0000950170-22-004082 | 10-K | XBRL Viewer | Adtheorent Holding Company INC

Description of Business	12 Months Ended
Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Business	1. DESCRIPTION OF BUSINESS AdTheorent Holding Company Inc. and its subsidiaries (the “Company”, “AdTheorent”), is a digital media platform which focuses on performance-first, privacy-forward methods to execute programmatic digital advertising campaigns, serving both advertising agency and brand customers. The Company uses machine learning and advanced data science to organize, analyze and operationalize non-sensitive data to deliver real-world value for customers. Central to its ad-targeting and campaign optimization methods, the Company builds custom machine learning models for each campaign using historic and real-time data to predict future consumer conversion actions for every digital ad impression. The Company’s machine learning models are customized for every campaign and the platform “learns” over the course of each campaign as it processes more data related to data attributes and actual conversion experience. AdTheorent is a Delaware corporation headquartered in New York, New York. On December 22, 2021 (the “Closing Date”), MCAP Acquisition Corporation ("MCAP"), now known as AdTheorent Holding Company, Inc., consummated the previously announced business combination pursuant to that certain Business Combination Agreement, dated as of July 27, 2021 (as amended, restated, supplemented or otherwise modified, the “Business Combination Agreement”), by and among 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, and AdTheorent Holding Company, LLC, a Delaware limited liability company (“Legacy AdTheorent”). Pursuant to the terms of the Business Combination Agreement, Legacy AdTheorent, the Blocker and the Merger Sub Entities engaged in a series of four mergers, which resulted in Legacy AdTheorent becoming a wholly owned subsidiary of MCAP (the “Business Combination’). On the Closing Date, and in connection with the closing of the Business Combination, MCAP changed its name to AdTheorent Holding Company, Inc. See Note 3 – Business Combination.

Description of Business

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

AdTheorent Holding Company Inc. and its subsidiaries (the “Company”, “AdTheorent”), is a digital media platform which focuses on performance-first, privacy-forward methods to execute programmatic digital advertising campaigns, serving both advertising agency and brand customers. The Company uses machine learning and advanced data science to organize, analyze and operationalize non-sensitive data to deliver real-world value for customers. Central to its ad-targeting and campaign optimization methods, the Company builds custom machine learning models for each campaign using historic and real-time data to predict future consumer conversion actions for every digital ad impression. The Company’s machine learning models are customized for every campaign and the platform “learns” over the course of each campaign as it processes more data related to data attributes and actual conversion experience.

AdTheorent is a Delaware corporation headquartered in New York, New York. On December 22, 2021 (the “Closing Date”), MCAP Acquisition Corporation ("MCAP"), now known as AdTheorent Holding Company, Inc., consummated the previously announced business combination pursuant to that certain Business Combination Agreement, dated as of July 27, 2021 (as amended, restated, supplemented or otherwise modified, the “Business Combination Agreement”), by and among 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, and AdTheorent Holding Company, LLC, a Delaware limited liability company (“Legacy AdTheorent”). Pursuant to the terms of the Business Combination Agreement, Legacy AdTheorent, the Blocker and the Merger Sub Entities engaged in a series of four mergers, which resulted in Legacy AdTheorent becoming a wholly owned subsidiary of MCAP (the “Business Combination’). On the Closing Date, and in connection with the closing of the Business Combination, MCAP changed its name to AdTheorent Holding Company, Inc. See Note 3 – Business Combination.

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 39,017	$ 26,187
Less: deferred financing fees	0	(155)
Loans payable	39,017	26,032
Less: Current portion		(26,032)
Total non-current debt, net of deferred financing fees	39,017	0
Revolving Credit Facility
Debt Instrument [Line Items]
Total debt	39,017
Term Loan
Debt Instrument [Line Items]
Total debt	$ 0	$ 26,187

Equity-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity Option Awards, Nonvested Beginning of the year	0	0
Equity Option Awards, Granted	847,081	0
Equity Option Awards, Vested	0	0
Equity Option Awards, Forfeited	0	0
Equity Option Awards, Nonvested End of the year	847,081	0
Weighted Average Grant-Date Fair Value per Unit, Nonvested Beginning of the year	$ 0	$ 0
Weighted Average Grant-Date Fair Value per Unit, Granted	7.95	0
Weighted Average Grant-Date Fair Value per Unit, Vested		0
Weighted Average Grant-Date Fair Value per Unit, Forfeited		0
Weighted Average Grant-Date Fair Value per Unit, Nonvested End of the year	$ 0	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income	$ 25,419	$ 6,695
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for bad debt	15	159
Amortization expense	8,345	7,988
Depreciation expense	148	146
Amortization of debt issuance costs	155	220
Gain on change in fair value of Seller's Earn-Out	(23,399)	0
Gain on change in fair value of warrants	(6,783)	0
Deferred tax benefit	(2,891)	(2,317)
Equity-based compensation	5,823	657
Seller's Earn-Out equity-based compensation	55
Loss on disposition of intangible assets	2
Changes in operating assets and liabilities:
Accounts receivable	(8,936)	(4,410)
Income taxes recoverable	37	377
Prepaid expenses and other assets	(2,784)	89
Accounts payable	(183)	1,643
Accrued expenses and other liabilities	(1,336)	6,119
Net cash (used in ) provided by operating activities	(6,313)	17,366
Cash flows from investing activities
Capitalized software development costs	(2,081)	(2,154)
Purchase of property and equipment	(218)	(116)
Net cash used in investing activities	(2,299)	(2,270)
Cash flows from financing activities
Cash received for exercised options	18	101
Proceeds from Reverse Recapitalization, net of offering costs paid	77,667
Proceeds from revolver borrowings	39,017
Payments of Financing Costs	(277)
Proceeds from SAFE notes	1,700	1,250
Payment of term loan	(26,187)	(6,771)
Net cash provided by (used) in financing activities	91,938	(5,420)
Net increase in cash and cash equivalents	83,326	9,676
Cash, cash equivalents and restricted cash at beginning of period	16,767	7,091
Cash, cash equivalents and restricted cash at end of period	100,093	16,767
Cash and cash equivalents	100,093	16,717
Restricted cash	0	50
Supplemental disclosure of cash flow information
Cash paid during the year for interest	2,400	3,131
Cash paid during the year for income taxes	12,244	1,416
Non-cash investing and financial activities
Capitalized software and property and equipment, net included in accounts payable	$ 23	$ 3

Equity - Additional Information (Details) - shares	12 Months Ended
Equity - Additional Information (Details) - shares	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Shares authorized	370,000,000	370,000,000
Common stock, shares authorized	350,000,000	350,000,000
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock voting rights	one
Common stock, shares issued	85,743,994	59,853,276
Common stock, shares outstanding	85,743,994	59,853,276
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Noncontrolling Interests

12 Months Ended

Dec. 31, 2021

Noncontrolling Interest [Abstract]

Noncontrolling Interests

20.

NONCONTROLLING INTERESTS

On March 4, 2020, Legacy AdTheorent and SymetryML Holdings, an entity formed by Legacy AdTheorent, entered into a contribution and exchange agreement (“AdTheorent Contribution Agreement”). SymetryML Holdings became a wholly owned subsidiary of Legacy AdTheorent through a contribution of Legacy AdTheorent’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 both December 31, 2021 and December 31, 2020, 41% and 30% of the total Class B equity interests of SymetryML Holdings are owned by noncontrolling interests, respectively.

Summary of Significant Accounting Policies - Summary of Finite Lived Intangible Assets Useful Lives Using Straight-line Method (Details)	12 Months Ended
	Dec. 31, 2021
Software \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	2 years
Software \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	6 years
Non-compete Agreements
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Customer Relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	6 years
Customer Relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	7 years
Trademarks/tradename \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	9 years
Trademarks/tradename \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Provision for income taxes	$ 3,360	$ 2,780
Effective income tax rates	11.71%	29.35%
Increase in valuation allowance	$ 256
Interest and penalties expense	$ 0	$ 18
Income tax examination description	the Company’s tax returns remain open and subject to examination by the tax authorities for the tax years 2018 and after.
Residual purchase price paid		$ 917
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 2,592
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 2,585
Operating loss carryforwards expiration period	2040
Canadian
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards expiration period	2040

Commitment and Contingences - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2022	$ 1,369
2023	1,391
2024	1,361
2025	1,342
2026	1,364
Thereafter	2,386
Total	$ 9,213

Seller's Earn-Out - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 22, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Total fair value of Seller's Earn-Out	$ 42,900
Business combination, shares exchange ration to equity holder		8,573,624
Seller's Earn-Out equity-based compensation		$ 55
Seller's Earn-Out
Business Acquisition [Line Items]
Business combination, shares exchange ration to equity holder		59,882,523
Business combination, shares exchange ration to option and exchanged unit holders		6,308,164
Seller's Earn-out to unvested exchanged option on grant date	889
Seller's Earn-out to unvested exchanged unit holders on grant date	$ 531
Average unvested exchanged option and exchanged unit requisite service period	8 months 15 days
Seller's Earn-Out equity-based compensation	$ 55
Unrecognized compensation expense		$ 1,365
Total unrecognized compensation cost, expected weighted average period		8 months 8 days

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

23.

RELATED PARTY TRANSACTIONS

Legacy AdTheorent was in a Transaction Services Agreement and a Professional Services Agreement with H.I.G. Capital LLC (“H.I.G. Capital”), the majority member of the Company. H.I.G. Capital provides management services to the Company for an annual management fee of $870, invoiced on a quarterly basis. The Company recognized management fees of $871 and $872 for the years ended December 31, 2021 and 2020, respectively. Additionally, under these agreements, the Company recognized supplemental fees to H.I.G. Capital of $4,736 for the year ended December 31, 2021. There were no amounts remaining outstanding as of December 31, 2021 and 2020.

The Transaction Services Agreement and Professional Services Agreement was terminated effective December 22, 2021 upon the Business Combination.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income (loss) from Operations Before Income Taxes

The components of income (loss) from operations before income taxes consist of the following for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
Domestic	$	28,276	$	9,946
Foreign		503		(471	)
Income from operations before income taxes	$	28,779	$	9,475

Schedule of Components of Provision for Income Taxes

Components of the provision for income taxes consist of the following for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021			2020
Current provision (benefit):
Federal	$	3,908		$	3,465
State and local		2,325			1,643
Foreign		18			(11	)
Total current provision		6,251			5,097
Deferred benefit:
Federal		(2,054	)		(1,614	)
State and local		(837	)		(703	)
Foreign		—			—
Total deferred benefit		(2,891	)		(2,317	)
Provision for income taxes	$	3,360		$	2,780

Summary of Reconciliation of Federal Statutory Rate to Effective Tax Rate

Reconciliation of the federal statutory rate to the Company’s effective tax rate is the following for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021			2020
Federal income tax rate		21.00	%		21.00	%
State and local taxes, net of federal benefit		5.22	%		7.68	%
Foreign rate differential		0.10	%		-0.27	%
Unrealized gain on Seller's Earn-Out and warrants valuation		-22.06	%		0.00	%
Non-deductible transaction costs		3.95	%		0.00	%
Permanent items		2.00	%		1.18	%
Research and development credits		-1.27	%		-2.96	%
Equity option forfeitures		0.05	%		1.38	%
Write-off of 162(m) limited stock options		3.29	%		0.00	%
Change in valuation allowance		0.64	%		1.20	%
State FIN 48		-1.12	%		0.14	%
Other		-0.09	%		0.00	%
Effective tax rate		11.71	%		29.35	%

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, 2021 and 2020:


	As of December 31,
	2021			2020
Deferred tax assets:
Accrued expenses	$	364		$	598
Capitalized costs		3,321			—
Deferred rent		540			505
Investments		—			30
Net operating losses		677			353
Reserves		173			178
Equity-based compensation		770			389
Uncertain Tax Positions		—			86
Deferred tax assets		5,845			2,139
Valuation Allowance		(370	)		(114	)
Net deferred tax asset		5,475			2,025
Deferred tax liabilities:
Property & equipment		(770	)		(315	)
Intangible assets		(4,271	)		(6,230	)
Deferred tax liabilities		(5,041	)		(6,545	)
Deferred tax asset (liability)	$	434		$	(4,520	)

Schedule of Unrecognized Tax Benefits


	Year Ended December 31,
	2021			2020
Unrecognized tax benefits–beginning of period	$	380		$	380
Tax position changes–current period		(380	)		—
Unrecognized tax benefits–end of period		—			380
Interest and penalties–end of period		—			27
Total liabilities related to uncertain tax positions	$	—		$	407

Debt - Additional Information (Details)						12 Months Ended
Debt - Additional Information (Details)	Dec. 22, 2021 USD ($) Loan	Jul. 27, 2021 USD ($)	Oct. 23, 2020	Sep. 21, 2017 USD ($)	Dec. 22, 2016 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 22, 2021 USD ($)	May 24, 2021 USD ($)	May 23, 2021 USD ($)
Debt Instrument [Line Items]
Deferred Financing fees						$ 0	$ 155,000
Amortization of debt issuance costs						155,000	220,000
Letters of Credit
Debt Instrument [Line Items]
Line of credit						983,000	2,228,000	$ 983,000	$ 1,500,000	$ 2,228,000
2016 Credit Agreement
Debt Instrument [Line Items]
Debt instrument, maturity date					Dec. 22, 2021
Debt issuance costs						1,220,000
Amortization of debt issuance costs						$ 155,000	$ 220,000
Effective rate of interest						10.60%	10.60%
2016 Credit Agreement \| One-Month London Inter-bank Offered Rate (“LIBOR”)
Debt Instrument [Line Items]
Debt instrument, variable rate					8.50%
2016 Credit Agreement \| Minimum
Debt Instrument [Line Items]
Facility interest bearing percentage					0.50%
2016 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Principal amount					$ 5,000,000
2016 Credit Agreement \| Term Loan
Debt Instrument [Line Items]
Principal amount					$ 48,500,000
Loan and Security Agreement \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Debt instrument, interest rate			3.25%
Debt instrument, maturity date		Nov. 30, 2021	Jul. 31, 2021	Jul. 31, 2020
Interest rate term						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%.
Amendment fee		$ 4,000
Loan and Security Agreement \| Prime Rate \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Debt instrument, variable rate			2.50%
Loan and Security Agreement \| Letters of Credit \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 2,775,000
Loan and Security Agreement \| Revolving Credit Facility \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Debt instrument, interest rate			3.25%
Debt instrument, maturity date				Sep. 21, 2019
Maximum borrowing capacity				$ 8,000,000
Borrowing base				80.00%
Loan and Security Agreement \| Revolving Credit Facility \| Prime Rate \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Debt instrument, variable rate			1.50%	2.50%
Senior Secured Agreement
Debt Instrument [Line Items]
Type of revolving loan \| Loan	2
Deferred Financing fees	$ 277,000
Senior Secured Agreement \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Debt instrument, maturity date	Dec. 22, 2026
Senior Secured Agreement \| Maximum
Debt Instrument [Line Items]
Non-use of available funds commitment fee percentage	0.35%
Senior Secured Agreement \| Minimum
Debt Instrument [Line Items]
Non-use of available funds commitment fee percentage	0.25%
Senior Secured Agreement \| Letters of Credit
Debt Instrument [Line Items]
Line of credit						$ 983,000
Senior Secured Agreement \| Letters of Credit \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 10,000,000
Senior Secured Agreement \| Swing Line Loans \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Maximum borrowing capacity	10,000,000
Senior Secured Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit						$ 39,017,000
Senior Secured Agreement \| Revolving Credit Facility \| Maximum \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 40,000,000
Senior Secured Agreement \| SOFR Loan \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate	2.50%
Senior Secured Agreement \| SOFR Loan \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate	2.00%
Senior Secured Agreement \| ABR Loan \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate	1.50%
Debt instrument, variable rate	1.00%
Senior Secured Agreement \| ABR Loan \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate	1.00%
Debt instrument, variable rate	0.50%

Equity-Based Compensation - Summary of Equity Option Plan (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Equity Option Awards, Outstanding, Beginning balance	7,769,531	8,968,285
Options granted	0	0
Equity Option Awards, Exercised	(33,217)	(187,580)
Equity Option Awards, Forfeited	(9,770)	(1,011,174)
Equity Option Awards, Outstanding, Ending balance	7,726,544	7,769,531	8,968,285
Equity Option Awards, Vested or expect to vest as of December 31, 2021	7,726,544
Equity Option Awards, Vested and exercisable at December 31, 2021	7,063,174
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 0.60	$ 0.61
Weighted Average Exercise Price, Granted	0	0
Weighted Average Exercise Price, Exercised	0.55	0.54
Weighted Average Exercise Price, Forfeited	0.74	0.64
Weighted Average Exercise Price, Outstanding, Ending balance	0.60	$ 0.60	$ 0.61
Weighted Average Exercise Price, Vested or expect to vest as of December 31, 2021	0.60
Weighted Average Exercise Price, Vested and exercisable at December 31, 2021	$ 0.59
Weighted Average Remaining Contractual Life (Years), Outstanding	5 years 2 months 19 days	6 years 14 days	8 years 3 months 3 days
Weighted Average Remaining Contractual Life (Years), Vested or expect to vest as of December 31, 2021	5 years 2 months 19 days
Weighted Average Remaining Contractual Life (Years), Vested and exercisable at December 31, 2021	5 years 18 days

Earnings Per Share - Summary of Outstanding Potentially Dilutive Securities Excluded from Calculation of Diluted Net Income per Common Stockholder (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	24,500,541	7,769,530
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	549,623	7,769,530
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	592,425
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	10,541,667
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	5,432,237
Seller's Earn-Out
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	6,785,714
Sponsor Earn-Out
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	598,875

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

18.

FAIR VALUE MEASUREMENTS

The following table summarizes our liabilities measured at fair value on a recurring basis by level within the fair value hierarchy:


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Public warrants(1)	$	7,168	$	—	$	—	$	7,168
Private placement warrants(1)		—		4,998		—		4,998
Seller's Earn-Out(1)		—		—		18,081		18,081
Total liabilities	$	7,168	$	4,998	$	18,081	$	30,247

(1) Warrants and Seller's Earn-Out were both $0 as of December 31, 2020.

Refer to Note 16 — Seller's Earn-Out and Note 17 — Warrants for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments.

- Definition

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

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Payables And Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


	As of December 31,
	2021		2020
Campaign costs	$	2,718	$	1,589
Professional fees		648		4
Sales and use taxes		233		190
Deferred revenue		207		42
Income taxes		13		3,878
Other		845		296
Total	$	4,664	$	5,999

Prepaid Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses

Prepaid expenses consisted of the following:


	As of December 31,
	2021		2020
Income taxes	$	2,683	$	—
Software		747		561
Other		371		430
Total	$	3,801	$	991

Related Party Transactions - Additional Information (Details) - Transaction And Professional Services Agreement - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Related party transaction, terminated date	Dec. 22, 2021
H.I.G Capital LLC
Related Party Transaction [Line Items]
Annual management fee invoiced on quarterly basis	$ 870,000
Related party transaction, amount outstanding	0	$ 0
Related party transaction, management fee	871,000	$ 872,000
Related party transaction supplemental fees	$ 4,736,000

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

+ Details

Equity-Based Compensation - Summary of Total Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 5,823	$ 657
Platform Operations
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	295	0
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	1,786	0
Technology and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	531	0
General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 3,211	$ 657

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue Recognition

REVENUE RECOGNITION

ASC 606, Revenue from Contracts with Customers

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, 2021 or 2020.

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 — Accounts Receivable, Net.

- Definition

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.

+ References

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
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants - Schedule of Key Inputs into Monte Carlo Simulation Model for Private Placement Warrants at Initial and Subsequent Measurement Date (Details) - Level 2 - Recurring - Private Placement Warrants	Dec. 31, 2021 yr	Dec. 22, 2021 yr
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.25	1.23
Dividend yield
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.00	0.00
Expected term (years)
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.98	5.00
Expected Volatility
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	35.30	15.30
Exercise Price
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
Stock Price
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.87	9.66

Commitment and Contingences - Additional Information (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Jul. 01, 2021	Apr. 20, 2021	May 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Nov. 22, 2021	May 24, 2021	May 23, 2021
Commitments And Contingences [Line Items]
Operating lease, Term of contract				3 years
Operating lease expiration year				2028
Rent expense				$ 2	$ 2
Sublease Income				0	318
Total net rent expense				3,241	3,774
Rent cancellation penalty		$ 4,243
Percentage of penalty fee paid			50.00%
Palantir Foundry Agreement
Commitments And Contingences [Line Items]
Professional subscription period	5 years
Quarterly subscription fee	$ 1,000
Letters of Credit
Commitments And Contingences [Line Items]
Line of credit				$ 983	$ 2,228	$ 983	$ 1,500	$ 2,228

Description of Business - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 Merger
Description Of Business [Line Items]
Number of merger transactions	4
MCAP
Description Of Business [Line Items]
Business combination agreement date	Jul. 27, 2021

Warrants - Summary of Number of Outstanding Public and Private Placement Warrants and Corresponding Exercise Price (Details)	Dec. 31, 2021 $ / shares shares
Public Warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding \| shares	10,541,667
Exercise Price \| $ / shares	$ 11.50
Expiration Date	Dec. 21, 2026
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding \| shares	5,432,237
Exercise Price \| $ / shares	$ 11.50
Expiration Date	Dec. 21, 2026

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Reverse Recapitalization	Equity-based Compensation	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Reverse Recapitalization	Additional Paid-in Capital Equity-based Compensation	Retained Earnings	Noncontrolling Interests
Balance at the beginning at Dec. 31, 2019	$ 53,814			$ 6	$ 44,826			$ 8,982
Balance at the beginning (in shares) at Dec. 31, 2019				59,688,116
Equity-based compensation	657				657
Exercises of options	$ 101				101
Exercises of options (in shares)	187,580			165,160
Net income (loss)	$ 6,695							7,327	$ (632)
Balance at the end at Dec. 31, 2020	61,267			$ 6	45,584			16,309	(632)
Balance at the end (in shares) at Dec. 31, 2020				59,853,276
Equity-based compensation	5,823				5,823
Sellers Earn-Out Adjustments		$ (41,480)	$ 55			$ (41,480)	$ 55
Exercises of options	$ 18				18
Exercises of options (in shares)	33,217			29,247
Issuance of Common Stock upon the Reverse Recapitalization, net of offering costs	$ 60,781			$ 3	60,778
Issuance of Common Stock upon the Reverse Recapitalization, net of offering costs (in shares)				25,861,471
Net income (loss)	25,419							26,203	(784)
Balance at the end at Dec. 31, 2021	$ 111,883			$ 9	$ 70,778			$ 42,512	$ (1,416)
Balance at the end (in shares) at Dec. 31, 2021				85,743,994

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

+ References

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+ Details

Accounts Receivable, Net (Tables)

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

Summary of Accounts Receivable, Net

Accounts receivable, net consisted of the following:


	As of December 31,
	2021			2020
Accounts receivables		56,180		$	47,132
Other receivables		121			340
		56,301			47,472
Less: allowance for doubtful accounts		(365	)		(457	)
Accounts receivable, net		55,936		$	47,015

Schedule of Changes in Allowance for Doubtful Accounts

The following table presents changes in the allowance for doubtful accounts:


	Year Ended December 31,
	2021			2020
Beginning balance	$	457		$	376
Reserve for doubtful accounts		217			216
Write-offs, net of recoveries		(309	)		(135	)
Ending balance	$	365		$	457

Accounts Receivable, Net - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Beginning balance	$ 457	$ 376
Reserve for doubtful accounts	217	216
Write-offs, net of recoveries	(309)	(135)
Ending balance	$ 365	$ 457

Commitments And Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

21.

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 three 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, 2021:


	Year ended December 31,
2022	$	1,369
2023		1,391
2024		1,361
2025		1,342
2026		1,364
Thereafter		2,386
Total	$	9,213

In connection with several lease agreements, the Company maintains letters of credit in the total amount of approximately $983 and $2,228, for the years ended December 31, 2021 and 2020, respectively.

Additionally, the Company rents certain locations on a month-to-month basis. Rent expense for these locations totaled approximately $2 and $2 per month for the years ended December 31, 2021 and 2020, respectively. The Company subleases a portion of its office space to third parties. Rental income related to the sublease totaled $0 and $318 for the years ended December 31, 2021 and 2020, respectively. Rental income is netted with rent expense. Total net rent expense for the years ended December 31, 2021 and 2020 was $3,241 and $3,774, 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 was 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 and effective November 23, 2021, was amended and further reduced to $983.

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 suite 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 five years at a quarterly fee of $1,000.

Warrants

12 Months Ended

Dec. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

Warrants

17.

WARRANTS

Following the consummation of the Business Combination, holders of the Public Warrants and Private Placement Warrants are entitled to acquire Common Stock of the Company. The warrants will become exercisable on March 2, 2022, which is the later of 12 months from the closing of the MCAP's initial public offering and 30 days after the closing date of the Business Combination. Each whole warrant entitles the registered holder to purchase one share of Common Stock at an

exercise price of $11.50 per share. The Public Warrants and Private Placement Warrants will expire five years after the completion of the Business Combination.

Once the Public Warrants became exercisable, the Company has the right to redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant; upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders; and

•

at a price of $0.10 per Public Warrant if, and only if, the reported last sale price of the Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

The Private Placement Warrants are identical to the Public Warrants except: (i) they will not be redeemable by the Company; and (ii) they may be exercised by the holders on a cashless basis so long as they are held by the initial purchasers or their permitted transferees.

The Company will not be obligated to deliver any Common Stock pursuant to the exercise of a Public and Private Placement Warrant and will have no obligation to settle such Public and Private Placement Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Public and Private Placement Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

Public Warrants and Private Placement Warrants are liability-classified. The following table summarizes the number of outstanding Public Warrants and Private Placement Warrants and the corresponding exercise price:


	As of December 31,
	2021		2020		Exercise Price		Expiration Date
Public Warrants		10,541,667		—	$	11.50	December 21, 2026
Private Placement Warrants		5,432,237		—	$	11.50	December 21, 2026

The number of Public and Private Warrants assumed at close of the Business Combination was the same as outstanding as of December 31, 2021.

Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets (“Escrow Warrants”). The Escrow Warrants will be released if the VWAP of the Company’s Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the 3rd anniversary of the Business Combination closing.

Initial and subsequent measurement of Public Warrants

The Public Warrants are measured at fair value on a recurring basis. The initial and subsequent measurement of the Public Warrants as of December 22, 2021 and December 31, 2021, respectively, is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ADTHW.

Initial and subsequent measurement of Private Warrants

The Private Warrants are measured at fair value on a recurring basis. The initial and subsequent measurement of the Public Warrants as of December 22, 2021 and December 31, 2021, respectively, is classified as Level 2. A Monte Carlo simulation model is used to determine fair value.

The key inputs into the Monte Carlo simulation model for the Private Placement were as follows at initial measurement and as of December 31, 2021:


	As of December 31, 2021			As of December 22, 2021
	at Subsequent Measurement			at Initial Measurement
Risk-free interest rate		1.25	%		1.23	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		4.98			5.00
Expected Volatility		35.30	%		15.30	%
Exercise Price	$	11.50		$	11.50
Stock Price	$	5.87		$	9.66

The volatility utilized in estimating the fair value of the Company’s Private Warrant liability was based on the weighted average of the implied volatility and guideline public company volatility. The implied volatility was estimated by calibrating to the market price of the public warrants as of the respective valuation date, using a binomial lattice model. The guideline public company volatility was estimated based on historical lookback volatility of guideline public companies over a term period commensurate with the expected term of the warrant, as well as, consideration to implied volatilities sourced from Bloomberg, L.P.

Key assumptions are as follows:

Risk-free interest rate - The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Private Placement Warrants.

Dividend yield - The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends.

Expected term – The forecast period represents the time until expiration of the Private Placement Warrants.

Expected Volatility - The expected volatility assumption was determined by examining the historical volatilities of a group of industry peers and the implied volatility from the market price of the Public Warrants.

Warrant liability

On December 22, 2021, the Public Warrants and Private Placement Warrants outstanding were determined to be $0.87 and $1.80 per warrant, respectively.

On December 31, 2021, the Public Warrants and Private Placement Warrants outstanding were determined to be $0.68 and $0.92 per warrant, respectively.

The following table presents the changes in the fair value of the Public and Private Placement Warrants:


	Public Warrants			Private Placement Warrants			Total Warrant Liabilities
Fair value as of December 31, 2020	$	—		$	—		$	—
Initial measurement on December 22, 2021		9,171			9,778			18,949
Change in valuation inputs or other assumptions		(2,003	)		(4,780	)		(6,783	)
Fair value as of December 31, 2021	$	7,168		$	4,998		$	12,166

Warrants - Additional Information (Details)	12 Months Ended
Warrants - Additional Information (Details)	Dec. 31, 2021 Item $ / shares shares	Dec. 22, 2021 $ / shares
Warrants
Class of Warrant or Right [Line Items]
Warrants exercisable date	Mar. 02, 2022
Warrant exercise period condition one	12 months
Warrant exercise period condition two	30 days
Number of shares issuable per warrant \| shares	1
Exercise price per share	$ 11.50
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price per share	$ 11.50
Warrants expiration term	5 years
Warrants Outstanding \| shares	10,541,667
Price per warrant outstanding	$ 0.68	$ 0.87
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Warrant redemption condition minimum share price	$ 18.00
Threshold trading days for redemption of public warrants \| Item	20
Threshold consecutive trading days for redemption of public warrants \| Item	30
Public Warrants \| Redemption of Warrants When Price per Share of Common Stock Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10
Warrant redemption condition minimum share price	$ 10.00
Threshold trading days for redemption of public warrants \| Item	20
Threshold consecutive trading days for redemption of public warrants \| Item	30
Private Placement Warrants
Class of Warrant or Right [Line Items]
Exercise price per share	$ 11.50
Warrants expiration term	5 years
Warrants Outstanding \| shares	5,432,237
Price per warrant outstanding	$ 0.92	$ 1.80
Private Placement Warrants \| Release of Warrants When VWAP of Common Stock Equals or Exceeds $14.00
Class of Warrant or Right [Line Items]
Exercise price per share	$ 14.00
Threshold trading days for redemption of public warrants \| Item	20
Threshold consecutive trading days for redemption of public warrants \| Item	30
Warrants held in escrow \| shares	551,096

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

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

The following table summarizes our liabilities measured at fair value on a recurring basis by level within the fair value hierarchy:


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Public warrants(1)	$	7,168	$	—	$	—	$	7,168
Private placement warrants(1)		—		4,998		—		4,998
Seller's Earn-Out(1)		—		—		18,081		18,081
Total liabilities	$	7,168	$	4,998	$	18,081	$	30,247

(1) Warrants and Seller's Earn-Out were both $0 as of December 31, 2020.

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

Intangible assets, net consisted of the following:


			As of December 31, 2021
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		1.0	$	9,124	$	(8,653	)	$	471
Capitalized software costs		1.0		7,366		(5,335	)		2,031
Customer relationships		2.0		31,726		(22,740	)		8,986
Trademarks/tradename		5.0		10,240		(5,134	)		5,106
Total			$	58,456	$	(41,862	)	$	16,594


			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

Summary of Amortization Expense

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


	Year ended December 31,
	2021		2020
Platform operations	$	2,001	$	1,720
Sales and marketing		5,480		5,489
Technology and development		558		465
General and administrative		306		314
Total	$	8,345	$	7,988

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,
2022	$	7,533
2023		5,996
2024		1,021
2025		1,020
2026		1,016
Thereafter		8

Warrants - Schedule of Changes in Fair Value of Public and Private Placement Warrants (Details) - Level 3 - USD ($) $ in Thousands		12 Months Ended
	Dec. 22, 2021	Dec. 31, 2021
Public Warrants
Class of Warrant or Right [Line Items]
Initial measurement on December 22, 2021	$ 9,171
Change in valuation inputs or other assumptions		$ (2,003)
Fair value as of ending balance		7,168
Private Placement Warrants
Class of Warrant or Right [Line Items]
Initial measurement on December 22, 2021	9,778
Change in valuation inputs or other assumptions		(4,780)
Fair value as of ending balance		4,998
Warrants
Class of Warrant or Right [Line Items]
Initial measurement on December 22, 2021	$ 18,949
Change in valuation inputs or other assumptions		(6,783)
Fair value as of ending balance		$ 12,166

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

13.

INCOME TAXES

For the years ended December 30, 2021 and 2020, the Company recorded a provision for income taxes of $3,360 and $2,780, respectively. The effective income tax rates (“ETR”) for the years ended December 31, 2021 and 2020 were 11.71% and 29.35%, respectively.

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, 2021, 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 $256 from December 31, 2020.

The components of income (loss) from operations before income taxes consist of the following for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
Domestic	$	28,276	$	9,946
Foreign		503		(471	)
Income from operations before income taxes	$	28,779	$	9,475

Components of the provision for income taxes consist of the following for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021			2020
Current provision (benefit):
Federal	$	3,908		$	3,465
State and local		2,325			1,643
Foreign		18			(11	)
Total current provision		6,251			5,097
Deferred benefit:
Federal		(2,054	)		(1,614	)
State and local		(837	)		(703	)
Foreign		—			—
Total deferred benefit		(2,891	)		(2,317	)
Provision for income taxes	$	3,360		$	2,780

Reconciliation of the federal statutory rate to the Company’s effective tax rate is the following for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021			2020
Federal income tax rate		21.00	%		21.00	%
State and local taxes, net of federal benefit		5.22	%		7.68	%
Foreign rate differential		0.10	%		-0.27	%
Unrealized gain on Seller's Earn-Out and warrants valuation		-22.06	%		0.00	%
Non-deductible transaction costs		3.95	%		0.00	%
Permanent items		2.00	%		1.18	%
Research and development credits		-1.27	%		-2.96	%
Equity option forfeitures		0.05	%		1.38	%
Write-off of 162(m) limited stock options		3.29	%		0.00	%
Change in valuation allowance		0.64	%		1.20	%
State FIN 48		-1.12	%		0.14	%
Other		-0.09	%		0.00	%
Effective tax rate		11.71	%		29.35	%

The tax effects of significant temporary differences that comprise deferred tax assets and liabilities were as of December 31, 2021 and 2020:


	As of December 31,
	2021			2020
Deferred tax assets:
Accrued expenses	$	364		$	598
Capitalized costs		3,321			—
Deferred rent		540			505
Investments		—			30
Net operating losses		677			353
Reserves		173			178
Equity-based compensation		770			389
Uncertain Tax Positions		—			86
Deferred tax assets		5,845			2,139
Valuation Allowance		(370	)		(114	)
Net deferred tax asset		5,475			2,025
Deferred tax liabilities:
Property & equipment		(770	)		(315	)
Intangible assets		(4,271	)		(6,230	)
Deferred tax liabilities		(5,041	)		(6,545	)
Deferred tax asset (liability)	$	434		$	(4,520	)

As of December 31, 2021, the Company has U.S Federal net operating losses of $2,592, U.S. state net operating loss carryforwards of $2,585, both of which may be subject to a Section 382 limitation. 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.


	Year Ended December 31,
	2021			2020
Unrecognized tax benefits–beginning of period	$	380		$	380
Tax position changes–current period		(380	)		—
Unrecognized tax benefits–end of period		—			380
Interest and penalties–end of period		—			27
Total liabilities related to uncertain tax positions	$	—		$	407

The above unrecognized tax benefit was associated with state returns for the 2018 and 2019 tax years that had not been filed as of the filing of the Company's Consolidated Financial Statements as of and for the year ended December 31, 2020 for states that the Company had economic nexus. These state returns were filed during the year ended December 31, 2021, resulting in the release of the reserve in full. The Company recognizes interest and penalties associated with uncertain tax positions as a component of the provision for income taxes. 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 $0 and $18, for the years ended December 31, 2021 and 2020, respectively. 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, 2021, the Company’s tax returns remain open and subject to examination by the tax authorities for the tax years 2018 and after.

If amounts are repatriated from our foreign subsidiaries, we could be subject to additional non-U.S. income and withholding taxes. We consider undistributed earnings of such foreign subsidiaries to be indefinitely reinvested.

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, if any, of the CARES Act in its December 31, 2021 and 2020 Consolidated Financial Statements.

On December 22, 2016, the Legacy AdTheorent and a private equity investment firm closed a growth recapitalization transaction in partnership with Legacy AdTheorent’s co-founders and existing investors (the "Sellers"). As part of that transaction, Legacy AdTheorent was to 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 the year ended December 31, 2020, the remaining accrual of $917 was paid. As of December 31, 2021 and 2020, all tax attributes arising from December 22, 2016 and prior were exhausted.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 58,456	$ 57,887
Accumulated amortization	(41,862)	(35,037)
Net carrying amount	$ 16,594	$ 22,850
Software
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	1 year	2 years
Gross amount	$ 9,124	$ 9,124
Accumulated amortization	(8,653)	(8,138)
Net carrying amount	$ 471	$ 986
Capitalized Software Costs
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	1 year	1 year 4 months 24 days
Gross amount	$ 7,366	$ 5,275
Accumulated amortization	(5,335)	(3,334)
Net carrying amount	$ 2,031	$ 1,941
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	2 years	3 years
Gross amount	$ 31,726	$ 31,726
Accumulated amortization	(22,740)	(18,227)
Net carrying amount	$ 8,986	$ 13,499
Trademarks/tradename
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	5 years	6 years
Gross amount	$ 10,240	$ 10,243
Accumulated amortization	(5,134)	(4,115)
Net carrying amount	$ 5,106	$ 6,128
Non-compete Agreements
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)		1 year
Gross amount		$ 1,519
Accumulated amortization		(1,223)
Net carrying amount		$ 296

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combination And Asset Acquisition [Abstract]

Business Combination

BUSINESS COMBINATION

As previously detailed in Note 1 – Description of the Business. On December 22, 2021, the Company consummated the Business Combination with Legacy AdTheorent pursuant to the Business Combination Agreement, dated as of July 27, 2021.

Legacy AdTheorent was deemed to be the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in ASC 805. While the Company was the legal acquirer in the Business Combination, because Legacy AdTheorent was deemed the accounting acquirer, the historical financial statements of Legacy AdTheorent became the historical financial statements of the combined company, upon the consummation of the Business Combination. Accordingly, the Business Combination will be treated as the equivalent of Legacy AdTheorent issuing stock for the net assets of the Company, accompanied by a Reverse Recapitalization whereby the net assets of the Company will be stated at historical cost and no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Legacy AdTheorent, as the predecessor entity.

PIPE

Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 12,150,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company (the “PIPE Shares”), for a purchase price of $10.00 per share, representing aggregate gross proceeds of $121,500 (the “PIPE Financing”). Pursuant to the Subscription Agreements, the Company gave certain registration rights to the PIPE Investors with respect to the PIPE Shares. The sale of the PIPE Shares was consummated concurrently with the Closing.

MCAP Shares Conversion

Pursuant to the Company’s prior amended and restated certificate of incorporation, each issued and outstanding share of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), converted into one share of Class A Common Stock, at the Closing. After the Closing and following the effectiveness of the Company’s second amended and restated certificate of incorporation (“Certificate of Incorporation”), each share of Class A Common Stock was automatically reclassified, redesignated and changed into one validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Company or any stockholder. This conversion resulted in 13,711,471 shares of the Company’s Common Stock being held by MCAP shareholders immediately following the Closing of the Business Combination.

MCAP Warrants Conversion and Escrow Warrants

On the Closing Date, the Company’s 5,432,237 Private Placement Warrants and 10,541,667 Public Warrants exercisable into Class A Common Stock were converted into an equal number of Warrants for the Company’s Common Stock with the same terms.

Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets (“Escrow Warrants”). The Escrow Warrants will be released if the volume-weighted average price (“VWAP”) of the Company’s Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the 3rd anniversary of the Business Combination closing. See Note 17 – Warrants for further details.

Sponsor Earn-Out Escrow Shares

At the Closing of the Business Combination, and in accordance with the Sponsor Support Agreement, MCAP deposited (a) 598,875 shares (the “Escrow Shares”) of the Company’s Common Stock with an escrow agent. The escrow agent shall hold 299,438 of the Escrow Shares (the “First Level Escrow Shares”) until the earlier to occur of (a) the date on which the VWAP of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for 20 trading days within a period of 30 consecutive trading days following the date hereof or (b) three years after the Business Combination Close. The escrow agent shall hold 299,437 of the Escrow Shares (the “Second Level Escrow Shares”) until the earlier to occur of (a) the date on which the VWAP of the Company’s Common Stock equals or exceeds $13.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for 20 trading days within a period of 30 consecutive trading days following the date hereof or (b) three years after the Business Combination Close.

Prior to the contingency achievement, the Escrow Shares will be classified as equity under ASC Topic 815, Derivatives and Hedging, (“Topic 815”). Paragraph ASC 815-10-15-74(a) states that a reporting entity shall not consider contracts that are both (a) indexed to an entity’s own stock and (b) classified in stockholder’s equity in its statement of financial position to be derivative instruments. The Company evaluated the Escrow Shares and found they met the scope exception under ASC 815.

The fair value at initial measurement of the First Level Escrow Shares and Second Level Escrow Shares is $8.16 and $7.65 per share, respectively, and is recorded within Additional Paid in Capital in the Consolidated Balances Sheets.

Legacy AdTheorent Units and Equity Award Conversion

In connection with the Closing of the Business Combination, each Class A, Class B, and Class C units of Legacy AdTheorent then issued and outstanding were automatically cancelled, extinguished, and exchanged (using the applicable Exchange Ratio) for issued shares of the Company’s Common Stock. This exchange resulted in 59,882,523 shares of the Company’s Common Stock being held by Legacy AdTheorent unit holders immediately following the Close of the Business Combination.

Additionally, each stock option and Restricted Incentive Unit of Legacy AdTheorent was cancelled and exchanged using the applicable Exchange Ratio. See Note 14 –Equity-Based Compensation for further details.

Legacy AdTheroent Equity Holders Cash Consideration

Pursuant to the terms of the Business Combination, Legacy AdTheorent equity holders were paid cash consideration of $81,065 as part of the total transaction consideration. The remaining transaction consideration was paid to Legacy AdTheorent equity holders in the form of shares of the Company’s Common Stock as detailed above.

Debt

In connection with the Business Combination, the Company entered into a new revolving credit facility. The proceeds from this new debt were used to pay off the Company’s existing indebtedness. See Note 11 – Debt for further details.

Seller’s Earn-Out

In accordance with the Business Combination Agreement, if, at any time during the period following the closing of the Business Combination and expiring on the third anniversary of that date, (i) the VWAP of the Company’s Common Stock shall be greater than or equal to $14.00 per share for any 20 trading days within a period 30 consecutive trading days or (ii) the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction that results in all stockholders having the right to exchange their shares of the Company for cash, securities or other property pursuant to which the valuation of such shares of the Company equals or exceeds $14.00 per share (the “Seller’s Earn-Out Target”), then within 10 business days following the achievement of the Seller’s Earn-Out Target, the Company shall pay or issue, as applicable, to the equity holders of the Company prior to the close of the transaction and holders of the Exchanged Option or Exchanged Unit’s an aggregate amount equal to $95,000 (the “Seller’s Earn-Out”), at the sole and absolute discretion of the Company Board, in the form of (1) the issuance of validly issued, fully-paid and nonassessable shares of the Company valued at $14.00 per share (6,785,714 shares), (2) a payment in cash or (3) a combination of (1) and (2) (the “Seller’s Earn-Out Consideration”); provided, however, that (x) no Seller’s Earn-Out Consideration will be paid with respect to unvested Exchanged Options or Exchanged Units that expired or terminated prior to the date the Company pays the Seller's Earn-Out Consideration and (y) with respect to outstanding Exchanged Options and Exchanged Units that are unvested as of the date the Company pays the Seller’s Earn-Out Consideration, the Company shall pay the Seller’s Earn-Out Consideration to the applicable holder of an Exchanged Option and Exchanged Units within 30 days following the date on which the unvested Exchanged Option and Exchanged Unit vests, subject to the holder’s continued employment or service through such vesting date. See Note 16 – Seller’s Earn-Out for further details.

Immediately after giving effect to the Business Combination, there were 85,743,994 shares of Common Stock issued and outstanding and warrants to purchase 15,973,904 shares of Common Stock issued and outstanding.

The Company incurred underwriters’ fees in connection with its initial public offering, which were deferred and payable from the amounts held in the trust account upon completion of the Business Combination. Upon the Closing of the Business Combination the $11,069 in deferred underwriters’ fees were paid from proceeds received at Closing.

During the year ended December 31, 2021, the Company and Legacy AdTheorent incurred offering costs of $14,226 and $7,992, respectively, related to third-party legal, accounting and other professional services to consummate the Business Combination. The offering costs of the accounting acquirer, Legacy AdTheorent, were allocated between paid-in capital and earnings. Offering costs of $1,919 were allocated as part of the issuance of the Common Stock and were treated as a reduction of the proceeds raised and were netted against paid-in capital in the Company’s Consolidated Balance Sheets. Offering costs of $6,073 were allocated as part of the liability-classified Seller’s Earn-Out and Warrant liability and were expensed and recorded as General and administrative expense in the Consolidated Statement of Operations.

Additionally, in connection with the Closing of the Business Combination, Legacy AdTheorent management received $5,000 in management bonuses, which were paid out prior to the Closing. The payment of the management bonus is recorded as General and administrative expense in the Consolidated Statement of Operations.

Earnings Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share

19.

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income available to Common Stockholders (the numerator) by the weighted average number of Common Stock outstanding for the period (the denominator). Diluted earnings per share available to Common Stockholders is computed by dividing net income by the weighted average number of Common Stock outstanding during the period adjusted for the dilutive effects of Common Stock equivalents using the treasury stock method or the method based on the nature of such securities. The computation of net income per share was as follows:


	Year Ended December 31,
	2021		2020
Net income attributable to AdTheorent Holding Company, Inc.	$	26,203	$	7,327

Weighted-average common shares outstanding - basic		60,510,847		59,732,359
Effect of dilutive equity-based awards		7,431,576		—
Weighted-average common shares outstanding - diluted		67,942,423		59,732,359

Earnings per share:
Basic	$	0.43	$	0.12
Diluted	$	0.39	$	0.12

The following outstanding potentially dilutive securities were excluded from the calculation of diluted net income per Common Stockholder because their impact would have been anti-dilutive for the period presented or their contingency conditions were not met:


	As of December 31,
	2021		2020
Stock options		549,623		7,769,530
Restricted Stock Units (RSUs)		592,425		—
Public Warrants		10,541,667		—
Private Placement Warrants (1)		5,432,237		—
Seller's Earn-Out		6,785,714		—
Sponsor Earn-Out		598,875		—
Total		24,500,541		7,769,530

(1) Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets.

Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Accounts receivables	$ 56,180	$ 47,132
Other receivables	121	340
Accounts and other receivables, Gross	56,301	47,472
Less: allowance for doubtful accounts	(365)	(457)
Accounts receivable, net	$ 55,936	$ 47,015

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	25. SUBSEQUENT EVENTS On March 11, 2022, the Company granted 3,325,772 RSUs at a fair value of $6.83 per share to employees and Board members. The vesting conditions for the RSUs are a mix of time-based and performance-based requirements.

Subsequent Events - Additional Information (Details) - Restricted Stock Units (RSUs) - $ / shares		12 Months Ended
	Mar. 11, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Share-based compensation, equity instruments other than options, granted		847,081	0
Weighted Average Grant-Date Fair Value per Unit, Granted		$ 7.95	$ 0
Subsequent event
Subsequent Event [Line Items]
Share-based compensation, equity instruments other than options, granted	3,325,772
Weighted Average Grant-Date Fair Value per Unit, Granted	$ 6.83

Summary of Significant Accounting Policies - Revenue by Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	$ 165,365	$ 121,015
U.S.
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	160,821	119,041
Canada
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	4,032	1,834
United Kingdom
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	492	$ 140
Other
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	$ 20

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Fair Value Liabilities Measured On Recurring Basis (Parenthetical) (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants and/or earn-out outstanding	$ 12,166,000
Warrants and Seller's Earn-Out
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants and/or earn-out outstanding		$ 0

Intangible Assets, Net

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

INTANGIBLE ASSETS, Net

Intangible assets, net consisted of the following:


			As of December 31, 2021
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		1.0	$	9,124	$	(8,653	)	$	471
Capitalized software costs		1.0		7,366		(5,335	)		2,031
Customer relationships		2.0		31,726		(22,740	)		8,986
Trademarks/tradename		5.0		10,240		(5,134	)		5,106
Total			$	58,456	$	(41,862	)	$	16,594


			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

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


	Year ended December 31,
	2021		2020
Platform operations	$	2,001	$	1,720
Sales and marketing		5,480		5,489
Technology and development		558		465
General and administrative		306		314
Total	$	8,345	$	7,988

Amortization expense for Capitalized software costs for the year ended December 31, 2021 and 2020 was $2,001 and $1,635, respectively.

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


	Year ended December 31,
2022	$	7,533
2023		5,996
2024		1,021
2025		1,020
2026		1,016
Thereafter		8

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.

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

11.

DEBT

Silicon Valley Bank Revolver

On September 21, 2017, Legacy AdTheorent 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 21 — 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, Legacy AdTheorent 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. This 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 amendment was executed which 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 SVB to Legacy AdTheorent in connection with the amendment. Legacy AdTheorent accounted for the extension of the maturity date as a modification of the debt instrument.

On December 22, 2021, the Company entered into a senior secured credit facilities credit agreement (the “Senior Secured Agreement”) with SVB. The Senior Secured Agreement allows for the Company to borrow up to $40,000 in a revolving credit facility ("Revolving Credit Facility"), including a $10,000 sub-limit for letters of credit and a swing line sub-limit of $10,000. The Revolving Credit Facility commitment termination date is December 22, 2026 and, as such, the Company's debt obligation has been presented as a long-term liability. The Company accounted for the Senior Secured Agreement as a debt modification and the financing fees incurred were immaterial to the financial statements.

In accordance with the Senior Secured Agreement there are two types of revolving loan, either a Secured Overnight Financing Rate Loan (“SOFR Loan”) loan or an ABR Alternate Base Rate Loan (“ABR Loan”). The revolving loans may from time to time be SOFR Loans or ABR Loans, as determined by the Company. Interest shall be payable quarterly based on the type of loan.

Each SOFR Loan bears interest for each day at a rate per annum equal to Adjusted Term SOFR, as defined in the Senior Secured Agreement, plus the Applicable Margin, as defined in the Senior Secured Agreement. The Applicable Margin can vary between 2.00% and 2.50% based on the leverage ratio of the Company.

Each ABR Loan (including any swingline loan) bears interest at a rate per annum equal to the highest of the Prime Rate in effect on such day, the Federal Funds Effective Rate in effect on such day plus 0.50%, and the Adjusted Term SOFR, as defined in the Senior Secured Agreement, for a one-month tenor in effect on such day plus 1.00% (“ABR”); plus the Applicable Margin, as defined in the Senior Secured Agreement. The Applicable Margin can vary between 1.00% and 1.50% based on the leverage ratio of the Company.

In addition, the Senior Secured Agreement has a commitment fee in relation to the non-use of available funds ranging from 0.25% to 0.35% per annum based on the leverage ratio of the Company.

The Company’s borrowings under the Revolving Credit Facility as of December 31, 2021 consist of ABR loans.

All obligations under the Senior Secured Agreement are secured by a first priority lien on substantially all assets of the Company.

The Company is subject to customary representations, warranties, and covenants. The Senior Secured Agreement 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 90 days after year-end commencing with the fiscal year ending December 31, 2022 financial statements, (ii) delivering unaudited quarterly consolidated financial statements within 45 days after each fiscal quarter, commencing with the quarterly period ending on March 31, 2022 and (iii) maintaining certain leverage ratios and liquidity coverage ratios. As of December 31, 2021, the Company was in full compliance with the terms of the Senior Secured Agreement.

The Company incurred $277 of deferred financing fees associated with the Senior Secured Agreement. The deferred financing fees were capitalized and recorded in Other assets on the Consolidated Balance Sheets. The deferred financing fees are being amortized using the straight-line method over the term of the Senior Secured Agreement. As of December 31, 2021, the Company had one letter of credit for approximately $983 the remainder of $39,017 was drawn on the revolving credit facility. The total amount drawn as of December 31, 2021 was repaid in January 2022.

2016 Credit Agreement

On December 22, 2016, Legacy AdTheorent entered into a credit agreement (“2016 Credit Agreement”) with various financial institutions (“Lenders”), including Monroe Capital, LLC. MCAP and several of MCAP's officers and directors are affiliated with Monroe Capital, LLC. The Credit Agreement consisted of a $48,500 term loan and revolving loans in aggregate principal amount of $5,000 (collectively, the “Facility”). The Facility was interest bearing 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.

Legacy AdTheorent entered into five separate amendments to the 2016 Credit Agreement subsequent to the date of the 2016 Credit Agreement. These 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, 2021 and 2020, the Company amortized $155 and $220, respectively. The effective rate of interest associated with this loan was 10.6% for the years ended December 31, 2021 and 2020.

The Facility matured on December 22, 2021 and the Company paid off the remaining outstanding balance on such date in connection with the Business Combination. Deferred financing fees were fully amortized as of the maturity date, December 22, 2021.

Debt consists of the following as of December 31, 2021 and 2020:


	As of December 31,
	2021		2020
(amounts in US Dollars)	(in thousands)
Revolving Credit Facility	$	39,017	$	—
Term loan		—		26,187
Total debt		39,017		26,187
Less: Deferred financing fees		—		(155	)
		39,017		26,032
Less: Current portion		—		(26,032	)
Total non-current debt, net of deferred financing fees	$	39,017	$	—

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Risks, Uncertainties, and Concentrations

12 Months Ended

Dec. 31, 2021

Risks And Uncertainties [Abstract]

Risks, Uncertainties, and Concentrations

22.

RISKS, UNCERTAINTIES, AND CONCENTRATIONS

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, 2021 and 2020, one customer represented approximately 6% and 15% of accounts receivable, respectively. At December 31, 2021 and 2020, five customers represented approximately 24% and 34% of accounts receivable, respectively.

For the year ended December 31, 2021, five customers represented approximately 25% of revenue. For the year ended December 31, 2020, one customer represented approximately 10% of revenue and five customers represented approximately 32% of revenue.

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. As of December 31, 2021 and 2020, the Company had balances of $99,587 and $16,307 in excess of the FDIC insured limits, respectively. 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.

Prepaid Expenses

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses

PREPAID EXPENSES

Prepaid expenses consisted of the following:


	As of December 31,
	2021		2020
Income taxes	$	2,683	$	—
Software		747		561
Other		371		430
Total	$	3,801	$	991

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, Net

Property and Equipment, net consisted of the following:


	As of December 31,
	2021			2020
Computers and equipment	$	798		$	659
Less: accumulated depreciation		(389	)		(333	)
Total	$	409		$	326

Depreciation expense on Property and Equipment was $148 and $146 for the years ended December 31, 2021 and 2020, respectively.

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Unrecognized tax benefits–beginning of period	$ 380	$ 380
Tax position changes-current period	$ (380)	0
Unrecognized tax benefits–end of period		380
Interest and penalties–end of period		27
Total liabilities related to uncertain tax positions		$ 407

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 100,093	$ 16,717
Restricted cash	0	50
Accounts receivable, net	55,936	47,015
Income tax recoverable	95	132
Prepaid expenses	3,801	991
Total current assets	159,925	64,905
Property and equipment, net	409	326
Customer relationships, net	8,986	13,499
Other intangible assets, net	7,608	9,351
Goodwill	35,778	35,778
Deferred income taxes, net	434
Other assets	402	151
Total assets	213,542	124,010
Current liabilities
Accounts payable	12,382	12,542
Accrued compensation	10,530	10,575
Accrued expenses	4,664	5,999
Term loans, current portion		26,032
Total current liabilities	27,576	55,148
Revolver borrowings	39,017
SAFE notes	2,950	1,250
Warrants	12,166
Seller's Earn-Out	18,081
Deferred income taxes, net		4,520
Deferred rent	1,869	1,825
Total liabilities	101,659	62,743
Commitments and contingencies (Note 21)
Stockholders’ equity
Preferred Stock, $0.0001 per share, 20,000,000 shares authorized, no shares issued and outstanding as of December 31, 2021 and December 31, 2020
Common Stock, $0.0001 par value, 350,000,000 shares authorized; 85,743,994 and 59,853,276 shares issued and outstanding as of December 31, 2021 and 2020, respectively	9	6
Additional paid-in capital	70,778	45,584
Retained earnings	42,512	16,309
Total stockholders' equity attributable to AdTheorent Holding Company, Inc.	113,299	61,899
Noncontrolling interests in consolidated subsidiaries	(1,416)	(632)
Total stockholders' equity	111,883	61,267
Total liabilities and stockholders' equity	$ 213,542	$ 124,010

Equity-Based Compensation - Additional Information (Details)			12 Months Ended
	Dec. 22, 2021 USD ($) $ / shares	Jul. 28, 2021 $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 21, 2021 shares	Dec. 31, 2019 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted			0	0
Exchange ratio			1.563
Outstanding options			7,726,544	7,769,531		8,968,285
Weighted average exercise price \| $ / shares			$ 0.60	$ 0.60		$ 0.61
Cash received from exercise of equity options \| $			$ 18,000	$ 101,000
Estimated income tax benefit of equity-based compensation expense \| $			385,000	181,000
Equity-based compensation costs, capitalized amount \| $			$ 0	0
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of common units, authorized			2,026,328
Options available for future grant			2,026,328
Annual increase in number of shares reserved for issuance percent			1.00%
Annual increase in number of shares reserved for issuance			1,017,309
Equity Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding options			4,942,875
Share-based payment award, equity instruments options, share converted			7,726,543
Weighted average exercise price \| $ / shares			$ 0.60
Aggregate intrinsic value of options exercised \| $			$ 177,000	$ 114,000
Aggregate intrinsic value of options, vested and expected to vest \| $			40,716,000
Total unrecognized compensation cost \| $			$ 259,000
Total unrecognized compensation cost, expected weighted average period			1 year 14 days
Restricted Incentive Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation, equity instruments other than options, outstanding			541,900
Share-based compensation, equity instruments other than options, granted		541,900
Share-based payment award, equity instruments other than options, granted, fair value per unit \| $ / shares		$ 12.43
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation, equity instruments other than options, outstanding			847,081	0		0
Share-based compensation, equity instruments other than options, granted			847,081	0
Share-based payment award, equity instruments other than options, share converted		847,081	847,081
Share-based payment award, equity instruments other than options, exchanged units fair value \| $ / shares		$ 7.95
Compensation expenses recognized upon satisfaction of performance conditions \| $			$ 2,529,000
Award vesting description			The RSUs’ service condition is satisfied 50% as of the first anniversary of the vesting start date and the remaining 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).
Total unrecognized compensation cost, expected weighted average period			9 months 21 days
Share-based payment award, equity instruments other than options, granted, fair value per unit \| $ / shares			$ 7.95	$ 0
Award vesting quarterly percentage			12.50%
Share-based payment award, equity instruments other than options, vested			0	0
Share-based payment award, equity instruments other than options, cancelled			0	0
Total unrecognized compensation expense \| $			$ 4,207,000
Restricted Stock Units (RSUs) \| First Anniversary of Vesting Start Date
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting percentage			50.00%
Restricted Stock Units (RSUs) \| Second Anniversary of Vesting Start Date
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting percentage			50.00%
Performance-based Equity Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average fair value of options granted \| $ / shares	$ 13.78
Acceleration of vesting, expense \| $	$ 2,884,000
2017 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of award			10 years
Options granted			0	0
Options available for future grant			296,572		9,144,532
Cash received from exercise of equity options \| $			$ 18,000	$ 101,000
Tax benefit from equity options exercised \| $			$ 6,000	$ 28,000
2017 Plan \| Time-based Equity Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting percentage			25.00%
Award vesting period			4 years
2017 Plan \| Performance-based Equity Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting percentage			25.00%
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of common units, authorized			10,131,638
Share-based compensation, equity instruments other than options, granted			0
Options available for future grant			10,131,638
Annual increase in number of shares reserved for issuance percent			5.00%

Revenue Recognition - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Revenue, practical expedient, incremental cost of obtaining contract [true false]	true
Contract cost asset recognized	$ 0	$ 0
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false]	true
Minimum
Disaggregation Of Revenue [Line Items]
Typical payment terms	30 days
Maximum
Disaggregation Of Revenue [Line Items]
Typical payment terms	60 days

Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Provision for bad debt	$ 15	$ 159

Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense for Capitalized software costs	$ 2,001	$ 1,635

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables And Accruals [Abstract]
Campaign costs	$ 2,718	$ 1,589
Professional fees	648	4
Sales and use taxes	233	190
Deferred revenue	207	42
Income taxes	13	3,878
Other	845	296
Total	$ 4,664	$ 5,999

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	85,743,994	59,853,276
Common stock, shares outstanding	85,743,994	59,853,276

Income Taxes - Summary of Reconciliation of Federal Statutory Rate to Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal income tax rate	21.00%	21.00%
State and local taxes, net of federal benefit	5.22%	7.68%
Foreign rate differential	0.10%	(0.27%)
Unrealized gain on Seller's Earn-Out and warrants valuation	(22.06%)	0.00%
Non-deductible transaction costs	3.95%	0.00%
Permanent items	2.00%	1.18%
Research and development credits	(1.27%)	(2.96%)
Equity option forfeitures	0.05%	1.38%
Write-off of 162(m) limited stock options	3.29%	0.00%
Change in valuation allowance	0.64%	1.20%
State FIN 48	(1.12%)	0.14%
Other	(0.09%)	0.00%
Effective tax rate	11.71%	29.35%

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 165,365	$ 121,015
Operating expenses:
Platform operations	77,770	59,458
Sales and marketing	38,799	31,608
Technology and development	12,393	9,709
General and administrative	35,424	8,126
Total operating expenses	164,386	108,901
Income from operations	979	12,114
Interest expense, net	(2,404)	(3,285)
Gain on change in fair value of Seller's Earn-Out	23,399	0
Gain on change in fair value of warrants	6,783	0
Other income, net	22	646
Total other income (expense), net	27,800	(2,639)
Net income before provision for income taxes	28,779	9,475
Provision for income taxes	(3,360)	(2,780)
Net income	25,419	6,695
Less: Net loss attributable to noncontrolling interest	784	632
Net income attributable to AdTheorent Holding Company, Inc.	$ 26,203	$ 7,327
Earnings per share:
Basic	$ 0.43	$ 0.12
Diluted	$ 0.39	$ 0.12
Weighted-average common shares outstanding:
Basic	60,510,847	59,732,359
Diluted	67,942,423	59,732,359

SAFE Notes

12 Months Ended

Dec. 31, 2021

S A F E Notes Disclosure [Abstract]

SAFE Notes

12.

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, 2021 and December 31, 2020, the Company raised $1,700 and $1,250, 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 carrying value of the SAFE Notes were determined to materially approximate fair value.

Seller's Earn-Out (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Schedule of Fair Value of Options

The fair value of the options that were valued as of December 22, 2021, was determined to be $13.78 per option. A Black-Scholes Merton model was used to determine the fair value with the following inputs:

Seller's Earn-Out

Business Acquisition [Line Items]

Schedule of Fair Value of Options

Assumptions used in the valuation were as follows:


				Initial Measurement
	As of December 31,			As of December 22,
	2021			2021
Stock price	$	5.87		$	9.66
Dividend yield		0.0	%		0.0	%
Volatility		67.9	%		66.8	%
Risk-free rate		0.96	%		0.97	%
Forecast period (in years)		2.98			3.00

Schedule of Change in Fair Value

The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as at the Business Combination Close ("Initial Measurement") and December 31, 2021:


	Seller's Earn-Out
December 22, 2021 (Initial Measurement)	$	41,480
Change in fair value		(23,399	)
Balance at December 31, 2021	$	18,081

Equity-Based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity-Based Compensation

14.

EQUITY-BASED COMPENSATION

2017 Member Incentive Plan

Prior to the Business Combination, Legacy AdTheorent maintained the Member Incentive Plan (the “2017 Plan”) for its employees and officers. The 2017 Plan provides for granting of equity-based awards at the discretion of the Board of Directors. The equity-based award terms under the 2017 Plan are 10 years. The total number of shares that may be granted by the 2017 Plan is 9,144,532, as adjusted by the Exchange Ratio described below. Legacy AdTheorent had granted both stock options and Restricted Incentive Units (“RIUs”). Upon closing of the Business Combination, the Company ceased granting awards under the 2017 Plan and, as described below, all awards under the 2017 Plan were converted into awards in the combined entity with the same terms and conditions. As of December 31, 2021, 296,572 underlying common shares, adjusted by the Exchange Ratio, are available for future grant under the 2017 Plan.

Conversion of Awards

In connection with the Business Combination, the outstanding stock options and RIUs immediately prior to the closing date (whether vested or unvested) were converted to stock options (“Exchanged Options”) and RSUs (“Exchanged Units”) in the Company (“Exchanged Awards”) at the Exchange Ratio of 1.563, and the exercise price per stock option decreased proportionately by the same conversion ratio. The Exchanged awards continue to be governed by substantially the same terms and conditions, including vesting conditions, as were applicable to the original awards. See additional discussion on the retroactive application of recapitalization in Note 2 — Summary of Significant Accounting Policies. In connection with the Business Combination, 4,942,875 options to purchase Legacy AdTheorent units were exchanged for 7,726,543 Exchanged Options, with an as-adjusted weighted average exercise price of $0.60 per share. In addition, 541,900 RIUs were exchanged for 847,081 Exchanged Units.

2021 Long-Term Incentive Plan and Employee Stock Purchase Plan

In connection with the Business Combination, the Board approved the adoption of the 2021 Long-Term Incentive Plan (the “2021 Plan”). The Company’s stockholders adopted the 2021 Plan on December 21, 2021. The 2021 Plan authorizes the Company to issue an initial aggregate maximum number of shares of Common Stock equal to (i) 10,131,638 Shares plus (ii) an increase commencing on January 1, 2022 and continuing annually on the anniversary thereof through January 1, 2031, equal to the lesser of (a) 5% of the total number of shares outstanding on the last day of the preceding calendar year or (b) such smaller number of shares as determined by the Company’s Board of Directors. As of December 31, 2021, no equity awards had been granted under the 2021 Plan, and 10,131,638 shares remained available for issuance.

The Employee Stock Purchase Plan (“ESPP”) was adopted by the Company’s Board of Directors and stockholders on December 21, 2021. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 2,026,328 shares of the Company’s Common Stock. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2032, by the lesser of (i) 1% of all classes of the Company’s Common Stock outstanding on the immediately preceding December 31, (ii) 1,017,309 shares of Common Stock, or (iii) such smaller number of shares as determined by the Board of Directors of the

Company. As of December 31, 2021, no shares have been issued under the ESPP and as such, 2,026 328 shares remained available for issuance.

Equity Options

The equity options that have been granted by the Company consist of time based (service condition awards) and performance-based (performance condition awards). The time-based equity options vest 25% each year for four 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. As described below, all performance-based options were vested in full in 2021.

The Company received cash in the amount of $18 and $101 from the exercise of equity options for the year ended December 31, 2021 and 2020, respectively. The tax benefit from equity options exercised were $6 and $28 for the year ended December 31, 2021 and 2020, respectively.

During the years ended December 31, 2021 and 2020, the Company did not approve any options to be granted to employees of the Company.

The following summarizes the Company’s equity option plan and the activity for the years ended December 31, 2021 and 2020:


	Equity Option Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2019		8,968,285		$	0.61		8.26
Granted		—			—
Exercised		(187,580	)		0.54
Forfeited		(1,011,174	)		0.64
Outstanding at December 31, 2020		7,769,531		$	0.60	6.04
Granted		—			—
Exercised		(33,217	)		0.55
Forfeited		(9,770	)		0.74
Outstanding at December 31, 2021		7,726,544		$	0.60		5.22
Vested or expect to vest as of December 31, 2021		7,726,544		$	0.60		5.22
Vested and exercisable at December 31, 2021		7,063,174		$	0.59		5.05

The aggregate intrinsic value of options outstanding and vested and expected to vest on December 31, 2021 was $40,716. The aggregate intrinsic value of options exercised during the years ended December 31, 2021 and 2020 is $177 and $114, respectively.

As of December 31, 2021, there was approximately $259 total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 1.04 years.

Performance Award Acceleration

On December 22, 2021, the Board passed a resolution that waived the performance conditions of all unvested performance-based options outstanding and caused them to vest in full prior to the Business Combination. The acceleration of vesting conditions resulted in $2,884 of expense to be recognized at passing of that resolution. Depending on the tranche of the respective performance-based option, the waiving of the performance condition resulted in all previously unrecognized expense being recognized or expense being recognized based on the fair value of the performance-based option as of December 22, 2021. The fair value of the options that were valued as of December 22, 2021, was determined to be $13.78 per option. A Black-Scholes Merton model was used to determine the fair value with the following inputs:


	December 22, 2021
Dividend yield		0.00	%
Volatility		67.0	%
Risk-free rate		1.33	%
Term (in years)		6.25

As there was no active external or internal market for Legacy AdTheorent units, 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. As the Company has limited historical experience with the expected life of its share-based compensation awards, management has determined the expected term using the simplified method, described in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, and SAB No. 110, Share-Based Payment. The risk-free rate used in calculating fair value is based on the average U.S. Treasury yield bond curve commensurate with the term of the Black-Scholes Merton in effect at the time of the valuation.

Restricted Stock Units (“RSUs”)

On July 28, 2021, the Company granted 541,900 RIUs to employees of the Company at a fair value of $12.43 per unit, subject to the terms and conditions of the Restricted Interest Unit Agreement ("RIU Agreement"). The RIU’s are subject to terms and conditions of the Restricted Interest Unit Agreement (“RIU Agreement”). The RIUs were converted to 847,081 Exchanged Units with a fair value of $7.95, as adjusted by the Exchange Ratio, and are RSUs in the Company. The RSUs have both service and performance vesting conditions. 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 RSUs that have not been settled by the Company by the termination date shall be forfeited.

The RSUs vest upon satisfaction of both the participants’ continued employment and a liquidity event. The RSUs therefore have a service condition and a performance condition that must both be met for the RSUs to vest. The RSUs’ service condition is satisfied 50% as of the first anniversary of the vesting start date and the remaining 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 equity covered by the applicable RSUs are transferable via a sale through the public markets via a national securities exchange. The performance condition was met as part of the Business Combination and the Company recognized “catch-up” compensation expense upon the closing date, to the extent the participants’ service condition was satisfied of $2,529.

No awards have vested as of December 31, 2021 and no awards have been cancelled.

A summary of the RSU activity for the years ended December 31, 2021 and 2020, is as follows:


	Equity Option Awards		Weighted Average Grant-Date Fair Value per Unit
Nonvested as of December 31, 2019	$	—	$	—
Granted		—		—
Vested		—		—
Forfeited		—		—
Nonvested as of December 31, 2020		—	$	—
Granted		847,081	$	7.95
Vested		—		—
Forfeited		—		—
Nonvested as of December 31, 2021		847,081	$	—

As of December 31, 2021, there was $4,207 of total unrecognized compensation expense related to the RSUs, which is expected to be recognized over a weighted average period of 0.81 years.

Equity-Based Compensation Expense

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


	Year Ended December 31,
	2021		2020
Platform operations	$	295	$	—
Sales and marketing		1,786	—
Technology and development		531	—
General and administrative		3,211		657
Total equity-based compensation expense	$	5,823	$	657

The estimated income tax benefit of equity-based compensation expense included in the provision for income taxes were approximately $385 and $181 for the year ended December 31, 2021 and 2020, respectively. No equity-based compensation costs were capitalized in any period.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Revenue by Geographic Region

Revenue by geographic region for the years ended December 31, 2021 and 2020 was as follows:


	Year ended December 31,
	2021		2020
U.S.	$	160,821	$	119,041
Canada		4,032		1,834
United Kingdom		492		140
Other		20		—
Total	$	165,365	$	121,015

Summary of Finite Lived Intangible Assets Useful Lives Using Straight-line Method

The Company’s intangible assets are being amortized over their estimated useful lives , using the straight-line method which best reflects the pattern of use, as follows:


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

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt

Debt consists of the following as of December 31, 2021 and 2020:


	As of December 31,
	2021		2020
(amounts in US Dollars)	(in thousands)
Revolving Credit Facility	$	39,017	$	—
Term loan		—		26,187
Total debt		39,017		26,187
Less: Deferred financing fees		—		(155	)
		39,017		26,032
Less: Current portion		—		(26,032	)
Total non-current debt, net of deferred financing fees	$	39,017	$	—

Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current provision (benefit):
Federal	$ 3,908	$ 3,465
State and local	2,325	1,643
Foreign	18	(11)
Total current provision	6,251	5,097
Deferred benefit:
Federal	(2,054)	(1,614)
State and local	(837)	(703)
Total deferred benefit	(2,891)	(2,317)
Provision for income taxes	$ 3,360	$ 2,780

Equity-Based Compensation - Schedule of Fair Value of Options (Details) - Performance-based Equity Options	Dec. 22, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0.00%
Volatility	67.00%
Risk-free rate	1.33%
Term (in years)	6 years 3 months

Warrants (Tables)

12 Months Ended

Dec. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

Summary of Number of Outstanding Public and Private Placement Warrants and Corresponding Exercise Price

The following table summarizes the number of outstanding Public Warrants and Private Placement Warrants and the corresponding exercise price:


	As of December 31,
	2021		2020		Exercise Price		Expiration Date
Public Warrants		10,541,667		—	$	11.50	December 21, 2026
Private Placement Warrants		5,432,237		—	$	11.50	December 21, 2026

Schedule of Key Inputs into Monte Carlo Simulation Model for Private Placement Warrants at Initial and Subsequent Measurement Date

The key inputs into the Monte Carlo simulation model for the Private Placement were as follows at initial measurement and as of December 31, 2021:


	As of December 31, 2021			As of December 22, 2021
	at Subsequent Measurement			at Initial Measurement
Risk-free interest rate		1.25	%		1.23	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		4.98			5.00
Expected Volatility		35.30	%		15.30	%
Exercise Price	$	11.50		$	11.50
Stock Price	$	5.87		$	9.66

Schedule of Changes in Fair Value of Public and Private Placement Warrants

The following table presents the changes in the fair value of the Public and Private Placement Warrants:


	Public Warrants			Private Placement Warrants			Total Warrant Liabilities
Fair value as of December 31, 2020	$	—		$	—		$	—
Initial measurement on December 22, 2021		9,171			9,778			18,949
Change in valuation inputs or other assumptions		(2,003	)		(4,780	)		(6,783	)
Fair value as of December 31, 2021	$	7,168		$	4,998		$	12,166

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Accrued expenses	$ 364	$ 598
Capitalized costs	3,321
Deferred rent	540	505
Investments		30
Net operating losses	677	353
Reserves	173	178
Equity-based compensation	770	389
Uncertain Tax Positions		86
Deferred tax assets	5,845	2,139
Valuation Allowance	(370)	(114)
Net deferred tax asset	5,475	2,025
Deferred tax liabilities:
Property & equipment	(770)	(315)
Intangible assets	(4,271)	(6,230)
Deferred tax liabilities	(5,041)	(6,545)
Deferred tax asset	$ 434
Deferred tax (liability)		$ (4,520)

Summary of Significant Accounting Policies - Additional Information (Details)		12 Months Ended
	Dec. 22, 2021	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)	Jan. 01, 2022 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of operating segment \| Segment		1
Number of reportable segment \| Segment		1
Restricted cash current		$ 0	$ 50,000
Deferred employer portion of social security tax		0	930,000
Cash		100,093,000
Working capital		$ 132,349,000
Useful life of computer equipment		5 years
Software development costs period of amortization		2 years
Impairment of capitalized software development costs		$ 0	0
Impairment of long lived assets held for use		0	0
Allocated overhead costs platform operations		1,125,000	1,201,000
Advertising costs		343,000	149,000
Allocated overhead costs sales and marketing		1,909,000	2,257,000
Allocated overhead costs technology and development		666,000	801,000
Allocated overhead costs general and administration		251,000	298,000
Professional fees payable current		$ 648,000	$ 4,000
Common Stock
Summary Of Significant Accounting Policies [Line Items]
Exchange ratio	1.376
Equity Awards
Summary Of Significant Accounting Policies [Line Items]
Exchange ratio	1.563
ASU 2020-06
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted		true
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect		true
ASU 2018-15
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted		true
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect		true
ASC 842 \| Subsequent event
Summary Of Significant Accounting Policies [Line Items]
Operating lease Right-of-use asset				$ 6,500,000
Operating lease liability				$ 8,400,000

Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Equity

15.

EQUITY

The Company retroactively restated for the Business Combination as described in Note 2 –Summary of Significant Accounting Policies. As such, at December 31, 2021 and 2020, the Company had authorized a total of 370,000,000 shares for issuance with 350,000,000 shares designated as Common Stock and 20,000,000 shares designated as preferred stock.

The Company’s common shareholders are entitled to one vote per share power for the election of the Company directors and all other matters submitted to a vote of stockholders of the company. Additionally, the Company’s common shareholders will be entitled to receive dividends when, as and if declared by the Company Board, payable either in cash, in property or in shares of capital stock, after payment to any Company preferred shareholders having preference, if any. Out of the authorized Common Stock shares, 85,743,994 were issued and outstanding as of December 31, 2021. As of December 31, 2020, the Company’s common shares issued and outstanding were 59,853,276.

The Company Board is authorized to issue shares of preferred stock, without stockholder approval, with such designations, voting and other rights and preferences as they may determine. As of December 31, 2021 and 2020, there were no shares of preferred stock issued and outstanding.

- Definition

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.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Income taxes	$ 2,683
Software	747	$ 561
Other	371	430
Total	$ 3,801	$ 991

Seller's Earn-Out

12 Months Ended

Dec. 31, 2021

Business Combination, Description [Abstract]

Seller's Earn-Out

16.

SELLER'S EARN-OUT

The total fair value of the Seller’s Earn-Out is $42,900 as of the Closing Date, the date of initial measurement. The Seller’s Earn-Out is allocated pro-rata based on the number of shares Legacy AdTheorent equity holders have in the Company, the number of Exchanged Options and the number of Exchanged Units as of the date of Close. The allocation is subject to change if any unvested Exchanged option or Exchanged Unit holders as of Close forfeit their awards in the future. As of Close, after conversion at the applicable Exchange Ratio, there were 59,882,523 shares belonging to Legacy AdTheorent equity holders and 8,573,624 Exchanged Option and Exchanged Unit holders, of which 6,308,164 are vested Exchanged Options, eligible to the Seller’s Earn-Out.

The estimated fair value of the Seller’s Earn-Out was determined using a Monte Carlo simulation valuation model using the most reliable information available. The Seller’s Earn-Out was subsequently revalued using the same valuation technique as of December 31, 2021, for the Seller's Earn-Out equity holders and vested Exchanged Option holders as of Close, to fair value their respective portion of the award. Assumptions used in the valuation were as follows:


				Initial Measurement
	As of December 31,			As of December 22,
	2021			2021
Stock price	$	5.87		$	9.66
Dividend yield		0.0	%		0.0	%
Volatility		67.9	%		66.8	%
Risk-free rate		0.96	%		0.97	%
Forecast period (in years)		2.98			3.00

Dividend yield - The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends.

Volatility - Due to the Company’s lack of company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available.

Risk-free rate - The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Seller’s Earn-Out.

Forecast period – The forecast period represents the time until expiration of the Seller’s Earn-Out.

Seller’s Earn-Out to equity holder and vested Exchanged Options as of Close:

The Seller’s Earn-Out is recorded on the Consolidated Balance Sheet as a non-current liability since the expected date of achievement based on the valuation model is over twelve months as of December 31, 2021. The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as at the Business Combination Close ("Initial Measurement") and December 31, 2021:


	Seller's Earn-Out
December 22, 2021 (Initial Measurement)	$	41,480
Change in fair value		(23,399	)
Balance at December 31, 2021	$	18,081

Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders:

The Seller's Earn-out to unvested Exchanged Option and Exchanged Unit holders as of the Closing Date was valued as of December 22, 2021, the grant date, and was approximately $889 and $531, respectively, which will be recorded as share-based compensation over the longer of the derived service period or service condition of the underlying unvested Exchanged Option and Exchanged Unit. The average unvested Exchanged Option and Exchanged Unit requisite service period as of the Business Combination was 0.71 years, respectively. For the year ended December 31, 2021, there was approximately $55 recorded in share-based compensation related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders, with approximately $1,365 of unrecognized compensation expense as December 31, 2021, which is expected to be recognized over the remaining average requisite service period of 0.69 years.

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Computation of Net Income Per Share

The computation of net income per share was as follows:


	Year Ended December 31,
	2021		2020
Net income attributable to AdTheorent Holding Company, Inc.	$	26,203	$	7,327

Weighted-average common shares outstanding - basic		60,510,847		59,732,359
Effect of dilutive equity-based awards		7,431,576		—
Weighted-average common shares outstanding - diluted		67,942,423		59,732,359

Earnings per share:
Basic	$	0.43	$	0.12
Diluted	$	0.39	$	0.12

Summary of Outstanding Potentially Dilutive Securities Excluded from Calculation of Diluted Net Income per Common Stockholder


	As of December 31,
	2021		2020
Stock options		549,623		7,769,530
Restricted Stock Units (RSUs)		592,425		—
Public Warrants		10,541,667		—
Private Placement Warrants (1)		5,432,237		—
Seller's Earn-Out		6,785,714		—
Sponsor Earn-Out		598,875		—
Total		24,500,541		7,769,530

(1) Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets.

Goodwill

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

GOODWILL

The Company is a single reporting unit. The goodwill balance at December 31, 2021 and 2020 was $35,778.

Based on a qualitative assessment performed as of October 31, 2021 and a quantitative test performed as of December 31, 2020, the Company determined it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment in either year.

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Equity Option Plan

The following summarizes the Company’s equity option plan and the activity for the years ended December 31, 2021 and 2020:


	Equity Option Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2019		8,968,285		$	0.61		8.26
Granted		—			—
Exercised		(187,580	)		0.54
Forfeited		(1,011,174	)		0.64
Outstanding at December 31, 2020		7,769,531		$	0.60	6.04
Granted		—			—
Exercised		(33,217	)		0.55
Forfeited		(9,770	)		0.74
Outstanding at December 31, 2021		7,726,544		$	0.60		5.22
Vested or expect to vest as of December 31, 2021		7,726,544		$	0.60		5.22
Vested and exercisable at December 31, 2021		7,063,174		$	0.59		5.05

Schedule of Fair Value of Options

Summary of RSU Activity

A summary of the RSU activity for the years ended December 31, 2021 and 2020, is as follows:


	Equity Option Awards		Weighted Average Grant-Date Fair Value per Unit
Nonvested as of December 31, 2019	$	—	$	—
Granted		—		—
Vested		—		—
Forfeited		—		—
Nonvested as of December 31, 2020		—	$	—
Granted		847,081	$	7.95
Vested		—		—
Forfeited		—		—
Nonvested as of December 31, 2021		847,081	$	—

Summary of Total Equity-based Compensation Expense

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


	Year Ended December 31,
	2021		2020
Platform operations	$	295	$	—
Sales and marketing		1,786	—
Technology and development		531	—
General and administrative		3,211		657
Total equity-based compensation expense	$	5,823	$	657

Employee Savings	12 Months Ended
Employee Savings	Dec. 31, 2021
Compensation And Retirement Disclosure [Abstract]
Employee Savings	24. 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 $1,317 and $1,073 for the years ended December 31, 2021 and 2020, respectively, to its employee savings plan.

- Definition

The entire disclosure for retirement benefits.

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+ Details

Intangible Assets, Net - Summary of Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 8,345	$ 7,988
Platform Operations
Finite Lived Intangible Assets [Line Items]
Amortization expense	2,001	1,720
Sales and Marketing
Finite Lived Intangible Assets [Line Items]
Amortization expense	5,480	5,489
Technology and Development
Finite Lived Intangible Assets [Line Items]
Amortization expense	558	465
General and Administrative Expense
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 306	$ 314

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and Equipment, net consisted of the following:


	As of December 31,
	2021			2020
Computers and equipment	$	798		$	659
Less: accumulated depreciation		(389	)		(333	)
Total	$	409		$	326

Goodwill - Additional Information (Details)	12 Months Ended
Goodwill - Additional Information (Details)	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)
Goodwill [Line Items]
Number of reporting units \| Segment	1
Goodwill	$ 35,778,000	$ 35,778,000
Impairment of goodwill	$ 0	$ 0

Accounts Receivable, Net

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

Accounts Receivable, Net

ACCOUNTS RECEIVABLE, Net

Accounts receivable, net consisted of the following:


	As of December 31,
	2021			2020
Accounts receivables		56,180		$	47,132
Other receivables		121			340
		56,301			47,472
Less: allowance for doubtful accounts		(365	)		(457	)
Accounts receivable, net		55,936		$	47,015

The provision for bad debt on accounts receivable was $15 and $159 for the years ended December 31, 2021 and 2020, respectively.

The following table presents changes in the allowance for doubtful accounts:


	Year Ended December 31,
	2021			2020
Beginning balance	$	457		$	376
Reserve for doubtful accounts		217			216
Write-offs, net of recoveries		(309	)		(135	)
Ending balance	$	365		$	457

Income Taxes - Schedule of Components of Income (loss) from Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ 28,276	$ 9,946
Foreign	503	(471)
Net income before provision for income taxes	$ 28,779	$ 9,475

- Definition

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.

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+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

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. All intercompany transactions have been eliminated in consolidation.

Retroactive Application of Recapitalization

As discussed in Note 3 – Business Combination, the Business Combination on December 22, 2021 was accounted for as a reverse recapitalization ("Reverse Recapitalization") of equity structure, whereby at the Closing of the Business Combination, the outstanding Class A, B and C units of Legacy AdTheorent, and the outstanding stock options and Restricted Interest Units of Legacy AdTheorent were exchanged for the Company’s Common Stock and equity awards using a ratio (“Exchange Ratio”) of 1.376 and 1.563, respectively. Accordingly, pursuit to GAAP, the Consolidated Financial Statements and the related notes have been recast and are presented on an if-converted basis using the respective Exchange Ratio. In addition, the Exchange Ratio is utilized for calculating earnings per share in all prior periods presented.

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. 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.

COVID-19 Pandemic

During the quarter ended March 31, 2020, concerns related to the spread of novel coronavirus (“COVID-19”) began to create global business disruptions. 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. As of December 31, 2021, the impact of the COVID-19 pandemic on AdTheorent's business continues to evolve. As a result, many of our estimates and assumptions consider macro-economic factors in the market, which require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.

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 was included in Accrued expenses on the Consolidated Balance Sheet as of December 31, 2020. The Company repaid the deferred employment taxes in the year ended December 31, 2021, and there was a total of $0 of the employer portion of social security tax accrued as of December 31, 2021.

Liquidity

As of December 31, 2021, the Company had cash of $100,093 and working capital, consisting of current assets, less current liabilities, of $132,349. We believe our existing cash and cash flow from operations will be sufficient to meet the Company’s working capital requirements for at least the next 12 months.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification ("ASC") 805, which requires us to exercise judgment and make estimates and assumptions based on available information regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities related to uncertain tax positions and contingencies. We must also refine these estimates over a one-year measurement period, to reflect any new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. We may utilize independent third-party valuation firms to assist in making these fair value determinations.

Segments

The Company operates in one segment in accordance with ASC Topic 280, Segment Reporting (“ASC 280”). 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, 2021 and 2020 was as follows:


	Year ended December 31,
	2021		2020
U.S.	$	160,821	$	119,041
Canada		4,032		1,834
United Kingdom		492		140
Other		20		—
Total	$	165,365	$	121,015

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

Fair Value of Financial Instruments

Fair value is an exit price, representing the amount that would be received to sell 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 a liability. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

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 instruments (principally cash and cash equivalents, accounts receivable, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The carrying amounts of debt and other obligations, approximate fair value based on credit terms and market interest rates currently available for similar instruments. Accordingly, those instruments are not presented in Note 18 — Fair Value Measurements.

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, 2021, and 2020, the Company had $0 and $50 of restricted cash, respectively.

Accounts Receivable, Net of Allowance for Doubtful Accounts

Accounts receivables 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 consists primarily of prepaid income taxes, 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.

Property and Equipment, Net

Property and equipment are recorded at historical cost, less accumulated depreciation. Depreciation is calculated using the straight-line method based upon the estimated useful lives of the assets, which bests reflects the pattern of use. The useful life of computer equipment is determined to be five years. The Company tests for impairment whenever events or changes in circumstances that could impact recoverability occur.

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 within operating expenses in the Consolidated Statements of Operations.

Intangible 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 , using the straight-line method which best reflects the pattern of use, as follows:


Description		Estimated Life (Years)
Software		2 - 6
Non-compete agreements		5
Customer relationships		6 - 7
Trademarks/tradename		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 two 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, 2021 and 2020.

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, 2021 and 2020.

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 has historically performed its goodwill impairment test annually as of December 31 and in the interim if a triggering event occurs. During the fourth quarter of 2021, the Company established the date of its annual goodwill impairment test be to October 31. The Company believes that performing the test annually as of October 31 will alleviate the information and resource constraints that historically existed related to that date and will more closely align with the timing of related forecasts, reports and analysis. The Company believes that the resulting change in the accounting principle related to the annual testing date will not delay, accelerate or avoid an impairment charge. The Company prospectively applied the change in the annual goodwill impairment assessment date beginning October 31, 2021. For purposes of the goodwill impairment test, the Company has determined the business operates in one reporting unit.

In testing goodwill for impairment, the Company has the option to begin with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, including changes in our management, strategy and primary user base.

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. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, long-term growth rates, relevant comparable company earnings multiples and the amount and timing of expected future cash flows.

The impairment is recorded within operating expenses in the Consolidated Statements of Operations in the period the determination is made.

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, and connected TV ("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 Accounting Standards Update ("ASU") 2014-09 (Topic 606), Revenue from Contracts with Customers (“ASC 606”). (Refer to Note 4 — 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, ad-serving, ad-verification, 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 $1,125 and $1,201 for the years ended December 31, 2021 and 2020, 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 $343 and $149 for the years ended December 31, 2021 and 2020, respectively. Allocated overhead costs were $1,909 and $2,257 for the years ended December 31, 2021 and 2020, 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 $666 and $801 for the years ended December 31, 2021 and 2020, 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 $251 and $298 for the years ended December 31, 2021 and 2020, 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 21 — 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 employees 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. The fair value of restricted stock units (“RSUs”) containing service and/or performance conditions is estimated on the grant date using the fair value of the Company’s Common Stock. 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 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 14 — 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 Other assets 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.

Seller's Earn-Out

Seller’s Earn-Out

Accounting for the Seller’s Earn-Out to Legacy AdTheorent equity holders and vested Exchanged Option holders as of Close

The Seller’s Earn-Out, as defined in Note 3 — Business Combination, can be settled in cash or shares at the discretion of the Company. The contingent issuance of the Seller’s Earn-Out consideration to Legacy AdTheorent equity holders and vested Exchanged Option holders as of Close, on a pro rata ownership basis, would be accounted for as an equity transaction if the Seller’s Earn-Out Target is met. The Company determined that the contingent obligation to Legacy AdTheorent equity holders and vested Exchanged Option holders as of Close is not indexed to the Company's stock under ASC 815-40 and therefore equity treatment is precluded. As such the Seller's Earn-Out to Legacy AdTheorent equity holders and vested Exchanged Option holders as of Close will be fair valued at each reporting period and liability classified, with any changes in fair value being recorded in the Consolidated Statements of Operations. See Note 16 – Seller’s Earn-Out for further details.

Accounting for the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders as of Close

The grant of the Seller’s Earn-Out to holders of the unvested Exchanged Option or Exchanged Unit’s as of Close was determined by the Company to be a compensatory award and accounted for under ASC 718, Share-based Compensation. The

payment of the Seller's Earn-Out is contingent on continued employment. Under this guidance, the award is measured at fair value at the grant date. The Company determined the expense will be recognized over the longer of the derived requisite service period or remaining time-based vesting period on the underlying unvested Exchanged Option or Exchanged Unit. The Seller's Earn-Out target for employees underlying the stock option are equity-classified so periodic expense is based on the fair value of the award as of the grant date.

The Seller's Earn-Out to unvested Exchanged Option and Exchanged Unit holders as of Close is subject to a last man standing arrangement, whereby if an unvested Exchanged Option or Exchanged Unit holder forfeits their respective award, the total Seller’s Earn-Out is reallocated among the Legacy AdTheorent equity holders, vested Exchanged Option holders as of Close and the remaining unvested Exchanged Option and Exchanged Unit holders. The Company determined they would account for a forfeiture of an unvested Exchanged Option and Exchanged Unit as a forfeiture of the Seller's Earn-Out award by one unvested Exchanged Option and Exchanged Unit and regrant of options to the other unvested Exchanged Option and Exchanged Unit holders. See Note 16 – Seller’s Earn-Out for further details.

Public and Private Placement Warrants

The Company classifies the Public and Private Placement Warrants as liabilities on the Consolidated Balance Sheet as these instruments are precluded from being indexed to the Company’s Common Stock given the terms allow for inputs outside of a fixed-for-fixed option pricing model and therefore does not meet the scope of the fixed-for-fixed exception in ASC 815, Derivatives and Hedging.

The Public and Private Placement Warrants were initially recorded at fair value on the date of the Business Combination and are subsequently adjusted to fair value at each subsequent reporting date. Changes in the fair value of these instruments are recognized within change in fair value of Warrants in the Consolidated Statements of Operations.

Emerging Growth Company

From time to time, new accounting pronouncements, or Accounting Standard Updates (“ASU”) are issued by the FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards.”

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU No. 2020-06, Debt — Debt with Conversion and Other Options and Derivatives and Hedging — Contracts in Entities Own Equity (Topics 470 and 815)

In August 2020, the Financial Accounting Standards Board ("FASB") issued ASU No. 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 emerging growth companies following private company adoption dates in 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.

ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. This guidance was effective for the Company’s annual reporting period beginning after December 15, 2020. The Company adopted this ASU prospectively on January 1, 2021, and the adoption of this ASU did not have a material impact on the Consolidated Financial Statements.

Accounting Pronouncements Issued Not Yet Adopted

ASU No. 2020-04, Reference Rate Reform (Topic 848)

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), subsequently clarified in January 2021 by ASU No. 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.

ASU No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (Topic 740)

In December 2019, the FASB issued ASU No. 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.

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326)

In June 2016, the FASB issued ASU No. 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.

ASU No. 2016-02, Leases (Topic 842)

In February 2016, the FASB issued ASU No. 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.

In issuing ASU No. 2018-11, the FASB is permitting another transition method for ASU 2016-02, which allows the transition to the new lease standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will adopt this transition method on January 1, 2022. The Company also elected certain available practical expedients on adoption. As of December 31, 2021, operating leases are off-balance sheet, however Topic ASC 842 reflects operating leases with terms greater than one year on the balance sheet as both a right-of-use asset and a liability for the obligation to make lease payments, similar to the accounting for capital leases under current guidance. The amounts to be recorded on the balance sheet are based upon the present value of future lease payments, which are based upon discount rates which will be determined using the incremental borrowing rate.

The adoption of ASC 842 will result in the recognition of a new right-of-use assets and lease liabilities on the balance sheet for all operating leases. As a result of the Company’s adoption on January 1, 2022, the Company anticipates the recognition of an operating right-of-use asset of approximately $6,500, along with associated operating lease liabilities of $8,400.

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Summary of Future Minimum Lease Payments

Approximate future minimum lease payments for the Company’s non-cancelable operating leases are as follows as of December 31, 2021:


	Year ended December 31,
2022	$	1,369
2023		1,391
2024		1,361
2025		1,342
2026		1,364
Thereafter		2,386
Total	$	9,213

Employee Savings - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Compensation And Retirement Disclosure [Abstract]
Employer matching contribution amount	$ 1,317	$ 1,073
Defined contribution plan, description	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.

Fair Value Measurements - Fair Value Liabilities Measured On Recurring Basis (Details)
$ in Thousands

Dec. 31, 2021

USD ($)

Liabilities:

Fair value of warrants and/or earn-out outstanding

$ 12,166

Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

30,247

Level 1 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

7,168

Level 2 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

4,998

Public Warrants | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

7,168

^[1]

Public Warrants | Level 1 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

7,168

^[1]

Private Placement Warrants | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

4,998

^[1]

Private Placement Warrants | Level 2 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

4,998

^[1]

Seller's Earn-Out | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

18,081

^[1]

Seller's Earn-Out | Level 3 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

$ 18,081

^[1]

[1]	Warrants and Seller's Earn-Out were both $0 as of December 31, 2020.

Business Combination - Additional Information (Details) - USD ($)		12 Months Ended
	Dec. 22, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill		$ 35,778,000	$ 35,778,000
Other intangible assets		$ 7,608,000	$ 9,351,000
Common stock, par value		$ 0.0001	$ 0.0001
Aggregate gross proceeds		$ 60,781,000
Common stock, shares issued		85,743,994	59,853,276
Common stock, shares outstanding		85,743,994	59,853,276
Offering costs		$ 14,226,000
Common Stock
Business Acquisition [Line Items]
Shares purchased		25,861,471
Aggregate gross proceeds		$ 3,000
Private Placement Warrants
Business Acquisition [Line Items]
Shares underlying warrants		5,432,237
Public Warrants
Business Acquisition [Line Items]
Shares underlying warrants		10,541,667
Seller's Earn-Out
Business Acquisition [Line Items]
Shares underlying warrants		15,973,904
Subscription Agreements
Business Acquisition [Line Items]
Aggregate gross proceeds	$ 121,500,000
Subscription Agreements \| Class A Common Stock
Business Acquisition [Line Items]
Common stock, par value	$ 0.0001
Shares purchased	12,150,000
Purchase price per share	$ 10.00
Legacy AdTheorent
Business Acquisition [Line Items]
Business combination agreement date	Jul. 27, 2021
Goodwill	$ 0
Other intangible assets	0
Cash consideration	$ 81,065,000
Business combination shares issued upon conversion	59,882,523
Number of business days following the achievement of the Seller's Earn-out Target	10 days
Sellers Earn out Consideration Payable In Cash	$ 95,000,000
Deferred underwriters' fees	11,069,000
Offering costs		$ 7,992,000
Management bonus received	$ 5,000,000
Legacy AdTheorent \| Common Stock
Business Acquisition [Line Items]
Offering costs		1,919,000
Legacy AdTheorent \| Seller's Earn-Out
Business Acquisition [Line Items]
Share price	$ 14.00
Business combination shares issued upon conversion	6,785,714
VWAP common stock per share	$ 14.00
Number of trading days for volume weighted average price of company common stock	20 days
Number of consecutive trading days for volume weighted average price of company common stock	30 days
Offering costs		$ 6,073,000
Business acquisition nonassessable share price	$ 14.00
Earn-Out consideration payable to unvested exchanged options or units	$ 0
Earn-Out consideration payout period for exchanged options or units holders	30 days
MCAP
Business Acquisition [Line Items]
Business combination agreement date		Jul. 27, 2021
Common stock, conversion basis	Pursuant to the Company’s prior amended and restated certificate of incorporation, each issued and outstanding share of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), converted into one share of Class A Common Stock, at the Closing.
MCAP \| Common Stock
Business Acquisition [Line Items]
Business combination shares issued upon conversion	13,711,471
MCAP \| Class B Common Stock
Business Acquisition [Line Items]
Common stock, par value	$ 0.0001
MCAP \| Sponsor Support Agreement \| Common Stock
Business Acquisition [Line Items]
Shares held in escrow subject to earnout targets	598,875
MCAP \| Sponsor Support Agreement \| First Level Escrow Shares
Business Acquisition [Line Items]
Number of trading days for volume weighted average price of company common stock	20 days
Number of consecutive trading days for volume weighted average price of company common stock	30 days
Shares held in escrow subject to earnout targets	299,438
Escrow shares holding period	3 years
Fair value at initial measurement	$ 8.16
MCAP \| Sponsor Support Agreement \| Second Level Escrow Shares
Business Acquisition [Line Items]
VWAP common stock per share	$ 13.50
Number of trading days for volume weighted average price of company common stock	20 days
Number of consecutive trading days for volume weighted average price of company common stock	30 days
Shares held in escrow subject to earnout targets	299,437
Escrow shares holding period	3 years
Fair value at initial measurement	$ 7.65
MCAP \| Sponsor Support Agreement \| Class A Common Stock \| First Level Escrow Shares
Business Acquisition [Line Items]
VWAP common stock per share	12.00
MCAP Warrants Conversion and Escrow Warrants
Business Acquisition [Line Items]
VWAP common stock per share	$ 14.00
Number of trading days for volume weighted average price of company common stock	20 days
Number of consecutive trading days for volume weighted average price of company common stock	30 days
Shares held in escrow subject to earnout targets	551,096
MCAP Warrants Conversion and Escrow Warrants \| Private Placement Warrants
Business Acquisition [Line Items]
Shares underlying warrants	5,432,237
MCAP Warrants Conversion and Escrow Warrants \| Public Warrants
Business Acquisition [Line Items]
Shares underlying warrants	10,541,667

Earnings Per Share - Summary of Outstanding Potentially Dilutive Securities Excluded from Calculation of Diluted Net Income per Common Stockholder (Parenthetical) (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	24,500,541	7,769,530
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	5,432,237
Warrants Held in Escrow
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	551,096

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Less: accumulated depreciation	$ (389)	$ (333)
Total	409	326
Computers and Equipment
Property Plant And Equipment [Line Items]
Property and equipment, net, gross	$ 798	$ 659

Noncontrolling Interests - Additional Information (Details) - SymetryML Holdings	Dec. 31, 2021	Dec. 31, 2020	Mar. 04, 2020
Minority Interest [Line Items]
Membership interest percentage			100.00%
Class B Equity Interests
Minority Interest [Line Items]
Percentage of interests owned by noncontrolling interests	41.00%	30.00%
Class B Equity Interests \| Employees
Minority Interest [Line Items]
Percentage of interest owned by employees			50.00%

Seller's Earn-Out - Schedule of Change in Fair Value (Details) - Seller's Earn-Out $ in Thousands	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Fair value as of beginning balance	$ 41,480
Change in fair value	(23,399)
Fair value as of ending balance	$ 18,081

Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
2022	$ 7,533
2023	5,996
2024	1,021
2025	1,020
2026	1,016
Thereafter	$ 8

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Abstract]
Depreciation expense	$ 148	$ 146

Risks, Uncertainties, and Concentrations - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Concentration Risk [Line Items]
Cash balances in excess of FDIC insured limits	$ 99,587	$ 16,307
Maximum
Concentration Risk [Line Items]
Accounts insured by federal deposit insurance corporation	$ 250
Accounts Receivable \| Customer Concentration Risk \| One Customer
Concentration Risk [Line Items]
Concentration risk percentage	6.00%	15.00%
Accounts Receivable \| Customer Concentration Risk \| Five Customers
Concentration Risk [Line Items]
Concentration risk percentage	24.00%	34.00%
Revenue \| Customer Concentration Risk \| One Customer
Concentration Risk [Line Items]
Concentration risk percentage		10.00%
Revenue \| Customer Concentration Risk \| Five Customers
Concentration Risk [Line Items]
Concentration risk percentage	25.00%	32.00%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Retroactive Application of Recapitalization

Use of Estimates

COVID-19 Pandemic

Liquidity

Business Combinations

Segments

Geographic Data

Revenue by geographic region for the years ended December 31, 2021 and 2020 was as follows:


	Year ended December 31,
	2021		2020
U.S.	$	160,821	$	119,041
Canada		4,032		1,834
United Kingdom		492		140
Other		20		—
Total	$	165,365	$	121,015

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

Fair Value of Financial Instruments

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

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

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

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

Property and Equipment, Net

Intangible Assets

The Company’s intangible assets are being amortized over their estimated useful lives , using the straight-line method which best reflects the pattern of use, as follows:


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

Software Development Costs

Impairment of Long-Lived Assets

Goodwill

The impairment is recorded within operating expenses in the Consolidated Statements of Operations in the period the determination is made.

Revenue

Expenses

Platform Operations

Sales and Marketing

Technology and Development

General and Administrative Expense

Rent Expense

Equity-based Compensation

Debt Issuance Cost

Income Taxes

Contingencies

Seller’s Earn-Out

Accounting for the Seller’s Earn-Out to Legacy AdTheorent equity holders and vested Exchanged Option holders as of Close

Accounting for the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders as of Close

Public and Private Placement Warrants

Emerging Growth Company

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU No. 2020-06, Debt — Debt with Conversion and Other Options and Derivatives and Hedging — Contracts in Entities Own Equity (Topics 470 and 815)

ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)

Accounting Pronouncements Issued Not Yet Adopted

ASU No. 2020-04, Reference Rate Reform (Topic 848)

ASU No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (Topic 740)

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326)

ASU No. 2016-02, Leases (Topic 842)

following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2022.

SAFE Notes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
S A F E Notes Disclosure [Abstract]
Amount raised to fund for SAFE Notes	$ 1,700	$ 1,250
Multiplying percentage for product of price per unit sold in transaction	80.00%
Dividing amount for price per new unit equal to quotient	$ 10,000

Earnings Per Share - Schedule of Computation of Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net income attributable to AdTheorent Holding Company, Inc.	$ 26,203	$ 7,327
Basic	60,510,847	59,732,359
Effect of dilutive equity-based awards	7,431,576
Weighted-average common shares outstanding - diluted	67,942,423	59,732,359
Earnings per share:
Basic	$ 0.43	$ 0.12
Diluted	$ 0.39	$ 0.12

- Definition

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

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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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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Seller's Earn-Out - Schedule of Assumption Used in Valuation (Details) - Seller's Earn-Out	Dec. 31, 2021	Dec. 22, 2021
Stock Price
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	5.87	9.66
Dividend Yield
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	0.0	0.0
Volatility
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	67.9	66.8
Risk-free Rate
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	0.96	0.97
Forecast Period (in years)
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	2.98	3.00

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Payables And Accruals [Abstract]

Accrued Expenses

10.

ACCRUED EXPENSES

Accrued expenses consisted of the following:


	As of December 31,
	2021		2020
Campaign costs	$	2,718	$	1,589
Professional fees		648		4
Sales and use taxes		233		190
Deferred revenue		207		42
Income taxes		13		3,878
Other		845		296
Total	$	4,664	$	5,999