0000950170-23-005868 | 10-K | XBRL Viewer | Adtheorent Holding Company INC

Print Document View Excel Document

Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

10.

ACCRUED EXPENSES

Accrued expenses consisted of the following:


	As of December 31,
	2022		2021
Campaign costs	$	4,081	$	2,718
Deferred revenue		1,149		207
Platform operations		401		191
Income taxes		120		13
Professional fees		68		648
Sales and use taxes		14		233
Other		391		654
Total	$	6,224	$	4,664

Symetryml And Symetryml Holdings

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Symetryml And Symetryml Holdings

19. SYMETRYML AND SYMETRYML HOLDINGS

SymetryML Holdings was a subsidiary of Legacy AdTheorent after a contribution of Legacy AdTheorent’s SymetryML department in exchange for membership interest. Class B interests that vest over time, comprising 50% of the total equity interests of SymetryML Holdings, were offered to certain employees (a non-controlling interest) of SymetryML. Legacy AdTheorent retained the remaining 50% total equity interests, through the holding of all Class A equity interests in SymetryML Holdings.

SymetryML Holdings and SymetryML was ultimately deconsolidated as of March 31, 2022 through a series seed preferred financing transaction (“Deconsolidation”), resulting in a gain of $1,939, of which $541 related to the remeasurement of the retained noncontrolling investment to fair value. The gain of $1,939 has been recorded separately on the Company’s Condensed Consolidated Statements of Operations for the year ended December 31, 2022.

The following table shows the amounts related to the accounting for the Deconsolidation:


	Year Ended December 31, 2022
Fair value of consideration received	$	—
Fair value of retained noncontrolling interest		861
Carrying amount of deconsolidated noncontrolling interest		2,372
Less: Carrying amount of deconsolidated net assets		(1,294	)
Gain on Deconsolidation	$	1,939

The Deconsolidation resulted in the removal of the noncontrolling interest presentation and therefore there is no noncontrolling interest as of December 31, 2022. As of December 31, 2021 prior to the Deconsolidation, 41% of the total equity interests of SymetryML Holdings were owned by noncontrolling interests.

VIE Determination

Based on the Company’s assessment, after the Deconsolidation, SymetryML is considered a variable interest entity (“VIE”) because it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. SymetryML Holdings is not the primary beneficiary as it no longer has the power to direct the activities that most significantly impact SymetryML’s economic performance.

Based on the Company’s assessment, SymetryML Holdings, after the Deconsolidation, is considered a VIE because the holders of the equity investment at risk, as a group, lack the power to direct the activities of SymetryML Holdings that most significantly impact its economic performance. This is due to the conclusion that Class B equity interests do not meet the definition of equity at risk because the Class B interests were issued by Legacy AdTheorent to SymetryML management as founders’ equity to compensate for past and future services to SymetryML. The Company further concluded that the Company is not the primary beneficiary as it no longer has the power to direct the activities that most significantly impact SymetryML economic performance.

As a result of the Deconsolidation of SymetryML and SymetryML Holdings, the Company has retained a noncontrolling investment in SymetryML Holdings that provides the Company the ability to exercise significant influence over both VIEs. The entities continue to be considered related parties of the Company following the Deconsolidation.

Retained Fair Value Option Investments in SymetryML and SymetryML Holdings

For its retained noncontrolling investment in SymetryML Holdings, the Company has made an irrevocable election to account for its investment at fair value with changes in fair value reported in earnings. The Company elected to apply fair value accounting to the retained investments in SymetryML Holdings because the Company believes that fair value is the most relevant measurement attribute for these investments, as well as to reduce operational and accounting complexity. The Company’s election to apply fair value accounting to these investments may cause fluctuations in the Company’s earnings from period to period. The fair value of the Company’s retained investment was $789 and $0 as of December 31, 2022 and December 31, 2021, respectively.

The fair value measurements involve significant unobservable inputs, which include total equity value of SymetryML, volatility, risk-free rate, equity holder required rate of return, and discount for lack of marketability (“DLOM”). The total equity value of SymetryML was calculated using the Backsolve Method under the Market Approach. The volatility was based on guideline public companies and adjusted for differences in size and leverage. The risk-free rate was based on U.S. Treasury securities with a term commensurate with the time to exit. The equity holder required rate of return was based on private equity and venture capital rate of return studies. The DLOM was estimated based on put option models and series volatility.

The Company’s maximum exposure to loss as a result of its involvement with these VIEs is limited to the carrying amount of its investment which is recorded at fair value each reporting period as described above. There are not any explicit or implicit contracts, guarantees, or commitments that would require the Company to provide financial support to the investees or any other arrangements that could expose the Company to losses beyond the fair value of its current investment.

SAFE Notes

During the year ended December 31, 2022 and December 31, 2021, the Company raised $200 and $1,700, respectively, to fund Symetry operations, by entering into Simple Agreements for Future Equity Notes (“SAFE Notes”) with several parties. As a result of the series seed preferred financing transaction, all outstanding SAFE Notes converted to series seed preferred stock in SymetryML, Inc. on March 31, 2022 in accordance with the existing terms of the SAFE Notes.

Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

GOODWILL

Changes in goodwill consisted of the following:


Balance as of December 31, 2021	$	35,778
Deconsolidation of SymetryML		(936	)
Balance as of December 31, 2022	$	34,842

The Company is a single reporting unit.

In 2021, the Company established October 31 to be the annual testing date for its goodwill and in the interim if a triggering event occurs. The determination as to whether a triggering event exists that would warrant an interim review of goodwill and whether a write-down of goodwill is necessary involves significant judgment based on short-term and long-term projections of the Company.

For the October 31, 2022 impairment test, fair value was determined by using a market-based approach (weighted 50%) and an income approach (weighted 50%), as this combination was deemed to be the most indicative of the Company’s fair value in an orderly transaction between market participants. Under the market-based approach, the Company utilized information regarding the Company, the Company’s industry as well as publicly available industry information to determine earnings multiples and sales multiples that are used to value the Company. Under the income approach, the Company determined fair value based on estimated future cash flows of the Company, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn, which are unobservable Level 3 inputs. The discounted estimates of future cash flows include significant management assumptions such as revenue growth rates, operating margins, weighted average cost of capital, and future economic and market conditions. The estimated weighted-average cost of capital of the Company was 18.0% as of October 31, 2022. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and operating margins, discount rates and future market conditions, among others. The Company believes its assumptions are reasonable. Solely for purposes of establishing inputs for the fair value calculation described above related to goodwill impairment testing, the Company made the following assumptions. The Company developed long-range financial forecasts (five years) and assumed known changes in the customer base. A terminal growth rate of 3.0% was calculated for years beyond 2030.

The October 31, 2022 annual impairment test supported the recorded goodwill balance and as such no impairment of goodwill was required. Based on a qualitative assessment performed as of October 31, 2021, the Company determined it was more likely than not that the fair value of the reporting unit exceeded its carrying value, and as such no impairment of goodwill was required.

Earnings Per Share - Schedule of Computation of Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net income (loss)	$ 29,338	$ 26,203
Basic	86,222,972	60,510,847
Effect of dilutive equity-based awards	6,398,850	7,431,576
Weighted-average common shares outstanding - diluted	92,621,822	67,942,423
Basic	$ 0.34	$ 0.43
Diluted	$ 0.32	$ 0.39

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: 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(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Symetryml And Symetryml Holdings - Summary of Amounts Related to Accounting for Deconsolidation Transaction (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Equity [Abstract]
Fair value of consideration received	$ 0
Fair value of retained noncontrolling interest	861
Carrying amount of deconsolidated noncontrolling interest	2,372
Less: Carrying amount of deconsolidated net assets	(1,294)
Gain on Deconsolidation	$ 1,939

Accounts Receivable, Net

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Accounts Receivable, Net

ACCOUNTS RECEIVABLE, Net

Accounts receivable, net consisted of the following:


	As of December 31,
	2022			2021
Accounts receivables	$	56,243		$	56,180
Other receivables		483			121
		56,726			56,301
Less: allowance for doubtful accounts		(699	)		(365	)
Accounts receivable, net	$	56,027		$	55,936

The provision for bad debt on accounts receivable was $334 and $15 for the years ended December 31, 2022 and 2021, respectively.

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


	Year Ended December 31,
	2022			2021
Beginning balance	$	365		$	457
Reserve for doubtful accounts		340			217
Write-offs, net of recoveries		(6	)		(309	)
Ending balance	$	699		$	365

Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance as of December 31, 2021	$ 35,778
Deconsolidation of SymetryML	(936)
Balance as of December 31, 2022	$ 34,842

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

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, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	26,644,898	24,500,541
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	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

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

Dec. 31, 2022

Dec. 31, 2021

Liabilities:

Fair value of warrants and/or earn-out outstanding

$ 2,298

$ 12,166

Fair Value, Recurring

Assets:

Total assets

789

Liabilities:

Fair value of warrants and/or earn-out outstanding

3,071

30,247

Level 1 | Fair Value, Recurring

Assets:

Total assets

Liabilities:

Fair value of warrants and/or earn-out outstanding

1,054

7,168

Level 2 | Fair Value, Recurring

Assets:

Total assets

Liabilities:

Fair value of warrants and/or earn-out outstanding

1,244

4,998

Level 3 | Fair Value, Recurring

Assets:

Total assets

789

Liabilities:

Fair value of warrants and/or earn-out outstanding

773

18,081

Public Warrants | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

1,054

7,168

Public Warrants | Level 1 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

1,054

7,168

Public Warrants | Level 2 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

Public Warrants | Level 3 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

Private Placement Warrants | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

1,244

4,998

Private Placement Warrants | Level 1 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

Private Placement Warrants | Level 2 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

1,244

4,998

Private Placement Warrants | Level 3 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

Seller's Earn-Out | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

773

18,081

Seller's Earn-Out | Level 1 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

Seller's Earn-Out | Level 2 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

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

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

773

18,081

Investment in SymetryML Holdings | Fair Value, Recurring

Assets:

Total assets

^[2]

789

Investment in SymetryML Holdings | Level 1 | Fair Value, Recurring

Assets:

Total assets

^[2]

Investment in SymetryML Holdings | Level 2 | Fair Value, Recurring

Assets:

Total assets

^[2]

Investment in SymetryML Holdings | Level 3 | Fair Value, Recurring

Assets:

Total assets

^[2]

$ 789

$ 0

[1]	Refer to Note 15 — Seller's Earn-Out and Note 16 — Warrants for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments.
[2]	Refer to Note 19 — SymetryML and SymetryML Holdings below for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

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,
	2022			2021
Computers and equipment	$	949		$	798
Less: accumulated depreciation		(429	)		(389	)
Total	$	520		$	409

Depreciation expense on Property and Equipment was $193 and $148 for the years ended December 31, 2022 and 2021, respectively.

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Less: accumulated depreciation	$ (429)	$ (389)
Total	520	409
Computers and Equipment
Property Plant And Equipment [Line Items]
Property and equipment, net, gross	$ 949	$ 798

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

20.

LEASES

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

Additionally, the Company has short-term leases with an initial term of twelve months or less that are not recorded on the Condensed Consolidated Balance Sheet.

Lease expense is allocated to Operating expense categories (Platform operations, Sales and marketing, Technology and development, General and administrative) in the Condensed Consolidated Statements of Operations in proportion to headcount in each of these categories. The components of lease expense for the year ended December 31, 2022 were as follows:


	Year ended December 31, 2022
Operating Lease Cost	$	989
Short Term Lease Cost	$	207
Variable Lease Cost	$	—

Supplemental cash flow information related to the Company’s operating leases for the were as follows:


	December 31, 2022
Operating cash flows used for operating leases	$	1,382
Right-of-use assets obtained in exchange for new operating lease obligations	$	214

Supplemental balance sheet information related to the Company’s operating leases as of December 31, 2022 were as follows:


	December 31, 2022
Weighted average remaining lease term (years)		5.59
Weighted average discount rate (%)		3.25	%

Approximate future minimum lease payments for the Company’s operating leases are as follows as of December 31, 2022:


	Year ended December 31,
2023	$	1,484
2024		1,441
2025		1,433
2026		1,415
2027		1,364
Thereafter		1,023
Total operating lease payments		8,160
Less: Imputed interest		(694	)
Total	$	7,466

In connection with several lease agreements, the Company maintains letters of credit in the total amount of approximately $983 as of both December 31, 2022 and 2021.

Additionally, the Company has entered into certain leases that are 12 months or less. Rent expense for these locations totaled approximately $207 and $76 for the years ended December 31, 2022 and 2021, respectively. No sublease income was recognized for the years ended December 31, 2022 and 2021.Total net rent expense for the years ended December 31, 2022 and 2021 was $1,196 and $3,241, 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.

Description of Business - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 Merger
Description Of Business [Line Items]
Number of merger transactions	4
MCAP
Description Of Business [Line Items]
Business combination agreement date	Jul. 27, 2021

Seller's Earn-Out

12 Months Ended

Dec. 31, 2022

Business Combination, Description [Abstract]

Seller's Earn-Out

15.

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 the Closing Date. The allocation is subject to change if any unvested Exchanged option or Exchanged Unit holders as of the Closing Date forfeit their awards in the future. As of the Closing Date, after conversion at the applicable Exchange Ratio, there were 59,882,523 shares belonging to Legacy AdTheorent equity holders and 8,573,627 Exchanged Option and Exchanged Unit holders, of which 6,089,420 were vested Exchanged Options, eligible to the Seller’s Earn-Out. As of December 31, 2022, 8,176,781 of these Exchanged Options were vested.

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, 2022 and 2021, for the Seller's Earn-Out equity holders and vested Exchanged Option holders as of the Closing Date, to fair value their respective portion of the award. Assumptions used in the valuation were as follows:



	As of December 31,
	2022			2021
Stock price	$	1.66		$	5.87
Dividend yield		0.00	%		0.00	%
Volatility		75.00	%		67.90	%
Risk-free rate		4.37	%		0.96	%
Forecast period (in years)		1.98			2.98

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 the Closing Date:

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, 2022. The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as of December 31, 2022 and 2021:


	Seller's Earn-Out
Fair value as of December 30, 2020	$	—
Initial measurement on December 22, 2021		41,480
Change in valuation inputs or other assumptions		(23,399	)
Balance at December 31, 2021	$	18,081
Change in fair value		(17,308	)
Balance at December 31, 2022	$	773

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 was 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. As of the Business Combination on December 22, 2021, the requisite service period for both the average unvested Exchanged Option and Exchanged Unit was 0.71 years. For the year ended December 31, 2022 and 2021, there was approximately $1,364 and $55 recorded in share-based compensation related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders. As of December 31, 2022, the compensation expense was fully recognized.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net income	$ 28,788	$ 25,419
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for bad debt	334	15
Amortization expense	7,830	8,345
Depreciation expense	193	148
Amortization of debt issuance costs	55	155
Gain on change in fair value of Seller's Earn-Out	(17,308)	(23,399)
Gain on change in fair value of warrants	(9,868)	(6,783)
Gain on deconsolidation of SymetryML	(1,939)	0
Loss on change in fair value of SAFE notes	788	0
Loss on fair value of investment in SymetryML Holdings	72	0
Deferred tax benefit	(6,528)	(2,891)
Equity-based compensation	11,188	5,823
Seller's Earn-Out equity-based compensation	1,364	55
Loss on disposition of intangible assets	0	2
Changes in operating assets and liabilities:
Accounts receivable	(425)	(8,936)
Income taxes recoverable	(50)	37
Prepaid expenses and other assets	3,307	(2,784)
Accounts payable	(2,844)	(183)
Accrued expenses and other liabilities	(1,039)	(1,336)
Net cash provided by (used in) operating activities	13,918	(6,313)
Cash flows from investing activities
Capitalized software development costs	(2,797)	(2,081)
Purchase of property and equipment	(330)	(218)
Decrease in cash from deconsolidation of SymetryML	(69)	0
Net cash used in investing activities	(3,196)	(2,299)
Cash flows from financing activities
Cash received for exercised options	459	18
Proceeds from Reverse Recapitalization, net of offering costs paid	0	77,667
(Payments) proceeds from revolver borrowings	(39,017)	39,017
Payment of financing costs	0	(277)
Proceeds from SAFE notes	200	1,700
Proceeds from SymetryML preferred stock issuance	400	0
Payment of term loan	0	(26,187)
Restricted shares withheld for taxes	(278)	0
Net cash (used in) provided by financing activities	(38,236)	91,938
Net (decrease) increase in cash	(27,514)	83,326
Cash at beginning of period	100,093	16,767
Cash at end of period	72,579	100,093
Supplemental disclosure of cash flow information
Cash paid for interest	358	2,400
Cash paid for income taxes	4,765	12,244
Increase in lease liabilities from obtaining right-of-use assets - ASC 842 adoption	8,376	0
Increase in lease liabilities from obtaining right-of-use assets	214	0
Non-cash investing and financial activities
Capitalized software and property and equipment, net included in accounts payable	$ 10	$ 23

Equity-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares				12 Months Ended
	Nov. 03, 2022	Apr. 13, 2022	Mar. 11, 2022	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity Option Awards, Nonvested Beginning of the year				846,797	0
Equity Option Awards, Granted	70,675	45,157	3,287,750	3,403,582	846,797
Equity Option Awards, Vested				(528,111)	0
Equity Option Awards, Forfeited				(158,300)	0
Equity Option Awards, Cancellations				(799,287)
Equity Option Awards, Nonvested End of the year				2,764,681	846,797
Weighted Average Grant-Date Fair Value per Unit, Nonvested Beginning of the year				$ 7.95	$ 0
Weighted Average Grant-Date Fair Value per Unit, Granted	$ 2.19	$ 8.92	$ 9.57	9.41	7.95
Weighted Average Grant-Date Fair Value per Unit, Vested				7.95	0
Weighted Average Grant-Date Fair Value per Unit, Forfeited				9.46	0
Weighted Average Grant-Date Fair Value per Unit, Cancellations				9.42
Weighted Average Grant-Date Fair Value per Unit, Nonvested End of the year				$ 9.23	$ 7.95

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

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

17.

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, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Investment in SymetryML Holdings(2)	$	—	$	—	$	789	$	789
Total assets	$	—	$	—	$	789	$	789
Liabilities:
Public warrants(1)	$	1,054	$	—	$	—	$	1,054
Private placement warrants(1)		—		1,244		—		1,244
Seller's Earn-Out(1)		—		—		773		773
Total liabilities	$	1,054	$	1,244	$	773	$	3,071


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Investment in SymetryML Holdings(2)	$	—	$	—	$	—	$	—
Total assets	$	—	$	—	$	—	$	—
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)

Refer to Note 15 — Seller's Earn-Out and Note 16 — Warrants for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments.

(2)

Refer to Note 19 — SymetryML and SymetryML Holdings below for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment.

The following table presents a rollforward of the Company's assets and liabilities classified as Level 3 for the year ended December 31, 2022 and 2021:


	Investment in SymetryML Holdings			Seller's Earn-Out Liability
Balance as December 31, 2020	$	—		$	—
Additions		—			41,480
Measurement adjustments		—			(23,399	)
Balance as December 31, 2021	$	—		$	18,081
Additions		861			—
Measurement adjustments		(72	)		(17,308	)
Balance as of December 31, 2022	$	789		$	773

- 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

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Components of Lease Expense

The components of lease expense for the year ended December 31, 2022 were as follows:


	Year ended December 31, 2022
Operating Lease Cost	$	989
Short Term Lease Cost	$	207
Variable Lease Cost	$	—

Summary of Supplemental Cash Flow Information Related to Operating Leases

Supplemental cash flow information related to the Company’s operating leases for the were as follows:


	December 31, 2022
Operating cash flows used for operating leases	$	1,382
Right-of-use assets obtained in exchange for new operating lease obligations	$	214

Schedule of Supplemental Balance Sheet Information Related to Operating Leases

Supplemental balance sheet information related to the Company’s operating leases as of December 31, 2022 were as follows:


	December 31, 2022
Weighted average remaining lease term (years)		5.59
Weighted average discount rate (%)		3.25	%

Summary of Future Minimum Lease Payments

Approximate future minimum lease payments for the Company’s operating leases are as follows as of December 31, 2022:


	Year ended December 31,
2023	$	1,484
2024		1,441
2025		1,433
2026		1,415
2027		1,364
Thereafter		1,023
Total operating lease payments		8,160
Less: Imputed interest		(694	)
Total	$	7,466

Income Taxes - Schedule of Components of Income (loss) from Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 29,790	$ 28,276
Foreign	(14)	503
Net income before provision for income taxes	$ 29,776	$ 28,779

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

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

+ Details

Accounts Receivable, Net (Tables)

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Summary of Accounts Receivable, Net

Accounts receivable, net consisted of the following:


	As of December 31,
	2022			2021
Accounts receivables	$	56,243		$	56,180
Other receivables		483			121
		56,726			56,301
Less: allowance for doubtful accounts		(699	)		(365	)
Accounts receivable, net	$	56,027		$	55,936

Schedule of Changes in Allowance for Doubtful Accounts

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


	Year Ended December 31,
	2022			2021
Beginning balance	$	365		$	457
Reserve for doubtful accounts		340			217
Write-offs, net of recoveries		(6	)		(309	)
Ending balance	$	699		$	365

Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

Changes in goodwill consisted of the following:


Balance as of December 31, 2021	$	35,778
Deconsolidation of SymetryML		(936	)
Balance as of December 31, 2022	$	34,842

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ 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, 2022 yr	Dec. 31, 2021 yr
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0407	0.0125
Dividend yield
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0000	0.0000
Expected term (years)
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.98	4.98
Expected Volatility
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.6950	0.3530
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	1.66	5.87

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Domestic	$	29,790		$	28,276
Foreign		(14	)		503
Income from operations before income taxes	$	29,776		$	28,779

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, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Current provision (benefit):
Federal	$	5,253		$	3,908
State and local		2,261			2,325
Foreign		2			18
Total current provision		7,516			6,251
Deferred benefit:
Federal		(4,473	)		(2,054	)
State and local		(2,055	)		(837	)
Foreign		—			—
Total deferred benefit		(6,528	)		(2,891	)
Provision for income taxes	$	988		$	3,360

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, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Federal income tax rate		21.00	%		21.00	%
State and local taxes, net of federal benefit		0.55	%		5.22	%
Foreign rate differential		0.01	%		0.10	%
Unrealized gain on Seller's Earn-Out and warrants valuation		-18.20	%		-22.06	%
Non-deductible transaction costs		0.00	%		3.95	%
Permanent items		1.11	%		2.00	%
Research and development credits		-1.63	%		-1.27	%
Equity option forfeitures		-0.92	%		0.05	%
Write-off of 162(m) limited stock options		0.00	%		3.29	%
Change in valuation allowance		-1.00	%		0.64	%
State FIN 48		0.00	%		-1.12	%
Other		2.40	%		-0.09	%
Effective tax rate		3.32	%		11.71	%

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, 2022 and 2021:


	As of December 31,
	2022			2021
Deferred tax assets:
Operating lease liability	$	2,077		$	—
Accrued expenses		5			364
Capitalized costs		2,750			3,321
Research and development expenditures capitalization		3,860			—
Deferred rent		—			540
Net operating losses		—			677
Reserves		198			173
Equity-based compensation		2,958			770
Uncertain Tax Positions		—			—
Deferred tax assets		11,848			5,845
Valuation Allowance		—			(370	)
Net deferred tax asset		11,848			5,475
Deferred tax liabilities:
Right of use asset		(1,595	)		—
Fixed asset		(797	)		(770	)
Intangible assets		(2,339	)		(4,271	)
Investments		(155	)		—
Deferred tax liabilities		(4,886	)		(5,041	)
Deferred tax asset	$	6,962		$	434

Schedule of Unrecognized Tax Benefits


	Year Ended December 31,
	2022		2021
Unrecognized tax benefits–beginning of period	$	—	$	380
Tax position changes–current period		—		(380	)
Unrecognized tax benefits–end of period		—		—
Interest and penalties–end of period		—		—
Total liabilities related to uncertain tax positions	$	—	$	—

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

12.

INCOME TAXES

For the years ended December 31, 2022 and 2021, the Company recorded a provision for income taxes of $988 and $3,360, respectively. The effective income tax rates (“ETR”) for the years ended December 31, 2022 and 2021 were 3.32% and 11.71%, 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, 2022, management has not recorded a valuation allowance on certain deferred tax assets after considering all of the available evidence. As of December 31, 2021, a valuation allowance was recorded on the deferred tax assets of SymetryML however as of March 31, 2022, SymetryML was deconsolidated from the Company. Refer to Note 19 — SymetryML and SymetryML Holdings for further information.

The components of income (loss) from operations before income taxes consist of the following for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Domestic	$	29,790		$	28,276
Foreign		(14	)		503
Income from operations before income taxes	$	29,776		$	28,779

Components of the provision for income taxes consist of the following for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Current provision (benefit):
Federal	$	5,253		$	3,908
State and local		2,261			2,325
Foreign		2			18
Total current provision		7,516			6,251
Deferred benefit:
Federal		(4,473	)		(2,054	)
State and local		(2,055	)		(837	)
Foreign		—			—
Total deferred benefit		(6,528	)		(2,891	)
Provision for income taxes	$	988		$	3,360

Reconciliation of the federal statutory rate to the Company’s effective tax rate is the following for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Federal income tax rate		21.00	%		21.00	%
State and local taxes, net of federal benefit		0.55	%		5.22	%
Foreign rate differential		0.01	%		0.10	%
Unrealized gain on Seller's Earn-Out and warrants valuation		-18.20	%		-22.06	%
Non-deductible transaction costs		0.00	%		3.95	%
Permanent items		1.11	%		2.00	%
Research and development credits		-1.63	%		-1.27	%
Equity option forfeitures		-0.92	%		0.05	%
Write-off of 162(m) limited stock options		0.00	%		3.29	%
Change in valuation allowance		-1.00	%		0.64	%
State FIN 48		0.00	%		-1.12	%
Other		2.40	%		-0.09	%
Effective tax rate		3.32	%		11.71	%

The tax effects of significant temporary differences that comprise deferred tax assets and liabilities were as of December 31, 2022 and 2021:


	As of December 31,
	2022			2021
Deferred tax assets:
Operating lease liability	$	2,077		$	—
Accrued expenses		5			364
Capitalized costs		2,750			3,321
Research and development expenditures capitalization		3,860			—
Deferred rent		—			540
Net operating losses		—			677
Reserves		198			173
Equity-based compensation		2,958			770
Uncertain Tax Positions		—			—
Deferred tax assets		11,848			5,845
Valuation Allowance		—			(370	)
Net deferred tax asset		11,848			5,475
Deferred tax liabilities:
Right of use asset		(1,595	)		—
Fixed asset		(797	)		(770	)
Intangible assets		(2,339	)		(4,271	)
Investments		(155	)		—
Deferred tax liabilities		(4,886	)		(5,041	)
Deferred tax asset	$	6,962		$	434

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the year incurred and instead requires taxpayers to amortize such expenditures over five years for tax purposes. This provision resulted in a deferred tax asset of $3,860 in 2022.

As of December 31, 2022, the Company does not have U.S Federal net operating losses or U.S. state net operating loss carryforwards. All previously existing net operating losses were part of SymetryML which was deconsolidated on March 31, 2022.

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,
	2022		2021
Unrecognized tax benefits–beginning of period	$	—	$	380
Tax position changes–current period		—		(380	)
Unrecognized tax benefits–end of period		—		—
Interest and penalties–end of period		—		—
Total liabilities related to uncertain tax positions	$	—	$	—

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 did not recognize interest and penalties expense for the years ended December 31, 2022 and 2021, 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, 2022, 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.

- 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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Revenue Recognition

12 Months Ended

Dec. 31, 2022

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

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 Model

For its Managed Programmatic revenue, the Company negotiates 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. Revenue recognized related to Managed Programmatic was $164,381 and $165,049 for the years ended December 31, 2022 and 2021, respectively.

Direct Access Revenue Model

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.

During the year ended December 31, 2022, the Company added Direct Access Plus as an option to the Direct Access offering. Under this option, AdTheorent directly manages all aspects of the customers' advertising campaigns. Unlike Direct Access, the Company is primarily responsible for the purchase of advertising inventory, third party data, and other related expenses. The Company has therefore determined that the customer serves as a principal and that gross presentation of revenue is appropriate.

Under either a Direct Access or Direct Access Plus offering, 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 related to Direct Access and Direct Access Plus are entirely variable, and revenue is recognized in the period the Company has the contractual right to the fee.

The Direct Access offerings are new to the market and not yet material to the Company from a financial reporting perspective. Revenue recognized related to Direct Access was $1,701 and $316 for the years ended December 31, 2022 and 2021, respectively.

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, 2022 or 2021.

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.

- 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 https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Leases - Schedule of Supplemental Balance Sheet Information Related to Operating Leases (Details)	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term (years)	5 years 7 months 2 days
Weighted average discount rate (%)	3.25%

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

11.

DEBT

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, 2022 and 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, 2022 and 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, 2022 and 2021, the Company amortized $55 and $0, respectively. For both years ended December 31, 2022 and 2021, the Company had one letter of credit for approximately $983. As of December 31, 2021, the remainder of $39,017 was drawn on the revolving credit facility. The total amount drawn on the Revolving Credit Facility as of December 31, 2021 was repaid in January 2022. As of December 31, 2022, there were no amounts drawn on the Revolving Credit Facility.

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 year ended December 31, 2021, the Company amortized $155. The effective rate of interest associated with this loan was 10.6% for the year ended December 31, 2021.

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.

- 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 https://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 https://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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Symetryml And Symetryml Holdings - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Gain on deconsolidation of SymetryML		$ 1,939
Amount raised to fund for SAFE Notes		$ 200	$ 1,700
SymetryML Holdings
Class of Stock [Line Items]
Percentage of interests owned by noncontrolling interests		0.00%	41.00%
Gain on deconsolidation of SymetryML	$ 1,939	$ 1,939
Remeasurement of retained noncontrolling investment of fair value	$ 541
Fair value of retained investment		$ 789	$ 0
Class A Common Stock \| SymetryML Holdings \| Non Controlling Members Interest
Class of Stock [Line Items]
Percentage of interest owned by employees		50.00%
Class B Common Stock \| SymetryML Holdings \| Employees \| Non Controlling Members Interest
Class of Stock [Line Items]
Percentage of interest owned by employees		50.00%

Related Party Transactions - Additional Information (Details) - Transaction And Professional Services Agreement - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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	$ 0	871,000
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
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.17)
-URI https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.15(3),(4))
-URI https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

+ Details

Intangible Assets, Net - Summary of Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 7,830	$ 8,345
Platform Operations
Finite Lived Intangible Assets [Line Items]
Amortization expense	2,200	2,001
Sales and Marketing
Finite Lived Intangible Assets [Line Items]
Amortization expense	5,480	5,480
Technology and Development
Finite Lived Intangible Assets [Line Items]
Amortization expense	140	558
General and Administrative Expense
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 10	$ 306

Prepaid Expenses (Tables)

12 Months Ended

Dec. 31, 2022

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

Schedule of Prepaid Expenses

Prepaid expenses consisted of the following:


	As of December 31,
	2022		2021
Platform operations	$	876	$	235
Software		501		747
Income taxes		—		2,683
Other		89		136
Total	$	1,466	$	3,801

Seller's Earn-Out - Schedule of Assumption Used in Valuation (Details) - Seller's Earn-Out	Dec. 31, 2022	Dec. 31, 2021
Stock Price
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	1.66	5.87
Dividend Yield
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	0.0000	0.0000
Volatility
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	0.7500	0.6790
Risk-free Rate
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	0.0437	0.0096
Forecast Period (in years)
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	1.98	2.98

Warrants - Summary of Number of Outstanding Public and Private Placement Warrants and Corresponding Exercise Price (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Public Warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding	10,541,657	10,541,667
Exercise Price	$ 11.50
Expiration Date	Dec. 21, 2026
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding	5,432,237	5,432,237
Exercise Price	$ 11.50
Expiration Date	Dec. 21, 2026

Warrants - Additional Information (Details)	12 Months Ended
Warrants - Additional Information (Details)	Dec. 31, 2022 Warrant Item $ / shares shares	Dec. 31, 2021 $ / shares 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
Number of warrants exercised \| Warrant	10
Warrants Outstanding \| shares	10,541,657	10,541,667
Price per warrant outstanding	$ 0.10	$ 0.68
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	5,432,237
Price per warrant outstanding	$ 0.23	$ 0.92
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

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

Intangible assets, net consisted of the following:


			December 31, 2022
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		—	$	6,038	$	(6,038	)	$	—
Capitalized software costs		1.1		10,173		(7,535	)		2,638
Customer relationships		1.0		31,492		(27,017	)		4,475
Trademarks/tradename		4.0		10,195		(6,125	)		4,070
Total			$	57,898	$	(46,715	)	$	11,183


			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

Summary of Amortization Expense

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


	Year ended December 31,
	2022		2021
Platform operations	$	2,200	$	2,001
Sales and marketing		5,480		5,480
Technology and development		140		558
General and administrative		10		306
Total	$	7,830	$	8,345

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,
2023	$	7,392
2024		1,750
2025		1,016
2026		1,016
2027		7
Thereafter		2
Total	$	11,183

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Unrecognized tax benefits–beginning of period	$ 0	$ 380
Tax position changes-current period	0	(380)
Unrecognized tax benefits–end of period	0	0
Interest and penalties–end of period	0	0
Total liabilities related to uncertain tax positions	$ 0	$ 0

Equity-Based Compensation - Additional Information (Details)						12 Months Ended
	Nov. 03, 2022 $ / shares shares	Apr. 13, 2022 $ / shares shares	Mar. 11, 2022 $ / shares shares	Dec. 22, 2021 USD ($) $ / shares	Jul. 28, 2021 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jan. 01, 2023 shares	Aug. 15, 2022 USD ($)	Dec. 21, 2021 shares	Dec. 31, 2020 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted \| shares						0	0
Exchange ratio						1.563
Outstanding options \| shares						6,915,715	7,726,830				7,769,818
Weighted average exercise price \| $ / shares						$ 0.61	$ 0.60				$ 0.60
Cash received from exercise of equity options \| $						$ 459,000	$ 18,000
Estimated income tax benefit of equity-based compensation expense \| $						3,106,000	385,000
Equity-based compensation costs, capitalized amount \| $						0	0
Share based compensation \| $						$ 11,188,000	5,823,000
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Annual increase in number of shares reserved for issuance \| shares						2,026,328
Share based compensation \| $						$ 80,000
Percentage of fair markets value of common stock share on offering date						85.00%
Percentage of fair market value of common stock share on purchase date						85.00%
Aggregate number of common stock shares reserved for future issuance \| shares						2,026,328
Fair value of purchase rights granted \| $									$ 1,030.00
Employee Stock Purchase Plan \| Subsequent event
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate number of common stock shares reserved for future issuance \| shares								869,863
Equity Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding options \| shares						4,942,875
Share-based payment award, equity instruments options, share converted \| shares						7,726,830
Weighted average exercise price \| $ / shares						$ 0.60
Aggregate intrinsic value of options exercised \| $						$ 4,577,000	177,000
Aggregate intrinsic value of options, vested and expected to vest \| $						36,402,000	$ 40,716,000
Total unrecognized compensation cost \| $						$ 11,000
Total unrecognized compensation cost, expected weighted average period						5 months 1 day
Share based compensation \| $						$ 243,000
Restricted Incentive Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation, equity instruments other than options, outstanding \| shares						541,900
Share-based compensation, equity instruments other than options, granted \| shares					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 \| shares						2,764,681	846,797				0
Share-based compensation, equity instruments other than options, granted \| shares	70,675	45,157	3,287,750			3,403,582	846,797
Share-based payment award, equity instruments other than options, share converted \| shares					847,797	847,797
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						2 years 6 months
Share-based payment award, equity instruments other than options, granted, fair value per unit \| $ / shares	$ 2.19	$ 8.92	$ 9.57			$ 9.41	$ 7.95
Share based compensation \| $						$ 3,821,000
Award vesting quarterly percentage						12.50%
Share-based payment award, equity instruments other than options, vested \| shares						528,111	0
Share-based payment award, equity instruments other than options, cancelled \| shares						158,300	0
Total unrecognized compensation expense \| $						$ 16,324,000
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%
RSUs Performance-based Vesting
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation \| $						$ 0
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
Time-Based RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation \| $						$ 7,044,000
2017 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of award						10 years
Options granted \| shares						0	0
Options available for grant \| shares						320,976				9,144,532
Cash received from exercise of equity options \| $						$ 459,000	$ 18,000
Tax benefit from equity options exercised \| $						$ 128,000	$ 6,000
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 \| shares						10,131,638
Options available for grant \| shares						7,677,848		4,348,415
Annual increase in number of shares reserved for issuance percent						5.00%

Employee Savings	12 Months Ended
Employee Savings	Dec. 31, 2022
Retirement Benefits [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 $1,556 and $1,317 for the years ended December 31, 2022 and 2021, respectively, to its employee savings plan.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (o)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (p)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 70
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI https://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 60
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (q)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Equity-Based Compensation - Summary of Total Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 11,188	$ 5,823
Platform Operations
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	1,793	295
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	3,630	1,786
Technology and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	1,826	531
General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 3,939	$ 3,211

Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Provision for bad debt	$ 334	$ 15

Prepaid Expenses

12 Months Ended

Dec. 31, 2022

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

Prepaid Expenses

PREPAID EXPENSES

Prepaid expenses consisted of the following:


	As of December 31,
	2022		2021
Platform operations	$	876	$	235
Software		501		747
Income taxes		—		2,683
Other		89		136
Total	$	1,466	$	3,801

Description of Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

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.

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


	As of December 31,
	2022		2021
Campaign costs	$	4,081	$	2,718
Deferred revenue		1,149		207
Platform operations		401		191
Income taxes		120		13
Professional fees		68		648
Sales and use taxes		14		233
Other		391		654
Total	$	6,224	$	4,664

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
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	86,968,309	85,743,994
Common stock, shares outstanding	86,968,309	85,743,994

Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 1,484
2024	1,441
2025	1,433
2026	1,415
2027	1,364
Thereafter	1,023
Total operating lease payments	8,160
Less: Imputed interest	(694)
Total	$ 7,466

Warrants

12 Months Ended

Dec. 31, 2022

Warrants and Rights Note Disclosure [Abstract]

Warrants

16.

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 became exercisable on March 2, 2022, which was the later of 12 months from the closing of the MCAP's initial public offering and 30 days after the closing 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,
	2022		2021		Exercise Price		Expiration Date
Public Warrants		10,541,657		10,541,667	$	11.50	December 21, 2026
Private Placement Warrants		5,432,237		5,432,237	$	11.50	December 21, 2026

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.

Measurement of Public Warrants

The Public Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of December 31, 2022 and 2021, respectively, is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ADTHW. There were 10 warrants exercised for the year ended December 31, 2022.

Measurement of Private Warrants

The Private Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of December 31, 2022 and 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:



	As of December 31, 2022			As of December 31, 2021
Risk-free interest rate		4.07	%		1.25	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		3.98			4.98
Expected Volatility		69.50	%		35.30	%
Exercise Price	$	11.50		$	11.50
Stock Price	$	1.66		$	5.87

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 31, 2022, the Public Warrants and Private Placement Warrants outstanding were determined to be $0.10 and $0.23 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 30, 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
Change in valuation inputs or other assumptions		(6,114	)		(3,754	)		(9,868	)
Fair value as of December 31, 2022	$	1,054		$	1,244		$	2,298

Warrants (Tables)

12 Months Ended

Dec. 31, 2022

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,
	2022		2021		Exercise Price		Expiration Date
Public Warrants		10,541,657		10,541,667	$	11.50	December 21, 2026
Private Placement Warrants		5,432,237		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:



	As of December 31, 2022			As of December 31, 2021
Risk-free interest rate		4.07	%		1.25	%
Dividend yield		0.00	%		0.00	%
Expected term (years)		3.98			4.98
Expected Volatility		69.50	%		35.30	%
Exercise Price	$	11.50		$	11.50
Stock Price	$	1.66		$	5.87

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 30, 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
Change in valuation inputs or other assumptions		(6,114	)		(3,754	)		(9,868	)
Fair value as of December 31, 2022	$	1,054		$	1,244		$	2,298

Business Combination

12 Months Ended

Dec. 31, 2022

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 Date, 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 Date.

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 Date. After the Closing Date 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 Closing Date. See Note 16 – 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 and such Escrow Shares will be released subject to the achievement of certain earn-out targets. Of these Escrow shares, 299,438 shares (the “First Level Escrow Shares”) will be released if 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 on or before three years after the Closing Date. The remaining 299,437 Escrow Shares (the “Second Level Escrow Shares”) will be released if 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 on or before three years after the Closing Date.

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 Closing Date.

Additionally, each stock option and Restricted Incentive Unit of Legacy AdTheorent was cancelled and exchanged using the applicable Exchange Ratio. See Note 13 –Equity-Based Compensation for further details.

Legacy AdTheorent 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 15 – 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 the Closing Date.

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 Date. The payment of the management bonus is recorded as General and administrative expense in the Company's Consolidated Statement of Operations for the year ended December 31, 2021.

Business Combination - Additional Information (Details) - USD ($)		12 Months Ended
	Dec. 22, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 34,842,000	$ 35,778,000
Other intangible assets		$ 6,708,000	$ 7,608,000
Common stock, par value		$ 0.0001	$ 0.0001
Aggregate gross proceeds		$ 400,000	$ 60,781,000
Common stock, shares issued		86,968,309	85,743,994
Common stock, shares outstanding		86,968,309	85,743,994
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	5,432,237
Public Warrants
Business Acquisition [Line Items]
Shares underlying warrants		10,541,657	10,541,667
Seller's Earn-Out
Business Acquisition [Line Items]
Shares underlying warrants			15,973,904
Subscription Agreements \| PIPE Investors
Business Acquisition [Line Items]
Aggregate gross proceeds	$ 121,500,000
Subscription Agreements \| PIPE Investors \| 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 Date.
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

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
Document and Entity Information - USD ($) $ in Thousands	Dec. 31, 2022	Feb. 27, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	AdTheorent Holding Company, Inc.
Entity Central Index Key	0001838672
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		87,623,588
Entity Interactive Data Current	Yes
Entity File Number	001-40116
ICFR Auditor Attestation Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3978415
Entity Address, Address Line One	330 Hudson Street
Entity Address, Address Line Two	13th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	800
Local Phone Number	804-1359
Document Annual Report	true
Document Transition Report	false
Entity Public Float			$ 121,802,596
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission, or an amendment to Form 10-K to be filed not later than 120 days from the end of the registrant’s most recent fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Auditor Name	BDO USA, LLP
Auditor Location	New York, NY
Auditor Firm ID	243
Common Stock, Par Value $0.0001 Per Share
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	ADTH
Security Exchange Name	NASDAQ
Warrants to Purchase Common Stock
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	ADTHW
Security Exchange Name	NASDAQ

Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Platform operations	$ 876	$ 235
Software	501	747
Income taxes	0	2,683
Other	89	136
Total	$ 1,466	$ 3,801

Commitment and Contingences - Additional Information (Details) - USD ($) $ in Thousands	Jul. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 21, 2021	Dec. 20, 2021
Commitments And Contingences [Line Items]
Common stock, shares authorized		350,000,000	350,000,000	350,000,000
Class A Common Stock
Commitments And Contingences [Line Items]
Common stock, shares authorized					200,000,000
Palantir Foundry Agreement
Commitments And Contingences [Line Items]
Quarterly subscription fee	$ 1,000

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Reverse Recapitalization	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Reverse Recapitalization	Retained Earnings	Noncontrolling Interests
Balance at the beginning at Dec. 31, 2020	$ 61,267		$ 6	$ 45,584		$ 16,309	$ (632)
Balance at the beginning (in shares) at Dec. 31, 2020			59,853,276
Equity-based compensation	5,823			5,823
Sellers Earn-Out Adjustments	55	$ (41,480)		55	$ (41,480)
Exercises of options	$ 18			18
Exercises of options (in shares)	33,218		29,247
Issuance of Common Stock/Preferred Stock, net of offering costs	$ 60,781		$ 3	60,778
Issuance of Common Stock/Preferred Stock, 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
Equity-based compensation	11,188			11,188
Sellers Earn-Out Adjustments	1,364			1,364
Conversion of SAFE Note into SymetryML Preferred Stock	3,938						3,938
Deconsolidation of SymetryML	(2,372)						(2,372)
Exercises of options	$ 459			459
Exercises of options (in shares)	794,506		794,506
Exercises of warrants (in shares)			10
Transaction cost adjustment	$ 55			55
Vesting of restricted stock, net of shares withheld for taxes	(278)			(278)
Vesting of restricted stock, net of shares withheld for taxes (in shares)			429,799
Issuance of Common Stock/Preferred Stock, net of offering costs	400						400
Net income (loss)	28,788					29,338	$ (550)
Balance at the end at Dec. 31, 2022	$ 155,425		$ 9	$ 83,566		$ 71,850
Balance at the end (in shares) at Dec. 31, 2022			86,968,309

Symetryml And Symetryml Holdings (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Summary of Amounts Related to Accounting Deconsolidation Transaction

The following table shows the amounts related to the accounting for the Deconsolidation:


	Year Ended December 31, 2022
Fair value of consideration received	$	—
Fair value of retained noncontrolling interest		861
Carrying amount of deconsolidated noncontrolling interest		2,372
Less: Carrying amount of deconsolidated net assets		(1,294	)
Gain on Deconsolidation	$	1,939

Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

18.

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,
	2022		2021
Net income attributable to AdTheorent Holding Company, Inc.	$	29,338	$	26,203

Weighted-average common shares outstanding - basic		86,222,972		60,510,847
Effect of dilutive equity-based awards		6,398,850		7,431,576
Weighted-average common shares outstanding - diluted		92,621,822		67,942,423

Earnings per share:
Basic	$	0.34	$	0.43
Diluted	$	0.32	$	0.39

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,
	2022		2021
Stock options		798,825		549,623
Restricted Stock Units		2,487,590		592,425
Public Warrants		10,541,657		10,541,667
Private Placement Warrants (1)		5,432,237		5,432,237
Seller's Earn-Out		6,785,714		6,785,714
Sponsor Earn-Out		598,875		598,875
Total		26,644,898		24,500,541

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

Accounts Receivable, Net - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Beginning balance	$ 365	$ 457
Reserve for doubtful accounts	340	217
Write-offs, net of recoveries	(6)	(309)
Ending balance	$ 699	$ 365

Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current provision (benefit):
Federal	$ 5,253	$ 3,908
State and local	2,261	2,325
Foreign	2	18
Total current provision	7,516	6,251
Deferred benefit:
Federal	(4,473)	(2,054)
State and local	(2,055)	(837)
Foreign	0	0
Total deferred benefit	(6,528)	(2,891)
Provision for income taxes	$ 988	$ 3,360

Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating cash flows used for operating leases	$ 1,382
Right-of-use assets obtained in exchange for new operating lease obligations	$ 214

Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 57,898	$ 58,456
Accumulated amortization	(46,715)	(41,862)
Net carrying amount	$ 11,183	$ 16,594
Software
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	0 years	1 year
Gross amount	$ 6,038	$ 9,124
Accumulated amortization	(6,038)	(8,653)
Net carrying amount	$ 0	$ 471
Capitalized Software Costs
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	1 year 1 month 6 days	1 year
Gross amount	$ 10,173	$ 7,366
Accumulated amortization	(7,535)	(5,335)
Net carrying amount	$ 2,638	$ 2,031
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	1 year	2 years
Gross amount	$ 31,492	$ 31,726
Accumulated amortization	(27,017)	(22,740)
Net carrying amount	$ 4,475	$ 8,986
Trademarks/tradename
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	4 years	5 years
Gross amount	$ 10,195	$ 10,240
Accumulated amortization	(6,125)	(5,134)
Net carrying amount	$ 4,070	$ 5,106

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, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	26,644,898	24,500,541
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	798,825	549,623
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	2,487,590	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	10,541,657	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	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	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	598,875

Seller's Earn-Out - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 22, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Total fair value of Seller's Earn-Out	$ 42,900
Business combination, shares exchange ration to option and exchanged unit holders			8,573,627
Seller's Earn-Out equity-based compensation		$ 1,364	$ 55
Seller's Earn-Out
Business Acquisition [Line Items]
Business combination, shares exchange ration to equity holder			59,882,523
Business combination shares exchanged option vested		8,176,781
Business combination, shares exchange ration to option and exchanged unit holders			6,089,420
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		$ 1,364	$ 55

Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 7,392
2024	1,750
2025	1,016
2026	1,016
2027	7
Thereafter	2
Net carrying amount	$ 11,183	$ 16,594

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 193	$ 148

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

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,
	2022		2021
Net income attributable to AdTheorent Holding Company, Inc.	$	29,338	$	26,203

Weighted-average common shares outstanding - basic		86,222,972		60,510,847
Effect of dilutive equity-based awards		6,398,850		7,431,576
Weighted-average common shares outstanding - diluted		92,621,822		67,942,423

Earnings per share:
Basic	$	0.34	$	0.43
Diluted	$	0.32	$	0.39

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


	As of December 31,
	2022		2021
Stock options		798,825		549,623
Restricted Stock Units		2,487,590		592,425
Public Warrants		10,541,657		10,541,667
Private Placement Warrants (1)		5,432,237		5,432,237
Seller's Earn-Out		6,785,714		6,785,714
Sponsor Earn-Out		598,875		598,875
Total		26,644,898		24,500,541

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

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and Equipment, net consisted of the following:


	As of December 31,
	2022			2021
Computers and equipment	$	949		$	798
Less: accumulated depreciation		(429	)		(389	)
Total	$	520		$	409

Intangible Assets, Net

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

INTANGIBLE ASSETS, Net

Intangible assets, net consisted of the following:


			December 31, 2022
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Software		—	$	6,038	$	(6,038	)	$	—
Capitalized software costs		1.1		10,173		(7,535	)		2,638
Customer relationships		1.0		31,492		(27,017	)		4,475
Trademarks/tradename		4.0		10,195		(6,125	)		4,070
Total			$	57,898	$	(46,715	)	$	11,183


			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

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


	Year ended December 31,
	2022		2021
Platform operations	$	2,200	$	2,001
Sales and marketing		5,480		5,480
Technology and development		140		558
General and administrative		10		306
Total	$	7,830	$	8,345

Total amortization expense for the year ended December 31, 2022 and 2021 was $7,830 and $8,345, respectively. Amortization expense for capitalized software costs for the year ended December 31, 2022 and 2021 was $2,199 and $2,001, respectively.

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


	Year ended December 31,
2023	$	7,392
2024		1,750
2025		1,016
2026		1,016
2027		7
Thereafter		2
Total	$	11,183

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.

Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for Capitalized software costs	$ 2,199	$ 2,001
Amortization expense	$ 7,830	$ 8,345

Seller's Earn-Out - Schedule of Change in Fair Value (Details) - Seller's Earn-Out - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Business Acquisition [Line Items]
Fair value as of beginning balance	$ 41,480	$ 18,081
Change in valuation inputs or other assumptions	(23,399)
Change in fair value		(17,308)
Fair value as of ending balance	$ 18,081	$ 773

Leases - Additional Information (Details) - USD ($)		1 Months Ended	12 Months Ended
Leases - Additional Information (Details) - USD ($)	Apr. 20, 2021	May 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Nov. 22, 2021	May 24, 2021	May 23, 2021
Lessee, Lease, Description [Line Items]
Operating lease, Term of contract			3 years
Rent expense			$ 207,000	$ 76,000
Sublease Income			0	0
Total net rent expense			1,196,000	3,241,000
Rent cancellation penalty	$ 4,243,000
Percentage of penalty fee paid		50.00%
Letters of Credit
Lessee, Lease, Description [Line Items]
Line of credit			$ 983,000	$ 983,000	$ 983,000	$ 1,500,000	$ 2,228,000
New York Headquarters Office
Lessee, Lease, Description [Line Items]
Operating lease expiration year			2028

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Operating lease liability	$ 2,077,000	$ 0
Accrued expenses	5,000	364,000
Capitalized costs	2,750,000	3,321,000
Research and development expenditures capitalization	3,860,000	0
Deferred rent	0	540,000
Net operating losses	0	677,000
Reserves	198,000	173,000
Equity-based compensation	2,958,000	770,000
Uncertain Tax Positions	0	0
Deferred tax assets	11,848,000	5,845,000
Valuation Allowance	0	(370,000)
Net deferred tax asset	11,848,000	5,475,000
Deferred tax liabilities:
Right of use asset	(1,595,000)	0
Fixed asset	(797,000)	(770,000)
Intangible assets	(2,339,000)	(4,271,000)
Investments	(155,000)	0
Deferred tax liabilities	(4,886,000)	(5,041,000)
Deferred tax asset	$ 6,962,000	$ 434,000

Warrants - Schedule of Changes in Fair Value of Public and Private Placement Warrants (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Public Warrants
Class of Warrant or Right [Line Items]
Fair value as of beginning balance	$ 7,168
Initial measurement on December 22, 2021		$ 9,171
Change in valuation inputs or other assumptions	(6,114)	(2,003)
Fair value as of ending balance	1,054	7,168
Private Placement Warrants
Class of Warrant or Right [Line Items]
Fair value as of beginning balance	4,998
Initial measurement on December 22, 2021		9,778
Change in valuation inputs or other assumptions	(3,754)	(4,780)
Fair value as of ending balance	1,244	4,998
Warrants
Class of Warrant or Right [Line Items]
Fair value as of beginning balance	12,166
Initial measurement on December 22, 2021		18,949
Change in valuation inputs or other assumptions	(9,868)	(6,783)
Fair value as of ending balance	$ 2,298	$ 12,166

Related Party Transactions

12 Months Ended

Dec. 31, 2022

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 $0 and $871 for the years ended December 31, 2022 and 2021, 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, 2022 and 2021.

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

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Equity Option Plan

The following summarizes the Company’s equity option plan and the activity for the years ended December 31, 2022 and 2021:


	Equity Option Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2020		7,769,818		$	0.60	6.04
Granted		—			—
Exercised		(33,218	)		0.55
Forfeited		(9,770	)		0.74
Outstanding at December 31, 2021		7,726,830		$	0.60		5.22
Granted		—			—
Exercised		(794,506	)		0.58
Forfeited		(16,609	)		0.74
Outstanding at December 31, 2022		6,915,715		$	0.61		4.67
Vested and exercisable at December 31, 2022		6,854,164			0.61		4.66

Summary of RSU Activity

A summary of the RSU activity for the years ended December 31, 2022 and 2021, is as follows:


	Equity Option Awards			Weighted Average Grant-Date Fair Value per Unit
Nonvested as of December 31, 2020		—			—
Granted		846,797		$	7.95
Vested		—			—
Forfeited		—			—
Nonvested as of December 31, 2021		846,797		$	7.95
Granted		3,403,582			9.41
Vested		(528,111	)		7.95
Forfeited		(158,300	)		9.46
Cancellations		(799,287	)		9.42
Nonvested as of December 31, 2022		2,764,681		$	9.23

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,
	2022		2021
Platform operations	$	1,793	$	295
Sales and marketing		3,630		1,786
Technology and development		1,826		531
General and administrative		3,939		3,211
Total equity-based compensation expense	$	11,188	$	5,823

Performance-based Equity Options

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Fair Value of Purchase rights Granted under Black-Scholes Option-Pricing Model Assumptions

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		67.00	%
Risk-free rate		1.33	%
Term (in years)		6.25

Employee Stock Purchase Plan

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Fair Value of Purchase rights Granted under Black-Scholes Option-Pricing Model Assumptions

The fair value of the purchase rights granted under the ESPP for the offering period beginning August 15, 2022 was $1.03. It was estimated by applying the Black-Scholes option-pricing model to the purchase period in the offering period using the following assumptions:


	August 15, 2022
Grant price	$	2.67
Expected term	5 months
Expected volatility		90.7	%
Risk-free interest rate		3.0	%
Expected dividend yield		0.0	%

Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Accounts receivables	$ 56,243	$ 56,180
Other receivables	483	121
Accounts and other receivables, Gross	56,726	56,301
Less: allowance for doubtful accounts	(699)	(365)
Accounts receivable, net	$ 56,027	$ 55,936

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operations of the Company. 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 Date, 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

In response to the business disruptions created by the novel coronavirus (“COVID-19”), the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed in the U.S. to assist companies in responding to the COVID-19 pandemic in March 2020. The CARES Act provides for refundable employee retention tax credits and the deferral of the employer-paid portion of social security taxes. The Company elected to defer the employer-paid portion of social security payroll taxes. The Company repaid the deferred employment taxes of $930 in the year ended December 31, 2021, and there was $0 of the employer portion of social security tax accrued as of December 31, 2022 and 2021.

Liquidity

As of December 31, 2022, the Company had cash of $72,579 and working capital, consisting of current assets, less current liabilities, of $104,310. 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, 2022 and 2021 was as follows:


	Year ended December 31,
	2022		2021
U.S.	$	159,909	$	160,821
Canada		5,957		4,032
United Kingdom		112		492
France		102		—
Other		2		20
Total	$	166,082	$	165,365

Over 99% of all of total consolidated long-lived assets are 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, 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 17 — 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. As of December 31, 2022 and 2021, the Company did not have cash equivalents.

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 - 3
Non-compete agreements		5
Customer relationships		7
Trademarks/tradename		10 - 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, 2022 and 2021.

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, 2022 and 2021.

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). 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.

If the test results in a fair value less that the carrying value, the loss is recorded within operating expenses in the Consolidated Statements of Operations in the period the determination is made. (Refer to Note 9 — Goodwill).

Revenue

The Company generates revenue by using its proprietary machine learning-powered technology platform to execute targeted digital advertising campaigns, offering advanced predictive targeting solutions across different customer industry verticals and consumer screens (desktop, mobile, and 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 $768 and $1,125 for the years ended December 31, 2022 and 2021, 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 $251 and $343 for the years ended December 31, 2022 and 2021, respectively. Allocated overhead costs were $1,251 and $1,909 for the years ended December 31, 2022 and 2021, respectively.

Technology and Development

Technology and development expenses consists primarily of employee costs, including salaries, bonuses, equity-based compensation, travel expenses, and employee benefit costs associated with the ongoing development and maintenance of the Company's technology platform. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized

software development costs. Allocated overhead costs were $521 and $666 for the years ended December 31, 2022 and 2021, 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 $180 and $251 for the years ended December 31, 2022 and 2021, respectively.

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 13 — Equity-Based Compensation Expense).

Debt Issuance Cost

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

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

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

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 the Closing Date, 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 the Closing Date 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 the Closing Date 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 15 – Seller’s Earn-Out for further details.

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

The grant of the Seller’s Earn-Out to holders of the unvested Exchanged Option or Exchanged Unit’s as of the Closing Date 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 the Closing Date 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 the Closing Date 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 15 – 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.

Leases

The Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”) on January 1, 2022 using the cumulative effect transition method for leases in existence as of the date of adoption. The reported results for 2022 reflect the application of ASC 842 guidance while the reported results for 2021 were prepared under the previous guidance of ASC 840, Leases (“ASC 840”). The adoption of ASC 842 represents a change in accounting principle that recognizes right-of-use (“ROU”) assets and lease liabilities arising from all leases based on the present value of future minimum lease payments over the lease term. Our leases often include options to extend or terminate at our sole discretion, which are included in the determination of lease term when they are reasonably certain to be exercised. Consistent with ASC 840, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company’s adoption of ASC 842 had no impact on the Condensed Consolidated Statements of Operations or the Condensed Consolidated Statement of Cash Flows.

We do not record leases with an initial term of 12 months or less on our consolidated balance sheet but continue to record rent expense on a straight-line basis over the lease term.

The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which allows for the following: (i) to carry forward the historical lease classification, (ii) not to reassess whether any existing contract contains a lease and (iii) not to reassess initial direct costs for existing leases.

The Company categorizes leases at their inception as either operating or finance leases. Operating leases are classified as non-current operating lease right-of-use assets and current and non-current operating lease liabilities on the Condensed Consolidated Balance Sheet. The Company did not have any finance leases upon adoption on January 1, 2022 or as of December 31, 2022.

Adoption of ASC 842 resulted in the recognition of operating right-of-use assets of $6,507, along with associated operating lease liabilities of $8,376 as of January 1, 2022. The difference between the operating lease ROU assets and total operating lease liabilities is the reclassification of previously recognized deferred rent liabilities against operating lease ROU assets. The adoption of ASC 842 did not result in an adjustment to retained earnings and it did not impact the Company's deferred tax assets or liabilities.

The Company’s operating leases are primarily for real property in support of its business operations. Although the Company's leases may contain renewal options, the Company is generally not reasonably certain to exercise these options at the commencement date. Accordingly, renewal options are generally not included in the lease term for determining the ROU asset and lease liability at commencement.

The Company has elected to account for lease components and non-lease components as a single lease component. Payments to lessors for reimbursement of real estate taxes, common area maintenance costs or insurance as applicable are generally variable in nature and are also expensed as incurred as variable lease costs and not included in the right-of-use assets or lease liabilities.

Variable lease payment amounts that cannot be determined at lease commencement such as increases in lease payments based on changes in index rates or usage, are not included in the right-of-use assets or liabilities. Such variable payments are expensed as incurred.

Discount rates are determined based on the Company’s incremental borrowing rate as the Company’s leases generally do not provide an implicit rate.

See Note 20 – Leases for further details.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

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

In February 2016, the FASB issued ASC 842, which sets out the principles for the recognition, measurement, and presentation of all leases on the balance sheet as well as provides for additional lease disclosure requirements. The Company adopted ASC 842 on January 1, 2022 using the cumulative effect transition method for leases in existence as of the date of adoption. See above for the Company's accounting policy for leases under ASC 842 and the impact from adoption.

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. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), deferring the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. 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, the new deferral period, of December 31, 2024. The Company adopted ASU 2020-04 on January 1, 2022. The adoption did not have a material effect on the Company's Condensed 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 has determined the adoption does not have a material impact on the Company's Consolidated Financial Statements as of December 31, 2022.

Accounting Pronouncements Issued Not Yet Adopted

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 does not expect the adoption to have a material effect on the Company's Consolidated Financial Statements.

Fair Value Measurements - Summary of Rollforward of Assets and Liabilities Classified as Level 3 (Details) - Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Seller's Earn-Out Liability
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 18,081	$ 0
Additions	0	41,480
Measurement adjustments	(17,308)	(23,399)
Ending Balance	773	18,081
Investment in SymetryML Holdings
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0
Additions	861	0
Measurement adjustments	(72)	0
Ending Balance	$ 789	$ 0

Leases - Schedule of Components of Lease Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating Lease Cost	$ 989
Short Term Lease Cost	207
Variable Lease Cost	$ 0

Income Taxes - Summary of Reconciliation of Federal Statutory Rate to Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income tax rate	21.00%	21.00%
State and local taxes, net of federal benefit	0.55%	5.22%
Foreign rate differential	0.01%	0.10%
Unrealized gain on Seller's Earn-Out and warrants valuation	(18.20%)	(22.06%)
Non-deductible transaction costs	0.00%	3.95%
Permanent items	1.11%	2.00%
Research and development credits	(1.63%)	(1.27%)
Equity option forfeitures	(0.92%)	0.05%
Write-off of 162(m) limited stock options	0.00%	3.29%
Change in valuation allowance	(1.00%)	0.64%
State FIN 48	0.00%	(1.12%)
Other	2.40%	(0.09%)
Effective tax rate	3.32%	11.71%

Employee Savings - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Employer matching contribution amount	$ 1,556	$ 1,317
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.

Risks, Uncertainties, and Concentrations - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Customer	Dec. 31, 2021 USD ($) Customer
Concentration Risk [Line Items]
Cash balances in excess of FDIC insured limits \| $	$ 72,010	$ 99,587
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%	6.00%
Number of customers	1	1
Accounts Receivable \| Customer Concentration Risk \| Five Customers
Concentration Risk [Line Items]
Concentration risk percentage	21.00%	24.00%
Number of customers	5	5
Revenue \| Customer Concentration Risk \| Five Customers
Concentration Risk [Line Items]
Concentration risk percentage	21.00%	25.00%
Number of customers	5	5

Risks, Uncertainties, and Concentrations

12 Months Ended

Dec. 31, 2022

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 did not have any customer 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, 2022 and 2021, one single customer represented approximately 6% and 6% of accounts receivable, respectively. At December 31, 2022 and 2021, five customers represented approximately 21% and 24% of accounts receivable, respectively.

For the year ended December 31, 2022, five customers represented approximately 21% of revenue. For the year ended December 31, 2021, five customers represented approximately 25% 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 with some foreign financial institutions and these deposits may at times be in excess of insured limits. As of December 31, 2022 and 2021, the Company had balances of $72,010 and $99,587 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.

Equity-Based Compensation - Summary of Fair Value of Purchase rights Granted under Black-Scholes Option-Pricing Model Assumptions (Details) - Employee Stock Purchase Plan	Aug. 15, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant price	$ 2.67
Expected term	5 years
Expected volatility	90.70%
Risk-free interest rate	3.00%
Expected dividend yield	0.00%

Summary of Significant Accounting Policies - Revenue by Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	$ 166,082	$ 165,365
U.S.
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	159,909	160,821
Canada
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	5,957	4,032
United Kingdom
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	112	492
France
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	102	0
Other
Revenues From External Customers And Long Lived Assets [Line Items]
Revenue	$ 2	$ 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
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Revenue by Geographic Region

Revenue by geographic region for the years ended December 31, 2022 and 2021 was as follows:


	Year ended December 31,
	2022		2021
U.S.	$	159,909	$	160,821
Canada		5,957		4,032
United Kingdom		112		492
France		102		—
Other		2		20
Total	$	166,082	$	165,365

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 - 3
Non-compete agreements		5
Customer relationships		7
Trademarks/tradename		10 - 15

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Provision for income taxes	$ (988,000)	$ (3,360,000)
Effective income tax rates	3.32%	11.71%
Valuation allowance	$ 0	$ 370,000
Deferred tax asset related to research and development	3,860,000	0
Interest and penalties expense	$ 0	$ 0
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.
Tax Cuts and Jobs Act, 2017
Operating Loss Carryforwards [Line Items]
Deferred tax asset related to research and development	$ 3,860,000
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	0
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 0

Equity-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

13.

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”). As of December 31, 2022, 320,976 underlying common shares, adjusted by the Exchange Ratio, were available for grant under the 2017 Plan. 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.

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 7,726,830 Exchanged Options, with an as-adjusted weighted average exercise price of $0.60 per share. In addition, 541,900 RIUs were exchanged for 847,797 Exchanged Units.

2021 Long-Term Incentive 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, 2023 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, 2022, equity awards have been granted under the 2021 Plan, and 7,677,848 shares remained available for issuance.

On January 1, 2023, the Company added 4,348,415 shares to the shares available for issuance under the 2021 Plan.

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. For the year ended December 31, 2022, $243 of equity-based compensation expense was recognized related to equity options granted.

The Company received cash in the amount of $459 and $18 from the exercise of equity options for the year ended December 31, 2022 and 2021, respectively. The tax benefit from equity options exercised were $128 and $6 for the year ended December 31, 2022 and 2021, respectively.

During the years ended December 31, 2022 and 2021, 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, 2022 and 2021:


	Equity Option Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2020		7,769,818		$	0.60	6.04
Granted		—			—
Exercised		(33,218	)		0.55
Forfeited		(9,770	)		0.74
Outstanding at December 31, 2021		7,726,830		$	0.60		5.22
Granted		—			—
Exercised		(794,506	)		0.58
Forfeited		(16,609	)		0.74
Outstanding at December 31, 2022		6,915,715		$	0.61		4.67
Vested and exercisable at December 31, 2022		6,854,164			0.61		4.66

The aggregate intrinsic value of options outstanding and vested and expected to vest on December 31, 2022 and 2021 was $36,402 and $40,716, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2022 and 2021 is $4,577 and $177, respectively.

As of December 31, 2022, there was approximately $11 total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 0.42 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		67.00	%
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 November 3, 2022, the Company granted 70,675 RSUs at a fair value of $2.19 per share to employees and Board members. On April 13, 2022, the Company granted 45,157 RSUs at a fair value of $8.92 per share to employees. On March 11, 2022, the Company granted 3,287,750 RSUs at a fair value of $9.57 per share to employees and Board members.

The vesting conditions for the RSUs are a mix of time-based and performance-based vesting conditions. The RSUs with performance-based vesting conditions are based on achievement of revenue or certain annual Adjusted Earnings Before Interest, Income Tax, Depreciation and Amortization (“Adjusted EBITDA”) targets during the year ended December 31, 2022. No compensation expense was recognized for the RSUs with performance-based vesting conditions for the year ended December 31, 2022 on the basis that achievement of the specified performance targets were not met, and the related RSUs were cancelled effective December 31, 2022. For the year ended, December 31, 2022, $7,044 of equity-based compensation expense was recognized related to time-based RSUs granted in 2022.

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 RIU Agreement. The RIUs were converted to 847,797 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. For the year ended, December 31, 2022, $3,821 of equity-based compensation expense was recognized related to RSUs granted in 2021.

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 during the year ended December 31, 2021.

A summary of the RSU activity for the years ended December 31, 2022 and 2021, is as follows:


	Equity Option Awards			Weighted Average Grant-Date Fair Value per Unit
Nonvested as of December 31, 2020		—			—
Granted		846,797		$	7.95
Vested		—			—
Forfeited		—			—
Nonvested as of December 31, 2021		846,797		$	7.95
Granted		3,403,582			9.41
Vested		(528,111	)		7.95
Forfeited		(158,300	)		9.46
Cancellations		(799,287	)		9.42
Nonvested as of December 31, 2022		2,764,681		$	9.23

As of December 31, 2022, there was $16,324 of total unrecognized compensation expense related to the RSUs, which is expected to be recognized over a weighted average period of 2.5 years.

Employee Stock Purchase Plan

On December 21, 2021, the Company’s stockholders approved the AdTheorent Holding Company, Inc. Employee Stock Purchase Plan (the “ESPP”), in connection with the Business Combination and became effective immediately upon the closing of the Business Combination on December 22, 2021. Under the ESPP, an aggregate of 2,026,328 shares of common stock (subject to certain adjustments to reflect changes in the Company’s capitalization) are reserved and may be purchased by eligible employees who become participants in the ESPP. The purchase price per share of the common stock is the lesser of 85% of the fair market value of a share of common stock on the offering date or 85% of the fair market value of a share of common stock on the purchase date. The first offering period under the ESPP began August 15, 2022. As of December 31, 2022, there were 2,026,328 shares of common stock available for issuance pursuant to the ESPP. The first purchase date is January 14, 2023. Pursuant to the ESPP, on January 1, 2023, the Company added 869,863 shares available for issuance.

Total compensation expense related to the ESPP was $80 for the year ended December 31, 2022, classified within each applicable operating expense category on the accompanying Consolidated Statements of Operations and in the equity-based compensation table below.


	August 15, 2022
Grant price	$	2.67
Expected term	5 months
Expected volatility		90.7	%
Risk-free interest rate		3.0	%
Expected dividend yield		0.0	%

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,
	2022		2021
Platform operations	$	1,793	$	295
Sales and marketing		3,630		1,786
Technology and development		1,826		531
General and administrative		3,939		3,211
Total equity-based compensation expense	$	11,188	$	5,823

The estimated income tax benefit of equity-based compensation expense included in the provision for income taxes were approximately $3,106 and $385 for the year ended December 31, 2022 and 2021, respectively. No equity-based compensation costs were capitalized in any period.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 72,579	$ 100,093
Accounts receivable, net	56,027	55,936
Income tax recoverable	145	95
Prepaid expenses	1,466	3,801
Total current assets	130,217	159,925
Property and equipment, net	520	409
Operating lease right-of-use asset	5,732	0
Investment in SymetryML	789	0
Customer relationships, net	4,475	8,986
Other intangible assets, net	6,708	7,608
Goodwill	34,842	35,778
Deferred income taxes, net	6,962	434
Other assets	359	402
Total assets	190,604	213,542
Current liabilities
Accounts payable	9,479	12,382
Accrued compensation	8,939	10,530
Accrued expenses	6,224	4,664
Operating lease liabilities, current	1,265	0
Total current liabilities	25,907	27,576
Revolver borrowings	0	39,017
SAFE Notes	0	2,950
Warrants	2,298	12,166
Seller's Earn-Out	773	18,081
Operating lease liabilities, non-current	6,201	0
Deferred rent	0	1,869
Total liabilities	35,179	101,659
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, 2022 and December 31, 2021
Common Stock, $0.0001 par value, 350,000,000 shares authorized; 86,958,309 and 85,743,994 shares issued and outstanding as of December 31, 2022 and 2021, respectively	9	9
Additional paid-in capital	83,566	70,778
Retained earnings	71,850	42,512
Total stockholders' equity attributable to AdTheorent Holding Company, Inc.	155,425	113,299
Noncontrolling interests in consolidated subsidiaries	0	(1,416)
Total stockholders' equity	155,425	111,883
Total liabilities and stockholders' equity	$ 190,604	$ 213,542

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Campaign costs	$ 4,081	$ 2,718
Deferred revenue	1,149	207
Platform Operations	401	191
Income taxes	120	13
Professional fees	68	648
Sales and use taxes	14	233
Other	391	654
Total	$ 6,224	$ 4,664

Equity-Based Compensation - Summary of Equity Option Plan (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Payment Arrangement [Abstract]
Equity Option Awards, Outstanding, Beginning balance	7,726,830	7,769,818
Options granted	0	0
Equity Option Awards, Exercised	(794,506)	(33,218)
Equity Option Awards, Forfeited	(16,609)	(9,770)
Equity Option Awards, Outstanding, Ending balance	6,915,715	7,726,830	7,769,818
Equity Option Awards, Vested and exercisable at December 31, 2021	6,854,164
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 0.60	$ 0.60
Weighted Average Exercise Price, Granted	0	0
Weighted Average Exercise Price, Exercised	0.58	0.55
Weighted Average Exercise Price, Forfeited	0.74	0.74
Weighted Average Exercise Price, Outstanding, Ending balance	0.61	$ 0.60	$ 0.60
Weighted Average Exercise Price, Vested and exercisable at December 31, 2021	$ 0.61
Weighted Average Remaining Contractual Life (Years), Outstanding	4 years 8 months 1 day	5 years 2 months 19 days	6 years 14 days
Weighted Average Remaining Contractual Life (Years), Vested and exercisable at December 31, 2021	4 years 7 months 28 days

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

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, 2022 and 2021 was as follows:


	Year ended December 31,
	2022		2021
U.S.	$	159,909	$	160,821
Canada		5,957		4,032
United Kingdom		112		492
France		102		—
Other		2		20
Total	$	166,082	$	165,365

Over 99% of all of total consolidated long-lived assets are 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

Accounts Receivable, Net of Allowance for Doubtful Accounts

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 - 3
Non-compete agreements		5
Customer relationships		7
Trademarks/tradename		10 - 15

Software Development Costs

Impairment of Long-Lived Assets

Goodwill

Revenue

Expenses

Platform Operations

Sales and Marketing

Technology and Development

software development costs. Allocated overhead costs were $521 and $666 for the years ended December 31, 2022 and 2021, respectively.

General and Administrative Expense

Equity-based Compensation

Seller’s Earn-Out

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

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

Public and Private Placement Warrants

Emerging Growth Company

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.

Leases

We do not record leases with an initial term of 12 months or less on our consolidated balance sheet but continue to record rent expense on a straight-line basis over the lease term.

Discount rates are determined based on the Company’s incremental borrowing rate as the Company’s leases generally do not provide an implicit rate.

See Note 20 – Leases for further details.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

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

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

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

Accounting Pronouncements Issued Not Yet Adopted

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

2022, with early adoption permitted. The Company does not expect the adoption to have a material effect on the Company's Consolidated Financial Statements.

Goodwill - Additional Information (Details)	12 Months Ended
Goodwill - Additional Information (Details)	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Oct. 31, 2022
Goodwill [Line Items]
Number of reporting units \| Segment	1
Goodwill impairment test, description	For the October 31, 2022 impairment test, fair value was determined by using a market-based approach (weighted 50%) and an income approach (weighted 50%), as this combination was deemed to be the most indicative of the Company’s fair value in an orderly transaction between market participants.
Percentage of estimated weighted average cost of capital	18.00%
Number of financial forecast years for goodwill impairment testing	5 years
Percentage of terminal growth rate calculated for years beyond 2030	3.00%
Impairment of goodwill \| $	$ 0	$ 0
Market-based Approach
Goodwill [Line Items]
Percentage of weighted average goodwill impairment			50.00%
Income Approach
Goodwill [Line Items]
Percentage of weighted average goodwill impairment			50.00%

Summary of Significant Accounting Policies - Additional Information (Details)		12 Months Ended
	Dec. 22, 2021	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of operating segment \| Segment		1
Number of reportable segment \| Segment		1
Repayment of deferred employment taxes			$ 930,000
Deferred employer portion of social security tax		$ 0	0
Cash		72,579,000	100,093,000
Working capital		104,310,000
Cash equivalents		$ 0	0
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		768,000	1,125,000
Advertising costs		251,000	343,000
Allocated overhead costs sales and marketing		1,251,000	1,909,000
Allocated overhead costs technology and development		521,000	666,000
Allocated overhead costs general and administration		180,000	251,000
Operating lease right-of-use asset		5,732,000	$ 0
Operating lease liability		$ 7,466,000
Long-lived Assets \| Geographic Concentration Risk \| U.S.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage		99.00%
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
ASC 842
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, 2022
Operating lease right-of-use asset				$ 6,507,000
Operating lease liability				$ 8,376,000
ASU 2021-01
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, 2022
Change in accounting principle, accounting standards update, immaterial effect		true
ASU 2019-12
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		Dec. 15, 2022
Change in accounting principle, accounting standards update, immaterial effect		true

Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Equity

14.

EQUITY

The Company retroactively restated for the Business Combination as described in Note 2 –Summary of Significant Accounting Policies. As such, at December 31, 2022 and 2021, 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, 86,968,309 were issued and outstanding as of December 31, 2022. As of December 31, 2021, the Company’s common shares issued and outstanding were 85,743,994.

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, 2022 and 2021, 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: 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(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Investment in SymetryML Holdings(2)	$	—	$	—	$	789	$	789
Total assets	$	—	$	—	$	789	$	789
Liabilities:
Public warrants(1)	$	1,054	$	—	$	—	$	1,054
Private placement warrants(1)		—		1,244		—		1,244
Seller's Earn-Out(1)		—		—		773		773
Total liabilities	$	1,054	$	1,244	$	773	$	3,071


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Investment in SymetryML Holdings(2)	$	—	$	—	$	—	$	—
Total assets	$	—	$	—	$	—	$	—
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)

(2)

Refer to Note 19 — SymetryML and SymetryML Holdings below for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment.

Summary of rollforward of assets and liabilities classified as Level 3

The following table presents a rollforward of the Company's assets and liabilities classified as Level 3 for the year ended December 31, 2022 and 2021:


	Investment in SymetryML Holdings			Seller's Earn-Out Liability
Balance as December 31, 2020	$	—		$	—
Additions		—			41,480
Measurement adjustments		—			(23,399	)
Balance as December 31, 2021	$	—		$	18,081
Additions		861			—
Measurement adjustments		(72	)		(17,308	)
Balance as of December 31, 2022	$	789		$	773

Equity - Additional Information (Details) - shares	12 Months Ended
Equity - Additional Information (Details) - shares	Dec. 31, 2022	Dec. 31, 2021	Dec. 21, 2021
Class of Stock [Line Items]
Shares authorized	370,000,000	370,000,000
Common stock, shares authorized	350,000,000	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	86,968,309	85,743,994
Common stock, shares outstanding	86,968,309	85,743,994
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Commitments And Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

21.

COMMITMENTS AND CONTINGENCIES

Petition Filed for Authorization of Common Stock

On February 21, 2023, the Company filed a petition in the Delaware Court of Chancery (the “Court of Chancery”) pursuant to Section 205 of the General Corporation Law of the State of Delaware (the “DGCL”), seeking validation of an

amendment to its certificate of incorporation increasing the authorized common stock of the Company (as further described below) and the shares issued pursuant thereto.

At a special meeting of the stockholders of the Company held on December 21, 2021 (the “Special Meeting”), a majority of the then-outstanding shares of the Company’s Class A common stock and Class B common stock, voting as a single class, voted to approve the Company’s Second Amended and Restated Certificate of Incorporation, which, among other things, increased the authorized shares of the Company’s Class A common stock from 200,000,000 to 350,000,000 shares of common stock (eliminating its Class B common stock and renaming Class A common stock as “common stock”) (the “Authorized Share Charter Amendment”).

A recent decision of the Court of Chancery has created uncertainty regarding the validity of the Authorized Share Charter Amendment and whether a separate vote of the majority of the then-outstanding shares of the Company’s Class A common stock would have been required under Section 242(b)(2) of the DGCL.

The Company continues to believe that a separate vote of the Company’s Class A common stock was not required to approve the Authorized Share Charter Amendment. To date, no stockholder has given the Company notice of any allegations that the Company’s shares are unauthorized.

If the Company is not successful in the Section 205 proceeding, the uncertainty with respect to the Company’s capitalization resulting from the Court of Chancery’s decision referenced above could have a material adverse effect on the Company, including its ability to complete financing transactions, until the underlying issues are definitively resolved. This uncertainty could impair the Company’s ability to execute its business plan, attract and retain employees, management and directors and adversely affect its commercial relationships.

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 through June 30, 2026 at a quarterly fee of $1,000.

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 166,082	$ 165,365
Operating expenses:
Platform operations	83,444	77,770
Sales and marketing	44,018	38,799
Technology and development	16,644	12,393
General and administrative	20,697	35,424
Total operating expenses	164,803	164,386
Income from operations	1,279	979
Interest expense, net	263	(2,404)
Gain on change in fair value of Seller's Earn-Out	17,308	23,399
Gain on change in fair value of warrants	9,868	6,783
Gain on deconsolidation of SymetryML	1,939	0
Loss on change in fair value of SAFE notes	(788)	0
Loss on fair value of investment in SymetryML Holdings	(72)	0
Other income, net	(21)	22
Total other income (expense), net	28,497	27,800
Net income before provision for income taxes	29,776	28,779
Provision for income taxes	(988)	(3,360)
Net income	28,788	25,419
Less: Net loss attributable to noncontrolling interest	550	784
Net income attributable to AdTheorent Holding Company, Inc.	$ 29,338	$ 26,203
Earnings per share:
Basic	$ 0.34	$ 0.43
Diluted	$ 0.32	$ 0.39
Weighted-average common shares outstanding:
Basic	86,222,972	60,510,847
Diluted	92,621,822	67,942,423

Debt - Additional Information (Details)			12 Months Ended
Debt - Additional Information (Details)	Dec. 22, 2021 USD ($) Loan	Dec. 22, 2016 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 22, 2021 USD ($)	May 24, 2021 USD ($)	May 23, 2021 USD ($)
Debt Instrument [Line Items]
Amortization of debt issuance costs			$ 55,000	$ 155,000
Letters of Credit
Debt Instrument [Line Items]
Line of credit			983,000	983,000	$ 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
Effective rate of interest				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
Senior Secured Agreement
Debt Instrument [Line Items]
Type of revolving loan \| Loan	2
Deferred Financing fees	$ 277,000
Amortization of debt issuance costs			55,000	$ 0
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	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			$ 0	$ 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%

Summary of Significant Accounting Policies - Summary of Finite Lived Intangible Assets Useful Lives Using Straight-line Method (Details)	12 Months Ended
	Dec. 31, 2022
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	3 years
Non-compete Agreements
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Customer Relationships
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	10 years
Trademarks/tradename \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years

Seller's Earn-Out (Tables) - Seller's Earn-Out

12 Months Ended

Dec. 31, 2022

Business Acquisition [Line Items]

Schedule of Fair Value of Options

Assumptions used in the valuation were as follows:



	As of December 31,
	2022			2021
Stock price	$	1.66		$	5.87
Dividend yield		0.00	%		0.00	%
Volatility		75.00	%		67.90	%
Risk-free rate		4.37	%		0.96	%
Forecast period (in years)		1.98			2.98

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 of December 31, 2022 and 2021:


	Seller's Earn-Out
Fair value as of December 30, 2020	$	—
Initial measurement on December 22, 2021		41,480
Change in valuation inputs or other assumptions		(23,399	)
Balance at December 31, 2021	$	18,081
Change in fair value		(17,308	)
Balance at December 31, 2022	$	773

Revenue Recognition - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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
Managed Programmatic Revenue Model
Disaggregation Of Revenue [Line Items]
Revenue recognized	$ 164,381,000	165,049,000
Direct Access Revenue Model
Disaggregation Of Revenue [Line Items]
Revenue recognized	$ 1,701,000	$ 316,000
Minimum
Disaggregation Of Revenue [Line Items]
Typical payment terms	30 days
Maximum
Disaggregation Of Revenue [Line Items]
Typical payment terms	60 days