accumulated deficit		1,685,040		(30,857,790	)		(29,172,750	)
Total permanent equity		5,000,008		(34,171,967	)		(29,171,959	)
Three Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	10,194	$	1,964,790		$	1,974,984
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		27,962,071		3,662,929			31,625,000
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06		$	0.06
Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	2,458,536	$	(1,964,790	)	$	493,746
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		11,569,179		(3,662,929	)		7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.21	$	(0.15	)	$	0.06
Six Months Ended June 30, 2021
Redeemable Class A common stock
Numerator:
Allocation of loss to redeemable Class A common stock	$	16,316	$	1,223,881		$	1,240,197
Denominator: weighted average redeemable Class A common stock shares
Redeemable Class A common stock shares, basic and diluted		28,526,273		(7,384,698	)		21,141,575
Earnings per share basic and diluted redeemable Class A common stock	$	—	$	0.06		$	0.06
Non-Redeemable Class common stock
Numerator:
Allocation of loss to non-redemable Class B common stock	$	1,687,674	$	(1,223,881	)	$	463,793
Denominator: weighted average non-redeemable Class A and B common stock
Non-Redeemable Class B common stock shares, basic and diluted		9,977,775		—			7,906,250
Loss per share basic and diluted non-redeemable Class B common stock	$	0.17	$	(0.11	)	$	0.06

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses as of December 31, 2020 and 2019 and September 30, 2021 (unaudited) consist of the following:


	As of December 31,				As of September 30,
	2020		2019		2021
					(unaudited)
Income taxes payable	$	3,878	$	1,178	$	1,000
Sales and use taxes payable		190		65		195
Deferred revenues		42		—		59
Other liabilities		1,889		3,756		3,933

Total	$	5,999	$	4,999	$	5,187

Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Debt consists of the following as of December 31, 2020 and 2019 and as of September 30, 2021 (unaudited):


	As of December 31,						As of September 30,
	2020			2019			2021
							(unaudited)
Term Loan Payable	$	26,187		$	32,958		$	24,368
Less: Deferred financing fees		(155	)		(375	)		(37	)

		26,032			32,583			24,331
Less: Current portion of Term Loan Payable, net		(26,032	)		(2,425	)		(24,331	)

Term Loan, net of current portion	$	—		$	30,158		$	—

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Schedule Of Components Of Income Before Income Taxes

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

The components of income (loss) from operations before income taxes consist of the following for the years ended December 31, 2020 and 2019:


	Year Ended December 31,
	2020			2019
Domestic	$	9,946		$	7,468
Foreign		(471	)		48

Income from operations before income taxes	$	9,475		$	7,516

Schedule Of Components Income Tax Expense Benefit

Components of the provision for income taxes consist of the following for the years ended December 31, 2020 and 2019:


	Year Ended December 31,
	2020			2019
Current provision (benefit):
Federal	$	3,465		$	2,744
State and local		1,643			976
Foreign		(11	)		21

Total current provision		5,097			3,741
Deferred benefit:
Federal		(1,614	)		(1,412	)
State and local		(703	)		(300	)
Foreign		—			—

Total deferred benefit		(2,317	)		(1,712	)

Provision for income taxes	$	2,780		$	2,029

Schedule Of Effective Income Tax Rate Reconciliation

Reconciliation of the federal statutory rate to the Company’s effective tax rate is the following for the years ended December 31, 2020 and 2019:


	Year Ended December 31,
	2020			2019
Federal income tax rate		21.00	%		21.00	%
State and local taxes, net of federal benefit		7.68	%		4.09	%
Foreign rate differential		-0.27	%		0.15	%
Permanent items		1.18	%		4.03	%
Research and development credits		-2.96	%		-3.99	%
Equity option forfeitures		1.38	%		0.00	%
Change in valuation allowance		1.20	%		0.00	%
State FIN 48		0.14	%		1.63	%
Other		0.00	%		-0.03	%

Effective tax rate		29.35	%		26.88	%

Schedule Of Deferred Tax Assets And Liabilities

The tax effects of significant temporary differences that comprise deferred tax assets and liabilities were as of December 31, 2020 and 2019:


	As of December 31,
	2020			2019
Deferred tax assets:
Accrued expenses	$	598		$	171
Deferred rent		505			371
Investments		30			202
Net operating losses		353			7
Reserves		178			121
Equity-based compensation		389			387
Uncertain Tax Positions		86			81
Disallowed Interest Expense		—			—

Deferred tax assets		2,139			1,340
Valuation Allowance		(114	)		—

Net deferred tax asset		2,025			1,340
Deferred tax liabilities:
Property & equipment		(315	)		(869	)
Intangible assets		(6,230	)		(7,308	)

Deferred tax liabilities		(6,545	)		(8,177	)

Deferred income taxes	$	(4,520	)	$	(6,837	)

Schedule Of Unrecognized Tax Benefits

Substantially all of these unrecognized tax benefits, if recognized, would benefit our effective income tax rate.


	Year Ended December 31,
	2020		2019
Unrecognized tax benefits—beginning of period	$	380	$	169
Tax position changes—current period		—		211

Unrecognized tax benefits—end of period		380		380
Interest and penalties—end of period		27		8

Total liabilities related to uncertain tax positions	$	407	$	388

Equity-Based Compensation Expense (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Expensed and Capitalized, Amount

The following table summarizes the total equity-based compensation expense included in the Consolidated Statements of Operations:


	Year Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020


					(unaudited)
General and administrative	$	657	$	776	$	382	$	547

Total equity-based compensation expense	$	657	$	776	$	382	$	547

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The following summarizes the Company’s equity option plan and the activity for the years ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 (unaudited):


	Equity Option Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2018		3,328,500		$	0.78		8.18
Granted		2,547,500			1.15
Exercised		—			—
Forfeited		(138,750	)		0.75
Outstanding at December 31, 2019		5,737,250		$	0.95		8.26
Granted		—			—
Exercised		(120,000	)		0.84
Forfeited		(646,875	)		1.00

Outstanding at December 31, 2020		4,970,375		$	0.94		6.04

Vested or expect to vest as of December 31, 2020		4,970,375		$	0.94		6.04

Vested and exercisable at December 31, 2020		3,745,500		$	0.92		5.44


	Equity Option Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
	(unaudited)
Outstanding at December 31, 2020		4,970,375		$	0.94		6.04
Granted		—			—
Exercised		(21,250	)		0.85
Forfeited		(6,250	)		1.15

Outstanding at September 30, 2021		4,942,875		$	0.94		5.46

Vested or expect to vest as of September 30, 2021		4,942,875		$	0.94		5.46

Vested and exercisable at September 30, 2021		3,789,250		$	0.89		4.57

Schedule of Nonvested Restricted Stock Units Activity

A summary of the RIU activity for the nine months ended September 30, 2021 (unaudited), is as follows:


	Equity Option Awards		Weighted Average Grant-Date Fair Value per Unit
Nonvested as of December 31, 2020		—	$	—
Granted		541,900		16.12
Vested		—		—
Forfeited		—		—
Nonvested as of September 30, 2021		541,900	$	16.12

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions


	2019 Grants
Expected term (years)		7.0
Expected volatility		58.5	%
Risk free interest rate		2.14	%
Expected dividend yield		—

Members' Equity (Tables)

9 Months Ended

Sep. 30, 2021

Members' Equity [Abstract]

Schedule of Common Units Issued and Outstanding

At December 31, 2020 and 2019 and September 30, 2021 (unaudited) the common units issued and outstanding were:


	December 31, 2020		December 31, 2019		September 30, 2021
					(unaudited)
Voting Class A Common Units		26,000,000		26,000,000		26,000,000
Non-Voting Class B Common Units		17,333,333		17,333,333		17,333,333
Non-Voting Class C Common Units		154,250		34,250		175,500

Total		43,487,583		43,367,583		43,508,833

Description of Organization and Business Operations (Details)					2 Months Ended	7 Months Ended	9 Months Ended					12 Months Ended
	Mar. 02, 2021 USD ($) Day $ / shares shares	Feb. 03, 2021 $ / shares shares	Nov. 12, 2020 shares	Nov. 12, 2020	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares Day shares	Sep. 30, 2021 USD ($) $ / shares Month shares	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Jul. 27, 2021 Mergers	Dec. 21, 2020 shares	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable						$ 11,068,750	$ 11,068,750	$ 11,068,750	$ 11,068,750	$ 11,068,750	$ 11,068,750
Cash and Cash Equivalents, at Carrying Value					$ 16,717,000	22,640,000	22,640,000	22,640,000	22,640,000	22,640,000	22,640,000	$ 16,717,000			$ 16,277,000	$ 6,818,000
Number of merger transactions \| Mergers													4
Net working capital						20,453,000	20,453,000	20,453,000	20,453,000	20,453,000	20,453,000
Long term debt, Current					26,032,000	24,331,000	24,331,000	24,331,000	24,331,000	24,331,000	24,331,000	26,032,000				2,425,000
Revolving Credit Facility [Member]
Subsidiary, Sale of Stock [Line Items]
Line of credit facility, Remaining borrowing capacity						6,500,000	6,500,000	6,500,000	6,500,000	6,500,000	6,500,000
Term Loans [Member]
Subsidiary, Sale of Stock [Line Items]
Long term debt, Current					26,032,000	24,331,000	$ 24,331,000	24,331,000	24,331,000	24,331,000	24,331,000	$ 26,032,000				$ 2,425,000
Long term debt, Current maturities, Repayment terms							December of 2021
Coronavirus Aid Relief And Economic Security Act The CARES Act [Member]
Subsidiary, Sale of Stock [Line Items]
Number of years within which deferred employer portion of social security tax must be paid							2 years
Deferred employer portion of social security tax, Assumption												however, the Company expects to repay the deferred tax within the 2021 fiscal year and the Company has therefore classified it as a current liability
Employee Related Liabilities Current [Member] \| Coronavirus Aid Relief And Economic Security Act The CARES Act [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred employer portion of social security tax, Current					$ 930,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 930,000
Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum	1		5,000,001	1
Sale of Units, net of underwriting discounts (in shares) \| shares	31,625,000
Sale of Private Placement Warrants (in shares) \| shares	5,983,333					5,983,333	5,983,333	5,983,333	5,983,333	5,983,333	5,983,333
Price of warrant \| $ / shares	$ 1.50					$ 1.50	$ 1.50	$ 1.50	$ 1.50	$ 1.50	$ 1.50
Proceeds from sale of Private Placement Warrants								$ 8,975,000
Payments for investment of cash in Trust Account								316,250,000
Shares Issued, Price Per Share \| $ / shares	$ 10.00				$ 10.00							$ 10.00
Transaction Costs	$ 17,853,629					$ 17,853,629	$ 17,853,629	17,853,629	$ 17,853,629	$ 17,853,629	$ 17,853,629
Underwriting fees	6,325,000					6,325,000	6,325,000	6,325,000	6,325,000	6,325,000	6,325,000
Deferred underwriting fee payable	11,068,750					11,068,750	11,068,750	11,068,750	11,068,750	11,068,750	11,068,750
Other offering costs	459,879					459,879	459,879	459,879	459,879	459,879	459,879
Cash and Cash Equivalents, at Carrying Value	$ 2,431,242				$ 25,000	797,602	797,602	797,602	797,602	797,602	797,602	$ 25,000
Working capital surplus						706,131	$ 706,131	706,131	$ 706,131	$ 706,131	$ 706,131
Condition for future business combination use of proceeds percentage	80										80
Condition for future business combination threshold Percentage Ownership	50										50
Condition for future business combination threshold Net Tangible Assets	$ 5,000,001				$ 5,000,001							$ 5,000,001
Redemption period upon closure	10 days				10 days
Maximum Allowed Dissolution Expenses	$ 100,000				$ 100,000			$ 100,000
Months to complete acquisition	24								10	24
Threshold Minimum Aggregate Fair Market Value As Percentage Of Assets Held In Trust Account					80.00%
Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination					50.00%
Threshold Percentage Of Public Shares Subject To Redemption Without Company Prior Written Consent	15.00%				15.00%
Initial Stock Redemption Price Following Business Combination \| $ / shares					$ 10.00
Working Capital Deficit					$ 140,584
IPO [Member] \| Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares	31,625,000	31,625,000			27,500,000
Proceeds from Issuance Initial Public Offering	$ 316,250,000
Payments for investment of cash in Trust Account	$ 316,250,000					$ 316,250,000
Shares Issued, Price Per Share \| $ / shares	$ 10.00	$ 10.00			$ 10.00							$ 10.00
Deferred underwriting fee payable					$ 9,625,000							$ 9,625,000
Cash and Cash Equivalents, at Carrying Value	$ 2,431,242
Private Placement [Member] \| Private Placement Warrants \| Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	5,983,333				5,433,333	5,983,333	5,983,333	5,983,333	5,983,333	5,983,333	5,983,333	5,433,333
Price of warrant \| $ / shares	$ 1.50				$ 1.50	$ 1.50	$ 1.50	$ 1.50	$ 1.50	$ 1.50	$ 1.50	$ 1.50
Proceeds from sale of Private Placement Warrants	$ 8,975,000				$ 8,150,000			$ 8,975,000
Over-Allotment Option [Member] \| Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares) \| shares	4,125,000				31,625,000
Deferred underwriting fee payable					$ 11,068,750							$ 11,068,750
Over-Allotment Option [Member] \| Private Placement Warrants \| Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares					5,983,333							5,983,333		5,983,333
Proceeds from sale of Private Placement Warrants					$ 8,975,000

Summary of Significant Accounting Policies (Details) - USD ($)			2 Months Ended	9 Months Ended		12 Months Ended
	Mar. 02, 2021	Feb. 25, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Unrecognized tax benefits			$ 380,000			$ 380,000	$ 380,000	$ 169,000
Unrecognized tax benefits accrued for interest and penalties			27,000			27,000	8,000
Cash subject to federal depository insurance			250,000	$ 250,000	$ 250,000	250,000	250,000
Stock dividend (in shares)	0.1
Restricted cash current			50,000	105,000	112,000	50,000	273,000
Prepaid expenses current			991,000	1,307,000		$ 991,000	1,097,000
Software development costs period of amortization						2 years
Impairment of capitalized software development costs				0	0	$ 0	0
Impairment of long lived assets held for use				0	0	0	0
Allocated overhead costs platform operations				961,000	913,000	1,201,000	1,183,000
Advertising costs				236,000	111,000	149,000	200,000
Allocated overhead costs sales and marketing				1,639,000	1,718,000	2,257,000	2,252,000
Allocated overhead costs technology and development				572,000	634,000	801,000	887,000
Allocated overhead costs general and administration				217,000	$ 230,000	298,000	$ 342,000
Professional fees payable current				731,000
Mcap Acquisition Corp [Member]
Cash	$ 2,431,242			797,602
Cash equivalents	0			0
Unrecognized tax benefits	0		0	0		0
Unrecognized tax benefits accrued for interest and penalties	0		0	0		0
Offering costs			96,500	363,379
Cash subject to federal depository insurance	250,000		$ 250,000	250,000		$ 250,000
Stock dividend (in shares)		718,750
Prepaid expenses current	881,294			$ 454,364
Mcap Acquisition Corp [Member] \| IPO [Member]
Offering costs	$ 17,853,629
Class A Common Stock Subject to Redemption \| Mcap Acquisition Corp [Member]
Temporary Equity, Shares Outstanding	31,625,000		0	31,625,000		0
Common Class B [Member]
Stock dividend (in shares)		0.1
Common Class B [Member] \| Mcap Acquisition Corp [Member]
Shares Subject To Forfeiture			1,031,250			1,031,250
Stock dividend (in shares)	0.1	0.1	0.1

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Weighted average shares outstanding, basic		43,499,745	43,395,968	43,399,728	43,367,583
Weighted average shares outstanding, diluted		47,841,702	43,395,968	43,399,728	43,367,583
Net loss per share of common stock, basic		$ 0.15	$ (0.01)	$ 0.17	$ 0.13
Common Class A [Member] \| Mcap Acquisition Corp [Member]
Net loss allocable to common stock	$ (3,680,202)	$ (2,193,437)
Class A Common Stock Subject to Redemption \| Mcap Acquisition Corp [Member]
Weighted average shares outstanding, basic	31,625,000
Weighted average shares outstanding, diluted	31,625,000	24,674,451
Net loss per share of common stock, basic	$ (0.12)	$ (0.09)
Class B non-redeemable common stock \| Mcap Acquisition Corp [Member]
Net loss allocable to common stock	$ (920,051)	$ (702,826)
Weighted average shares outstanding, diluted	7,906,250	7,906,250
Net loss per share of common stock, basic	$ (0.12)	$ (0.09)
Class A and Class B Non Redeemable Common Stock [Member] \| Mcap Acquisition Corp [Member]
Weighted average shares outstanding, basic	7,906,250
Weighted average shares outstanding, diluted		7,906,250
Net loss per share of common stock, basic	$ (0.12)	$ (0.09)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Summary of Significant Accounting Policies - Summary of Property Plant And Equipment Estimated Useful Lives (Details)	9 Months Ended
	Sep. 30, 2021
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Leaseholds and Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

Summary of Significant Accounting Policies - Summary of Finite Lived Intangible Assets Useful Lives (Details)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years 3 months 18 days	6 years	7 years
Minimum [Member] \| Software and Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	2 years
Minimum [Member] \| Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	6 years
Minimum [Member] \| Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	9 years
Maximum [Member] \| Software and Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	6 years
Maximum [Member] \| Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	7 years
Maximum [Member] \| Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years

Initial Public Offering (Details) - Mcap Acquisition Corp [Member] - $ / shares			2 Months Ended
	Mar. 02, 2021	Feb. 03, 2021	Dec. 31, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Number of units sold	31,625,000
Shares Issued, Price Per Share	$ 10.00		$ 10.00
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common shares, par value, (per share)	$ 0.0001		$ 0.0001	$ 0.0001
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	31,625,000	31,625,000	27,500,000
Shares Issued, Price Per Share	$ 10.00	$ 10.00	$ 10.00
IPO [Member] \| Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1	1
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
IPO [Member] \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share			$ 0.0001
Number of shares in a unit			1
Number of warrants in a unit	1	1	1
Number of shares issuable per warrant			1
Exercise price of warrants			$ 11.50
IPO [Member] \| Public Warrants \| Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1	1
Exercise price of warrants	$ 11.50	$ 11.50
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,125,000		31,625,000

Revenue Recognition - Additional information (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue, Performance obligation, Description of payment terms	Typical payment terms are between net 30 and net 60 days.
Revenue, Performance obligation satisfied over time, Method used, Description	output method
Capitalized contract cost, Amortization period	1 year
Capitalized contract cost, Net	$ 0	$ 0	$ 0
Revenue, Remaining performance obligation, Optional exemption, Remaining duration	1 year
Minimum [Member]
Revenue, Performance obligation, Payment term	30 days
Maximum [Member]
Revenue, Performance obligation, Payment term	60 days

Net Income Per unit - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net income (loss) attributable to common members	$ 6,688	$ (288)	$ 7,327	$ 5,487
Weighted-average common units outstanding:
Basic	43,499,745	43,395,968	43,399,728	43,367,583
Diluted	47,841,702	43,395,968	43,399,728	43,367,583
Net income (loss) per common unit:
Basic	$ 0.15	$ (0.01)	$ 0.17	$ 0.13
Diluted	$ 0.14	$ (0.01)	$ 0.17	$ 0.13

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Private Placement Warrants

Net Income Per unit - Additional Information (Details) - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Stock Compensation Plan [Member]
Antidilutive securities excluded from computation of earnings per share, Amount	1,142,818	5,132,875	4,970,375	5,737,250

Accounts Receivable,Net - Schedule Of Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, before Allowance for Credit Loss, Current	$ 39,245	$ 47,472	$ 43,140
Less: provision for bad debts	(359)	(457)		$ (376)
Total	38,886	47,015		42,764
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, before Allowance for Credit Loss, Current	38,893	47,132		42,915
Other Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, before Allowance for Credit Loss, Current	$ 352	$ 340		$ 225

Accounts Receivable,Net - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for bad debt expense	$ 8	$ 159	$ 47	$ 155

Property And Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 726	$ 659	$ 649
Less: accumulated depreciation	(364)	(333)	(293)
Total	362	326	356
Computer and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	726	659	587
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 0	$ 0	$ 62

Property And Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation	$ 107	$ 112	$ 146	$ 128

IntangibleAssets, Net - Schedule of Intangible Assets Net (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross amount	$ 59,484			$ 57,887	$ 55,730
Accumulated amortization	(41,284)			(35,037)	(27,049)
Net carrying amount	$ 18,200			22,850	28,681
Software
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	1 year 3 months 18 days	2 years	3 years
Gross amount	$ 9,124			9,124	9,124
Accumulated amortization	(8,524)			(8,138)	(7,624)
Net carrying amount	$ 600			986	1,500
Capitalized software costs
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	1 year 1 month 6 days	1 year 4 months 24 days	2 years 2 months 12 days
Gross amount	$ 6,875			5,275	3,118
Accumulated amortization	(4,818)			(3,334)	(1,699)
Net carrying amount	$ 2,057			1,941	1,419
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	2 years 3 months 18 days	3 years	4 years
Gross amount	$ 31,726			31,726	31,726
Accumulated amortization	(21,612)			(18,227)	(13,712)
Net carrying amount	$ 10,114			13,499	18,014
Trademarks/tradename
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	5 years 3 months 18 days	6 years	7 years
Gross amount	$ 10,240			10,243	10,243
Accumulated amortization	(4,879)			(4,115)	(3,094)
Net carrying amount	$ 5,361			6,128	7,149
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	3 months 18 days	1 year	2 years
Gross amount	$ 1,519			1,519	1,519
Accumulated amortization	(1,451)			(1,223)	(920)
Net carrying amount	$ 68			$ 296	$ 599

IntangibleAssets, Net - Schedule of Amortization expense (Details) - USD ($) $ in Thousands			9 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Finite Lived Intangible Assets Amortization Expense [Line Items]
Amortization of Intangible Assets	$ 7,988	$ 9,237	$ 6,247	$ 5,934	$ 7,988	$ 9,237
Platform operations
Finite Lived Intangible Assets Amortization Expense [Line Items]
Amortization of Intangible Assets			1,482	1,255	1,720	3,401
Sales and marketing
Finite Lived Intangible Assets Amortization Expense [Line Items]
Amortization of Intangible Assets			4,110	4,118	5,489	5,522
Technology and development
Finite Lived Intangible Assets Amortization Expense [Line Items]
Amortization of Intangible Assets			419	326	465	0
General and administrative
Finite Lived Intangible Assets Amortization Expense [Line Items]
Amortization of Intangible Assets			$ 236	$ 235	$ 314	$ 314

IntangibleAssets, Net - Schedule of Future Amortization of Intangible Assets (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2021	$ 6,345
2022	6,003
2023	5,496
2024	1,021
2025	$ 1,021

IntangibleAssets, Net - Additional Information (Details) - USD ($) $ in Thousands			9 Months Ended		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortization expense on intangible assets	$ 7,988	$ 9,237	$ 6,247	$ 5,934	$ 7,988	$ 9,237

Private Placement (Details) - Mcap Acquisition Corp [Member] - USD ($)		2 Months Ended	9 Months Ended
	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021	Dec. 21, 2020
Subsidiary, Sale of Stock [Line Items]
Number of warrants outstanding	5,983,333		5,983,333
Price of warrants	$ 1.50		$ 1.50
Aggregate purchase price			$ 8,975,000
Private Placement [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants outstanding	5,983,333	5,433,333	5,983,333
Price of warrants	$ 1.50	$ 1.50	$ 1.50
Aggregate purchase price	$ 8,975,000	$ 8,150,000	$ 8,975,000
Over-Allotment Option [Member] \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants outstanding		5,983,333		5,983,333
Aggregate purchase price		$ 8,975,000

Related Party Transactions - Founder Shares (Details)				2 Months Ended	9 Months Ended
Related Party Transactions - Founder Shares (Details)	Mar. 02, 2021 USD ($) Day $ / shares shares	Feb. 25, 2021 shares	Dec. 21, 2020 USD ($) shares	Dec. 31, 2020 USD ($) Day $ / shares shares	Sep. 30, 2021 Day $ / shares
Related Party Transaction [Line Items]
Number of shares issued	7,187,500
Share dividend	0.1
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| Day	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| Day	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days
Mcap Acquisition Corp [Member]
Related Party Transaction [Line Items]
Aggregate purchase price \| $				$ 25,000
Share dividend		718,750
Common Class B [Member]
Related Party Transaction [Line Items]
Share dividend		0.1
Common Class B [Member] \| Mcap Acquisition Corp [Member]
Related Party Transaction [Line Items]
Share dividend	0.1	0.1		0.1
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Number Of Shares Subject To Forfeiture				1,031,250
Founder Shares \| Sponsor \| Common Class B [Member]
Related Party Transaction [Line Items]
Aggregate purchase price \| $	$ 25,000
Founder Shares \| Sponsor \| Common Class B [Member] \| Mcap Acquisition Corp [Member]
Related Party Transaction [Line Items]
Number of shares issued			7,187,500
Aggregate purchase price \| $			$ 25,000
Share dividend		0.1
Aggregate number of shares owned	7,906,250	7,906,250
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%	20.00%		20.00%
Restrictions on transfer period of time after business combination completion	1 year			1 year	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12.00	$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| Day				20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| Day				30	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days	150 days
Number Of Shares Subject To Forfeiture				1,031,250

Related Party Transactions (Details) - USD ($)		2 Months Ended	9 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 02, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 21, 2020
Mcap Acquisition Corp [Member]
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 250,000
Price of warrant	$ 1.50		$ 1.50
Proceeds from promissory note - related party		$ 100,000	$ 150,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note							$ 300,000
Repayment of promissory note - related party	$ 250,000
Promissory Note with Related Party \| Mcap Acquisition Corp [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note	300,000	300,000			$ 300,000
Repayment of promissory note - related party	250,000
Proceeds from promissory note - related party		100,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month			10,000
Administrative Support Agreement \| Mcap Acquisition Corp [Member]
Related Party Transaction [Line Items]
Expenses per month	10,000	10,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant			$ 1.50
Related Party Loans \| Mcap Acquisition Corp [Member]
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000	$ 1,500,000			$ 1,500,000
Related Party Loans \| Mcap Acquisition Corp [Member] \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 1.50	$ 1.50			$ 1.50
Transaction And Professional Services Agreement \| H.I.G CAPITAL LLC
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party			$ 870,000
Related party transaction, annual management fee			653,000	$ 654,000	$ 872,000	$ 898,000
Related party transaction, amount outstanding		$ 0	$ 0		$ 0	$ 0

Commitments (Details)			2 Months Ended	9 Months Ended
Commitments (Details)	Mar. 02, 2021 USD ($) Day shares	Feb. 03, 2021 shares	Dec. 31, 2020 USD ($) Day shares	Sep. 30, 2021 USD ($)	Feb. 25, 2021 $ / Demand
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable				$ 11,068,750
Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities	3		3		3
Number of units sold \| shares	31,625,000
Number of days granted options to purchase underwriter	45 days
Percentage of cash underwriting discount	(2.00%)		(2.00%)	2.00%
Underwriter cash discount	$ 6,325,000			$ 6,325,000
Deferred underwriting fees (as a percent)	(3.50%)		(3.50%)	3.50%
Deferred underwriting fee payable	$ 11,068,750			$ 11,068,750
Over-Allotment Option [Member] \| Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	4,125,000		31,625,000
Number of days granted options to purchase underwriter	45 days		45 days
Underwriter cash discount			$ 6,325,000
Deferred underwriting fee payable			$ 11,068,750
IPO [Member] \| Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	31,625,000	31,625,000	27,500,000
Underwriter cash discount			$ 5,500,000
Deferred underwriting fee payable			$ 9,625,000
Over Allotments And Offering Price [Member] \| Mcap Acquisition Corp [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares			4,125,000

Commitments and Contingencies - Schedule of future minimum rental payments for operating leases (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2021	$ 3,810
2022	2,790
2023	2,867
2024	2,867
2025	2,867
Thereafter	7,884
Total	$ 23,085

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands					9 Months Ended		12 Months Ended
	Jul. 01, 2021	Apr. 20, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	May 25, 2021	May 24, 2021
Other Commitments [Line Items]
Lease termination expenses operating lease		$ 4,243
Operating Lease Agreement [Member]
Other Commitments [Line Items]
Letter of credit outstanding			$ 2,228	$ 2,505	$ 1,500		$ 2,228	$ 2,505
Operating lease rent expenses per month			$ 2	$ 73	2	$ 2
Operating lease sublease rental income per annum					0	318	318	538
Operating lease rental expenses per annum net					$ 2,871	$ 2,829	$ 3,774	$ 3,528
New Operating Lease Agreement [Member]
Other Commitments [Line Items]
Letter of credit outstanding									$ 1,500	$ 2,228
Palantir Foundry Agreement [Member]
Other Commitments [Line Items]
Professional fees payable per quarter	$ 1,000
Term of agreement	5 years
Americas [Member] \| New York
Other Commitments [Line Items]
Year of expiry of operating lease agreement			2028
Americas [Member] \| Operating Lease Agreement [Member]
Other Commitments [Line Items]
Operating lease term of rental agreement			3 years
Central America [Member] \| Operating Lease Agreement [Member]
Other Commitments [Line Items]
Operating lease term of rental agreement			3 years

Warrant Liability (Details)		2 Months Ended	9 Months Ended
Warrant Liability (Details)	Mar. 02, 2021 Day $ / shares shares	Dec. 31, 2020 Day $ / shares	Sep. 30, 2021 Day $ / shares shares
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Mcap Acquisition Corp [Member]
Class of Warrant or Right [Line Items]
Threshold trading days for redemption of public warrants \| Day	20
Warrants outstanding \| shares	5,983,333
Percentage of consideration receivable by the holders in business combination	70.00%		70.00%
Class of warrant or right redemption of warrants or rights stock price trigger	$ 0.10
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination	30 days	30 days
Warrant [Member] \| Mcap Acquisition Corp [Member]
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	20 days		20 days
Period of time within which registration statement is expected to become effective	60 days		60 days
Warrant [Member] \| Mcap Acquisition Corp [Member] \| Class A Common Stock
Class of Warrant or Right [Line Items]
Period of time within which registration statement is expected to become effective			60 days
Private Placement Warrants \| Mcap Acquisition Corp [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding \| shares			5,983,333
Public Warrants \| Mcap Acquisition Corp [Member]
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days		30 days
Warrant exercise period condition two	12 months		12 months
Public Warrants expiration term	5 years		5 years
Warrants outstanding \| shares	10,541,667		10,541,667
Class of warrant or right redemption of warrants or rights stock price trigger		$ 18.00
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 \| Mcap Acquisition Corp [Member]
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18.00	18.00	$ 18.00
Redemption price per public warrant (in dollars per share)		$ 0.01	$ 0.01
Threshold trading days for redemption of public warrants \| Day		20	20
Threshold consecutive trading days for redemption of public warrants \| Day	30	30	30
Redemption period	30 days	30 days	30 days

Stockholders' Equity - Preferred Stock Shares (Details) - Mcap Acquisition Corp [Member] - $ / shares	Sep. 30, 2021	Mar. 02, 2021	Dec. 31, 2020
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0
Preferred shares, shares outstanding	0	0	0

Stockholders' Equity - Common Stock Shares (Details)			2 Months Ended	9 Months Ended
Stockholders' Equity - Common Stock Shares (Details)	Mar. 02, 2021 Vote $ / shares shares	Feb. 25, 2021 shares	Dec. 31, 2020 Vote $ / shares shares	Sep. 30, 2021 Vote $ / shares shares
Class of Stock [Line Items]
Share dividend	0.1
Mcap Acquisition Corp [Member]
Class of Stock [Line Items]
Share dividend		718,750
Common Class A [Member]
Class of Stock [Line Items]
Common shares, votes per share \| Vote	1
Common Class A [Member] \| Mcap Acquisition Corp [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000		200,000,000	200,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote			1	1
Common shares, shares issued (in shares)	0		0	0
Common shares, shares outstanding (in shares)	0		0	0
Class A Common Stock Subject to Redemption \| Mcap Acquisition Corp [Member]
Class of Stock [Line Items]
Common shares, par value (in dollars per share) \| $ / shares			$ 0.0001
Class A common stock subject to possible redemption, outstanding (in shares)	31,625,000		0	31,625,000
Common Class B [Member]
Class of Stock [Line Items]
Share dividend		0.1
Ratio to be applied to the stock in the conversion				20
Common Class B [Member] \| Mcap Acquisition Corp [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000		20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1		1	1
Share dividend	0.1	0.1	0.1
Common shares, shares issued (in shares)	7,906,250	7,906,250	7,906,250	7,906,250
Common shares, shares outstanding (in shares)	7,906,250	7,906,250	7,906,250	7,906,250
Ratio to be applied to the stock in the conversion	20	0.1	20
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Conversion of Stock, Shares Issued			1
Number Of Shares Subject To Forfeiture			1,031,250

Stockholders' Equity - Warrants (Details)		2 Months Ended	9 Months Ended
Stockholders' Equity - Warrants (Details)	Mar. 02, 2021 Day $ / shares	Dec. 31, 2020 Day $ / shares	Sep. 30, 2021 Day $ / shares	Dec. 31, 2021 $ / shares
Class of Stock [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Mcap Acquisition Corp [Member]
Class of Stock [Line Items]
Threshold trading days for redemption of public warrants \| Day	20
percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant		60
Class of warrant or right redemption of warrants or rights stock price trigger	$ 0.10
Threshold period for not to transfer assign or sell any shares or warrants after completion of initial business combination	30 days	30 days
Mcap Acquisition Corp [Member] \| Public Warrants
Class of Stock [Line Items]
Trading period after business combination used to measure dilution of warrant \| Day		20
Class of warrant or right adjustment of exercise price of warrants or rights percent based on market value and newly issued prices		115.00%
Class of warrant or right redemption of warrants or rights stock price trigger		$ 18.00
Mcap Acquisition Corp [Member] \| Public Warrants \| Maximum [Member]
Class of Stock [Line Items]
Class of warrant or right adjustment of exercise price of warrants or rights percent based on market value and newly issued prices		180.00%
Mcap Acquisition Corp [Member] \| Public Warrants \| Class A Common Stock
Class of Stock [Line Items]
Share price				$ 9.20
Mcap Acquisition Corp [Member] \| Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Stock [Line Items]
Warrant redemption condition minimum share price	$ 18.00	$ 18.00	$ 18.00
Redemption price per public warrant (in dollars per share)		$ 0.01	$ 0.01
Threshold trading days for redemption of public warrants \| Day		20	20
Threshold consecutive trading days for redemption of public warrants \| Day	30	30	30
Redemption period	30 days	30 days	30 days
Threshold number of business days before sending notice of redemption to warrant holders \| Day		3

Fair Value Measurements - Fair Value Assets And Liabilities Measured On Recurring Basis (Details) - Mcap Acquisition Corp [Member] - USD ($)	Sep. 30, 2021	Mar. 02, 2021
Assets:
Cash and marketable securities held in Trust Account	$ 316,270,386	$ 316,250,000
Liabilities, Fair Value Disclosure [Abstract]
Fair value of warrants outstanding	23,591,000	22,818,749
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member]
Assets:
Cash and marketable securities held in Trust Account	316,270,386	316,250,000
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member] \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Fair value of warrants outstanding	11,385,000
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member] \| Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Fair value of warrants outstanding		14,442,083
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member] \| Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Fair value of warrants outstanding	$ 12,206,000	$ 8,376,666

Fair Value Measurements - Initial Measurement (Details) - Mcap Acquisition Corp [Member] - Fair Value, Inputs, Level 3 [Member]	Sep. 30, 2021 $ / shares yr	Mar. 02, 2021	Mar. 02, 2021 $ / shares	Mar. 02, 2021 yr	Mar. 02, 2021 d
Measurement Input, Risk Free Interest Rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	0.98	0.71			0.071
Measurement Input, Expected Term [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	5.1			7	7
Measurement Input, Price Volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	12	13			13
Measurement Input, Exercise Price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	11.50		11.50		11.5
Measurement Input, Share Price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and Rights Outstanding, Measurement Input	9.87		9.55		9.55

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Mcap Acquisition Corp [Member] - USD ($)

6 Months Ended

7 Months Ended

Sep. 30, 2021

Mar. 02, 2021

Sep. 30, 2021

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

$ 12,206,000

$ 8,376,666

Public Warrants

Fair Value, Inputs, Level 3 [Member]

11,385,000

14,442,083

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Fair value as of beginning balance

$ 0

Change in valuation inputs or other assumptions

22,818,749

^[1],[2]

772,251

Fair value as of ending balance

23,591,000

$ 23,591,000

23,591,000

Fair value, measurement liability, transfers out of level 3

22,819,000

Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Fair value as of beginning balance

Change in valuation inputs or other assumptions

8,376,666

^[1],[2]

3,829,334

Fair value as of ending balance

12,206,000

Fair Value, Inputs, Level 3 [Member] | Public Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Fair value as of beginning balance

$ 0

Change in valuation inputs or other assumptions

14,442,083

^[1],[2]

(3,057,083)

Fair value as of ending balance

$ 11,385,000

[1]

Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.

[2]

Fair Value Measurements - Additional information (Details) - Mcap Acquisition Corp [Member] - USD ($)	Sep. 30, 2021	Mar. 02, 2021
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant	$ 2.04	$ 1.40
Aggregate warrant values	$ 12,206,000	$ 8,376,666
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price per warrant	$ 1.08	$ 1.37
Aggregate warrant values	$ 11,385,000	$ 14,442,083

Restatement of Previously Issued Financial Statements (Detail) - USD ($)

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Mar. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Dec. 31, 2019

Mar. 02, 2021

Nov. 11, 2020

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 118,145,000

$ 124,010,000

$ 116,410,000

50,329,000

62,743,000

62,596,000

2,657,000

2,257,000

1,499,000

Denominator: weighted average redeemable Class A common stock shares

22,997,000

$ 22,997,000

$ 16,309,000

$ 8,982,000

Income (loss) per share basic non-redeemable Class B common stock

$ 0.15

$ (0.01)

$ 0.17

$ 0.13

Income (loss) per share diluted non-redeemable Class B common stock

$ 0.14

$ (0.01)

$ 0.17

$ 0.13

As Previously Reported

Denominator: weighted average redeemable Class A common stock shares

Earnings per share basic and diluted redeemable Class A common stock

$ 0.06

Error Corrections and Prior Period Adjustments Restatement [Line Items]

23,591,000

$ 23,591,000

$ 22,818,749

317,700,372

$ 171,634

319,562,536

35,205,585

165,584

35,004,435

24,209

(33,776,390)

(18,950)

(31,692,690)

Mcap Acquisition Corp [Member] | Common Class A [Member]

(33,775,599)

$ (29,171,276)

(33,775,599)

6,050

(31,691,899)

$ 0

Numerator: net loss minus redeemable net earnings

Net loss attributable to Non-redeemable Class common stock

(3,680,202)

(2,193,437)

Mcap Acquisition Corp [Member] | Common Class B [Member]

Mcap Acquisition Corp [Member] | As Restated

^[1]

$ 791

^[2],[3]

791

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 318,615,345

318,156,764

319,562,536

Temporary equity (Class A ordinary shares subject to possible redemption)

33,989,034

31,061,723

35,004,435

316,256,122

316,266,316

316,250,000

(31,630,602)

(29,172,750)

(31,692,690)

Denominator: weighted average redeemable Class A common stock shares

(31,629,811)

$ (29,171,959)

(31,691,899)

Income (loss) per share basic non-redeemable Class B common stock

$ 0.06

Income (loss) per share diluted non-redeemable Class B common stock

$ 0.06

Mcap Acquisition Corp [Member] | As Restated | Warrant liability And Temporary Equity Restatements [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

22,818,749

Temporary equity (Class A ordinary shares subject to possible redemption)

35,004,435

316,250,000

Mcap Acquisition Corp [Member] | As Restated | Common Class A [Member]

(31,692,690)

Numerator: net loss minus redeemable net earnings

$ 0

Net loss attributable to Non-redeemable Class common stock

$ (436,994)

$ 1,974,984

$ 1,240,197

Denominator: weighted average redeemable Class A common stock shares

Redeemable Class A common stock shares, basic and diluted

10,541,667

31,625,000

21,141,575

Earnings per share basic and diluted redeemable Class A common stock

$ (0.04)

$ 0.06

Mcap Acquisition Corp [Member] | As Restated | Common Class A [Member] | Warrant liability And Temporary Equity Restatements [Member]

Mcap Acquisition Corp [Member] | As Restated | Common Class B [Member]

Numerator: net loss minus redeemable net earnings

$ 791

791

Net loss attributable to Non-redeemable Class common stock

$ (327,746)

$ 493,746

$ 463,793

Denominator: weighted average redeemable Class A common stock shares

Redeemable Class A common stock shares, basic and diluted

7,906,250

Earnings per share basic and diluted redeemable Class A common stock

$ (0.04)

Mcap Acquisition Corp [Member] | As Previously Reported

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 318,615,345

$ 318,156,764

319,562,536

Temporary equity (Class A ordinary shares subject to possible redemption)

33,989,034

31,061,723

35,004,435

279,626,302

282,095,033

279,558,090

5,782,541

3,313,835

5,850,752

(783,690)

1,685,040

851,900

Denominator: weighted average redeemable Class A common stock shares

5,000,009

$ 5,000,008

5,000,011

Earnings per share basic and diluted redeemable Class A common stock

$ 0

Income (loss) per share basic non-redeemable Class B common stock

0.21

$ 0.17

Income (loss) per share diluted non-redeemable Class B common stock

$ 0.21

$ 0.17

Mcap Acquisition Corp [Member] | As Previously Reported | Warrant liability And Temporary Equity Restatements [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Temporary equity (Class A ordinary shares subject to possible redemption)

12,185,686

302,376,840

5,018,601

Mcap Acquisition Corp [Member] | As Previously Reported | Common Class A [Member]

(19,522)

Numerator: net loss minus redeemable net earnings

367

$ 342

368

Net loss attributable to Non-redeemable Class common stock

$ 6,122

$ 10,194

$ 16,316

Denominator: weighted average redeemable Class A common stock shares

Redeemable Class A common stock shares, basic and diluted

30,237,684

27,962,071

28,526,273

Earnings per share basic and diluted redeemable Class A common stock

$ 0

Mcap Acquisition Corp [Member] | As Previously Reported | Common Class A [Member] | Warrant liability And Temporary Equity Restatements [Member]

Mcap Acquisition Corp [Member] | As Previously Reported | Common Class B [Member]

140

Numerator: net loss minus redeemable net earnings

$ 791

791

Net loss attributable to Non-redeemable Class common stock

$ (770,862)

$ 2,458,536

$ 1,687,674

Denominator: weighted average redeemable Class A common stock shares

Redeemable Class A common stock shares, basic and diluted

8,353,274

11,569,179

9,977,775

Earnings per share basic and diluted redeemable Class A common stock

$ (0.09)

Mcap Acquisition Corp [Member] | As Previously Reported | As Restated

Denominator: weighted average redeemable Class A common stock shares

Earnings per share basic and diluted redeemable Class A common stock

$ 0.06

Mcap Acquisition Corp [Member] | Adjustments

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 0

Temporary equity (Class A ordinary shares subject to possible redemption)

36,629,820

34,171,283

36,691,910

(5,782,541)

(3,313,835)

(5,850,752)

(30,846,912)

(30,857,790)

(30,840,790)

Denominator: weighted average redeemable Class A common stock shares

(36,629,820)

$ (34,171,967)

(36,691,910)

Income (loss) per share basic non-redeemable Class B common stock

$ (0.15)

$ (0.11)

Income (loss) per share diluted non-redeemable Class B common stock

$ (0.15)

$ (0.11)

Mcap Acquisition Corp [Member] | Adjustments | Warrant liability And Temporary Equity Restatements [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

22,818,749

Temporary equity (Class A ordinary shares subject to possible redemption)

22,818,749

13,873,160

(5,018,601)

Mcap Acquisition Corp [Member] | Adjustments | Common Class A [Member]

(31,673,168)

Numerator: net loss minus redeemable net earnings

(367)

$ (342)

(368)

Net loss attributable to Non-redeemable Class common stock

$ (443,116)

$ 1,964,790

$ 1,223,881

Denominator: weighted average redeemable Class A common stock shares

Redeemable Class A common stock shares, basic and diluted

(19,696,017)

3,662,929

(7,384,698)

Earnings per share basic and diluted redeemable Class A common stock

$ (0.04)

$ 0.06

Mcap Acquisition Corp [Member] | Adjustments | Common Class A [Member] | Warrant liability And Temporary Equity Restatements [Member]

Mcap Acquisition Corp [Member] | Adjustments | Common Class B [Member]

(140)

Numerator: net loss minus redeemable net earnings

$ 0

Net loss attributable to Non-redeemable Class common stock

$ 443,116

$ (1,964,790)

$ (1,223,881)

Denominator: weighted average redeemable Class A common stock shares

Redeemable Class A common stock shares, basic and diluted

(447,024)

(3,662,929)

Earnings per share basic and diluted redeemable Class A common stock

$ 0.05

[1]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021.
[2]	Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7).
[3]	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2).

Restatement of Previously Issued Financial Statements (Detail) (Parenthtical) - Mcap Acquisition Corp [Member]	Mar. 02, 2021 shares
As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary Equity, Shares Outstanding	31,625,000
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary Equity, Shares Outstanding	30,237,684
Adjusted
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Temporary Equity, Shares Outstanding	1,387,316

Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($)		9 Months Ended
	Mar. 02, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid in capital		$ 2,657,000			$ 2,257,000	$ 1,499,000
Accumulated deficit		22,997,000			16,309,000	$ 8,982,000
Mcap Acquisition Corp
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets upon redemption of common stock subject to possible redemption	$ 5,000,001	5,000,001
Additional paid in capital	0				24,209
Accumulated deficit	(31,692,690)	(33,776,390)			$ (18,950)
Adjustments \| Mcap Acquisition Corp
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid in capital	(5,850,752)		$ (3,313,835)	$ (5,782,541)
Accumulated deficit	(30,840,790)		$ (30,857,790)	$ (30,846,912)
Adjustments \| Reclassification Of Permanent Equity Into Temporary Equity \| Mcap Acquisition Corp
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid in capital	5,000,000.0	5,900,000
Accumulated deficit	$ 31,700,000	$ 30,800,000
Reclassification Of Permanent Equity Into Temporary Equity.	1,387,316	3,669,191

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Goodwill - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0
Goodwill	$ 35,778	$ 35,778	$ 35,778

Risks, Uncertainties, and Concentrations - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Concentration Risk [Line Items]
Cash insured with federal deposit insurance corporation	$ 250	$ 250	$ 250	$ 250
Cash uninsured	$ 22,209		$ 16,307	$ 6,700
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.00%	12.00%	10.00%
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Five Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	29.00%	34.00%	32.00%	28.00%
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Minimum [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.00%	10.00%	10.00%	10.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	9.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Five Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	27.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Minimum [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.00%	10.00%	10.00%	10.00%

Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accrued Liabilities, Current [Abstract]
Income taxes payable	$ 1,000	$ 3,878	$ 1,178
Sales and use taxes payable	195	190	65
Deferred revenues	59	42
Other liabilities	3,933	1,889	3,756
Total	$ 5,187	$ 5,999	$ 4,999

Debt - Schedule Of Debt Instruments (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Term Loan Payable	$ 24,368	$ 26,187	$ 32,958
Less: Deferred financing fees	(37)	(155)	(375)
Long-term Debt	24,331	26,032	32,583
Less: Current portion of Term Loan Payable, net	(24,331)	(26,032)	(2,425)
Term Loan, net of current portion	$ 0	$ 0	$ 30,158

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Debt - Additional Information (Detail) - USD ($)			3 Months Ended	9 Months Ended		12 Months Ended
Debt - Additional Information (Detail) - USD ($)	Oct. 23, 2020	Sep. 21, 2017	Dec. 31, 2017	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 22, 2016
Debt Instrument [Line Items]
Amortization of debt issuance costs				$ 118	$ 151	$ 220	$ 264
Revolving Credit Facility [Member] \| Silicon Valley Bank [Member]
Debt Instrument [Line Items]
Period within which annual audited statements shall be delivered						180 days
Period within which monthly unaudited statements shall be delivered						30 days
Interest expenses on the revolving credit facility				0	0	$ 0	0
Line of credit				$ 0	$ 0	$ 0	$ 0
Period within which borrowing base report shall be delivered after the end of each month						30 days
Period within which aging report shall be delivered after the end of each month						30 days
Credit Agreement
Debt Instrument [Line Items]
Debt issuance costs gross								$ 1,220
Debt instrument effective interest rate percentage				10.60%	10.60%	10.60%	10.60%
Period within which annual audited statements shall be delivered				120 days		120 days
Period within which quarterly unaudited statements shall be delivered				45 days		45 days
Period within which monthly unaudited statements shall be delivered				30 days		30 days
Estimated capital expenditure				$ 500		$ 500
Credit Agreement \| Term Loan
Debt Instrument [Line Items]
Long term debt variable interest rate percentage						0.50%
Debt instrument face value								48,500
Long term debt date of maturity						Dec. 22, 2021
Credit Agreement \| Term Loan \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument variable interest rate spread						8.50%
Credit Agreement \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long term debt variable interest rate percentage						0.50%
Line of credit maximum borrowing capacity								$ 5,000
Line of credit facility, expiration date						Dec. 22, 2021
Credit Agreement \| Revolving Credit Facility [Member] \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument variable interest rate spread						8.50%
Loan And Security Agreement [Member] \| Revolving Credit Facility [Member] \| Silicon Valley Bank [Member]
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity		$ 8,000
Line of credit facility, expiration date		Sep. 21, 2019
Debt instrument variable interest rate spread			2.50%
Line of credit facility frequency of payments		monthly
Line of credit facility borrowing base percentage		80.00%
Loan And Security Agreement [Member] \| Letter of Credit \| Silicon Valley Bank [Member]
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity		$ 2,775
Loan And Security Sixth Amendment Agreement [Member] \| Revolving Credit Facility [Member] \| Silicon Valley Bank [Member]
Debt Instrument [Line Items]
Line of credit facility, expiration date	Jul. 31, 2021
Loan And Security Sixth Amendment Agreement [Member] \| Revolving Credit Facility [Member] \| Silicon Valley Bank [Member] \| Streamline Period
Debt Instrument [Line Items]
Long term debt variable interest rate percentage	3.25%
Loan And Security Sixth Amendment Agreement [Member] \| Revolving Credit Facility [Member] \| Prime Rate [Member] \| Silicon Valley Bank [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate spread	2.50%
Debt instrument effective interest rate percentage	3.25%
Loan And Security Sixth Amendment Agreement [Member] \| Revolving Credit Facility [Member] \| Prime Rate [Member] \| Silicon Valley Bank [Member] \| Streamline Period
Debt Instrument [Line Items]
Debt instrument variable interest rate spread	1.50%

Safe Notes - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Mar. 01, 2020
Simple Agreements For Future Equity [Line Items]
Proceeds from simple agreement for future equity notes	$ 1,225	$ 1,150	$ 1,250	$ 0
Symmetry Ml Inc [Member] \| Issuance Of New Capital Units By Subsidiary Company [Member]
Simple Agreements For Future Equity [Line Items]
Base amount for determining the new number of units to be issued					$ 10,000
Percentage for determining the number of new units to be issued					80.00%
Symmetry Ml Inc [Member] \| Liquidity Event [Member]
Simple Agreements For Future Equity [Line Items]
Base amount for determining the new number of units to be issued					$ 10,000
Percentage for determining the number of new units to be issued					80.00%

Income Taxes - Schedule Of Components Of Income Before Income Taxes (Detail) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic			$ 9,946	$ 7,468
Foreign			(471)	48
Income from operations before income taxes	$ 9,290	$ (1,027)	$ 9,475	$ 7,516

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Income Taxes - Schedule Of Components Income Tax Expense Benefit (Detail) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Current provision (benefit):
Federal			$ 3,465	$ 2,744
State and local			1,643	976
Foreign			(11)	21
Total current provision			5,097	3,741
Deferred benefit:
Federal			(1,614)	(1,412)
State and local			(703)	(300)
Foreign			0	0
Total deferred benefit	$ (1,598)	$ (1,739)	(2,317)	(1,712)
Provision for income taxes	$ 3,141	$ (215)	$ 2,780	$ 2,029

Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Detail)	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal income tax rate			21.00%	21.00%
State and local taxes, net of federal benefit	21.00%		7.68%	4.09%
Foreign rate differential			(0.27%)	0.15%
Permanent items			1.18%	4.03%
Research and development credits			(2.96%)	(3.99%)
Equity option forfeitures			1.38%	0.00%
Change in valuation allowance			1.20%	0.00%
State FIN 48			0.14%	1.63%
Other			0.00%	(0.03%)
Effective tax rate	33.80%	20.90%	29.35%	26.88%

Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Accrued expenses	$ 598	$ 171
Deferred rent	505	371
Investments	30	202
Net operating losses	353	7
Reserves	178	121
Equity-based compensation	389	387
Uncertain Tax Positions	86	81
Disallowed Interest Expense	0	0
Deferred tax assets	2,139	1,340
Valuation Allowance	(114)	0
Net deferred tax asset	2,025	1,340
Deferred tax liabilities:
Property & equipment	(315)	(869)
Intangible assets	(6,230)	(7,308)
Deferred tax liabilities	(6,545)	(8,177)
Deferred income taxes	$ (4,520)	$ (6,837)

Income Taxes - Schedule Of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Unrecognized tax benefits—beginning of period	$ 380	$ 169
Tax position changes—current period	0	211
Unrecognized tax benefits—end of period	380	380
Interest and penalties—end of period	27	8
Total liabilities related to uncertain tax positions	$ 407	$ 388

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Line Items]
(Provision for) benefit from taxes	$ 3,141	$ (215)	$ 2,780	$ 2,029
Effective income tax rate	33.80%	20.90%	29.35%	26.88%
Effective income tax rate, state and local income taxes	21.00%		7.68%	4.09%
Deferred tax asset, increase in valuation allowance			$ 266	$ 114
Deferred tax assets federal operating loss carryforwards			917
Deferred tax assets state operating loss carryforwards			917
Deferred tax assets canadian operating loss carryforwards			428
Unrecognized tax benefits interest expense			$ 18
Unrecognized tax benefits income tax penalities				8
Accrued residual purchase price				917
Nonoperating Income (Expense) [Member]
Income Tax Disclosure [Line Items]
Residual purchase price				1,917
Residual purchase price paid				$ 1,000

Equity-Based Compensation Expense - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended		12 Months Ended
	Jul. 28, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Proceeds from the exercise of stock options		$ 18	$ 33	$ 101	$ 3
Share based compensation income tax expense benefit		105	161	181	214
Allocated share based compensation expense		382	547	657	776
Tax benefit from equity options excercised		6	10	28	1
Milestone Achieved [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated share based compensation expense		382	547	$ 136	$ 197
Share-based Payment Arrangement, Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated share based compensation expense		$ 63	$ 123
Restricted Incentive Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award equity instruments other than options granted		541,900
Share based compensation by share based award equity instruments other than options granted weighted average fair value at grant date		$ 16.12
Member Incentive Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award number of options granted during the period					2,547,500
Share based compensation by share based award weighted average exercise price of options granted during the period				$ 1.00	$ 1.15
Member Incentive Plan \| Non Voting Class C Common Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award number of shares authorized for grant				5,850,000
Share based compensation by share based award number of shares available for grant		189,725		725,375
Member Incentive Plan \| Non Voting Class C Common Units \| Share-based Payment Arrangement, Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award term				10 years
Share based compensation by share based award number of options granted during the period		0	0	0	2,547,500
Member Incentive Plan \| Non Voting Class C Common Units \| Share-based Payment Arrangement, Option \| Time Based Vesting [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage				25.00%
Share based compensation by share based payment award requisite period				4 years
Member Incentive Plan \| Non Voting Class C Common Units \| Share-based Payment Arrangement, Option \| Performance Based Vesting [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage				25.00%
Share based compensation by share based award vesting period				4 years
Member Incentive Plan \| Non Voting Class C Common Units \| Share-based Payment Arrangement, Option \| Performance Based Vesting [Member] \| Certain Directors And Officers
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award number of options granted during the period					2,547,500
Share based compensation by share based award weighted average exercise price of options granted during the period					$ 1.15
Member Incentive Plan \| Non Voting Class C Common Units \| Share-based Payment Arrangement, Option \| Performance Based Vesting [Member] \| Certain Directors And Officers \| Milestone One [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage					25.00%
Share based compensation by share based award vesting period					12 months
Percentage of adjusted earnings before interest tax depreciation and amortization					90.00%
Share based compensation by share based award date of vesting					Dec. 31, 2019
Member Incentive Plan \| Non Voting Class C Common Units \| Share-based Payment Arrangement, Option \| Performance Based Vesting [Member] \| Certain Directors And Officers \| Milestone Two [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage					25.00%
Share based compensation by share based award vesting period					12 months
Percentage of adjusted earnings before interest tax depreciation and amortization					90.00%
Share based compensation by share based award date of vesting					Dec. 31, 2020
Member Incentive Plan \| Non Voting Class C Common Units \| Share-based Payment Arrangement, Option \| Performance Based Vesting [Member] \| Certain Directors And Officers \| Milestone Three [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage					25.00%
Share based compensation by share based award vesting period					12 months
Percentage of adjusted earnings before interest tax depreciation and amortization					90.00%
Share based compensation by share based award date of vesting					Dec. 31, 2021
Member Incentive Plan \| Non Voting Class C Common Units \| Share-based Payment Arrangement, Option \| Performance Based Vesting [Member] \| Certain Directors And Officers \| Milestone Four [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage					25.00%
Share based compensation by share based award vesting period					12 months
Percentage of adjusted earnings before interest tax depreciation and amortization					90.00%
Share based compensation by share based award date of vesting					Dec. 31, 2022
Member Incentive Plan \| Non Voting Class C Common Units \| Restricted Incentive Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award term				10 years
Share based compensation by share based award equity instruments other than options granted	541,900	541,900	0
Share based compensation by share based award equity instruments other than options granted weighted average fair value at grant date	$ 16.12
Member Incentive Plan \| Non Voting Class C Common Units \| Restricted Incentive Units \| Vesting Subtranche One [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage	12.50%
Member Incentive Plan \| Non Voting Class C Common Units \| Restricted Incentive Units \| Share-based Payment Arrangement, Tranche One [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage	50.00%
Member Incentive Plan \| Non Voting Class C Common Units \| Restricted Incentive Units \| Share-based Payment Arrangement, Tranche Two [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage	50.00%
Member Incentive Plan \| Non Voting Class C Common Units \| Restricted Incentive Units \| Share-based Payment Arrangement, Tranche Two [Member] \| Vesting Subtranche Two [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage	12.50%
Member Incentive Plan \| Non Voting Class C Common Units \| Restricted Incentive Units \| Share-based Payment Arrangement, Tranche Two [Member] \| Vesting Subtranche Three [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage	12.50%
Member Incentive Plan \| Non Voting Class C Common Units \| Restricted Incentive Units \| Share-based Payment Arrangement, Tranche Two [Member] \| Vesting Subtranche Four [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting percentage	12.50%

Equity-Based Compensation Expense - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Detail) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 382	$ 547	$ 657	$ 776
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 382	$ 547	$ 657	$ 776

Equity-Based Compensation Expense - Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Detail) - Member Incentive Plan [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Option Awards, Beginning Balance	4,970,375	5,737,250	3,328,500
Equity Option Awards, Granted			2,547,500
Equity Option Awards, Exercised	(21,250)	(120,000)
Equity Option Awards, Forfeited	(6,250)	(646,875)	(138,750)
Equity Option Awards, Ending Balance	4,942,875	4,970,375	5,737,250	3,328,500
Equity Option Awards, Vested or expect to vest	4,942,875	4,970,375
Equity Option Awards, Vested and exercisable	3,789,250	3,745,500
Weighted Average Exercise Price, Beginning Balance	$ 0.94	$ 0.95	$ 0.78
Weighted Average Exercise Price, Granted		1.00	1.15
Weighted Average Exercise Price, Exercised	0.85	0.84
Weighted Average Exercise Price, Forfeited	1.15		0.75
Weighted Average Exercise Price, Ending Balance	0.94	0.94	$ 0.95	$ 0.78
Weighted Average Exercise Price, Vested or expect to vest	0.94	0.94
Weighted Average Exercise Price, Vested and exercisable	$ 0.89	$ 0.92
Weighted Average Remaining Contractual Life (Years)	5 years 5 months 15 days	6 years 14 days	8 years 3 months 3 days	8 years 2 months 4 days
Weighted Average Remaining Contractual Life (Years), Vested or expect to vest	5 days 11 hours	6 years 14 days
Weighted Average Remaining Contractual Life (Years), Vested and exercisable	4 days 13 hours	5 years 5 months 8 days

Equity-Based Compensation Expense - Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Parenthetical) (Detail) - Member Incentive Plan [Member] - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award aggregate intrinsic value of options vested and expected to vest	$ 75,041	$ 0
Share based compensation by share based award weighted average fair value of options granted		$ 0.68
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based options unrecognized compensation costs	$ 448	$ 776
Share based compensation by share based options unrecognized compensation costs period for recognition	1 year 1 month 17 days	1 year 10 months 17 days

Equity-Based Compensation Expense - Schedule of Nonvested Restricted Stock Units Activity (Detail) - Restricted Incentive Units [Member]	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Option Awards, Granted \| shares	541,900
Equity Option Awards, Ending Balance \| shares	541,900
Weighted Average Grant-Date Fair Value per Unit, Granted \| $ / shares	$ 16.12
Weighted Average Grant-Date Fair Value per Unit, Ending Balance \| $ / shares	$ 16.12

Equity-Based Compensation Expense - Schedule of Nonvested Restricted Stock Units Activity (Parenthetical) (Detail) $ in Thousands	Sep. 30, 2021 USD ($)
Restricted Incentive Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation by share based award equity instruments other than options unrecognized compensation	$ 8,735

Employee Savings - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution amount	$ 1,063	$ 877	$ 1,073	$ 885

Members' Equity - Schedule of Common Units Issued and Outstanding (Details) - shares	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Capital Unit [Line Items]
Common unit, Issued	43,508,833	43,487,583	43,367,583
Common unit, Outstanding	43,508,833	43,487,583	43,367,583
Voting ClassA Common Units [Member]
Capital Unit [Line Items]
Common unit, Issued	26,000,000	26,000,000	26,000,000
Common unit, Outstanding	26,000,000	26,000,000	26,000,000
Non Voting ClassB Common Units [Member]
Capital Unit [Line Items]
Common unit, Issued	17,333,333	17,333,333	17,333,333
Common unit, Outstanding	17,333,333	17,333,333	17,333,333
Non Voting ClassC Common Units [Member]
Capital Unit [Line Items]
Common unit, Issued	175,500	154,250	34,250
Common unit, Outstanding	175,500	154,250	34,250

Segment And Geographic Information - Schedule of Segment and Geographic Information (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Geographic Areas Revenues From External Customers [Line Items]
Revenues	$ 110,368	$ 73,910	$ 121,015	$ 120,406
Canada
Geographic Areas Revenues From External Customers [Line Items]
Revenues	2,292	728	1,834	623
United Kingdom
Geographic Areas Revenues From External Customers [Line Items]
Revenues	390	35	140	164
U.S.
Geographic Areas Revenues From External Customers [Line Items]
Revenues	107,667	73,143	119,041	119,619
Other
Geographic Areas Revenues From External Customers [Line Items]
Revenues	$ 19	$ 4	$ 0	$ 0

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Equity-Based Compensation Expense - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail)	12 Months Ended
	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Expected term (years)	7 years
Expected volatility	58.50%
Risk free interest rate	2.14%

Noncontrolling Interests - Additional Information (Details) - Symmetry ML Holdings [Member]	Mar. 04, 2020	Dec. 31, 2020	Sep. 30, 2020
Class B Equity Interests [Member]
Noncontrolling Interest [Line Items]
Percentage Of Equity Interest Offered To Employees	50.00%
Ownership percentage by non controlling interests		30.00%	38.00%
Contribution And Exchange Agreement [Member]
Noncontrolling Interest [Line Items]
Percentage of ownership interest in limited liability company	100.00%

Schedule I - Condensed Balance Sheets (Detail) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
ASSETS
Total assets	$ 118,145	$ 124,010	$ 116,410
Members' equity
Additional paid in capital	2,657	2,257	1,499
Retained earnings	22,997	16,309	8,982
Total members' equity attributable to AdTheorent Holding Company, LLC members	68,987	61,899	53,814
Total liabilities and members' equity	118,145	124,010	116,410
Parent Company [Member]
ASSETS
Investment in subsidiaries		65,832	57,500
Total assets		65,832	57,500
LIABILITIES AND MEMBERS' EQUITY
Intercompany payables to subsidiaries		3,933	3,686
Members' equity
Additional paid in capital		2,257	1,499
Retained earnings		16,309	8,982
Total members' equity attributable to AdTheorent Holding Company, LLC members		61,899	53,814
Total liabilities and members' equity		65,832	57,500
Class A Common Units [Member]
Members' equity
Common Unit, Issuance Value	26,000	26,000	26,000
Class A Common Units [Member] \| Parent Company [Member]
Members' equity
Common Unit, Issuance Value		26,000	26,000
Class B Common Units [Member]
Members' equity
Common Unit, Issuance Value	$ 17,333	17,333	17,333
Class B Common Units [Member] \| Parent Company [Member]
Members' equity
Common Unit, Issuance Value		17,333	$ 17,333
Class C Common Units [Member] \| Parent Company [Member]
Members' equity
Common Unit, Issuance Value		$ 0

Schedule I - Condensed Balance Sheets (Parenthetical) (Detail) - shares	Sep. 30, 2021	Dec. 31, 2020	Dec. 21, 2020	Dec. 31, 2019
Common Unit, Issued	43,508,833	43,487,583		43,367,583
Common Unit, Outstanding	43,508,833	43,487,583		43,367,583
Class A Common Units [Member]
Common Unit, Authorized	26,000,000	26,000,000		26,000,000
Common Unit, Issued	26,000,000	26,000,000		26,000,000
Common Unit, Outstanding	26,000,000	26,000,000		26,000,000
Class A Common Units [Member] \| Parent Company [Member]
Common Unit, Authorized		26,000,000		26,000,000
Common Unit, Issued		26,000,000		26,000,000
Common Unit, Outstanding		26,000,000		26,000,000
Class B Common Units [Member]
Common Unit, Authorized	17,333,333		17,333,333	17,333,333
Common Unit, Issued	17,333,333	17,333,333		17,333,333
Common Unit, Outstanding	17,333,333	17,333,333		17,333,333
Class B Common Units [Member] \| Parent Company [Member]
Common Unit, Authorized		17,333,333		17,333,333
Common Unit, Issued		17,333,333		17,333,333
Common Unit, Outstanding		17,333,333		17,333,333
Class C Common Units [Member]
Common Unit, Authorized	5,850,000	5,850,000		5,850,000
Common Unit, Issued	175,500	154,250		34,250
Common Unit, Outstanding	175,500	154,250		34,250
Class C Common Units [Member] \| Parent Company [Member]
Common Unit, Authorized		5,850,000		5,850,000
Common Unit, Issued		154,250		34,250
Common Unit, Outstanding		154,250		34,250

Schedule I - Condensed Statements of Operations (Detail) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
General and administrative	$ 13,187	$ 5,757	$ 8,126	$ 7,918
Net income	$ 6,688	$ (288)	7,327	5,487
Parent Company [Member]
Equity in income of subsidiaries			8,856	7,161
General and administrative			1,529	1,674
Net income			$ 7,327	$ 5,487

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.