0000950170-24-052196 | 10-Q | XBRL Viewer | Adtheorent Holding Company INC

Prepaid Expenses (Tables)

3 Months Ended

Mar. 31, 2024

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

Prepaid expenses consisted of the following:


	March 31,		December 31,
	2024		2023
Income taxes	$	2,534	$	2,380
Platform operations		945		872
Insurance		941		-
Software		875		590
Marketing-related events		351		580
Other		328		93
Total	$	5,974	$	4,515

Goodwill	3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	8. GOODWILL The Company is a single reporting unit. The goodwill balance as of March 31, 2024 and December 31, 2023 was $34,842. The Company did not identify a goodwill impairment indicator during the three months ended March 31, 2024 to necessitate the performance of an interim impairment test. The Company will continue to monitor impairment indicators in future periods, inclusive of its stock price.

Goodwill

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

GOODWILL

The Company is a single reporting unit. The goodwill balance as of March 31, 2024 and December 31, 2023 was $34,842.

The Company did not identify a goodwill impairment indicator during the three months ended March 31, 2024 to necessitate the performance of an interim impairment test. The Company will continue to monitor impairment indicators in future periods, inclusive of its stock price.

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

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

The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy:


	March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Investment in SymetryML Holdings(2)	$	—	$	—	$	742	$	742
Total assets	$	—	$	—	$	742	$	742
Liabilities:
Public warrants(1)	$	—	$	4,533	$	—	$	4,533
Private placement warrants(1)		—		2,197		—		2,197
Seller's Earn-Out(1)		—		—		5		5
Total liabilities	$	—	$	6,730	$	5	$	6,735


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Investment in SymetryML Holdings(2)	$	—	$	—	$	628	$	628
Total assets	$	—	$	—	$	628	$	628
Liabilities:
Public warrants(1)	$	527	$	—	$	—	$	527
Private placement warrants(1)		—		440		—		440
Seller's Earn-Out(1)		—		—		10		10
Total liabilities	$	527	$	440	$	10	$	977

(1)

Refer to Note 14 — Seller's Earn-Out and Note 15 — Warrants included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments.

(2)

Refer to Note 16 — SymetryML and SymetryML Holdings included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, 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 tables present a rollforward of the Company's assets and liabilities classified as Level 3 for three months ended March 31, 2024 and 2023.


	Three Months Ended March 31, 2024
	Investment in SymetryML Holdings		Seller's Earn-Out Liability
Balance as December 31, 2023	$	628	$	10
Measurement adjustments		114		(5	)
Balance as of March 31, 2024	$	742	$	5


	Three Months Ended March 31, 2023
	Investment in SymetryML Holdings			Seller's Earn-Out Liability
Balance as December 31, 2022	$	789		$	773
Measurement adjustments		(168	)		(233	)
Balance as of March 31, 2023	$	621		$	540

Loss Per Share - Schedule of Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net loss attributable to AdTheorent Holding Company, Inc.	$ (9,852)	$ (5,223)
Weighted-average common shares outstanding - basic	90,449,398	87,551,278
Effect of dilutive equity-based awards	0	0
Weighted-average common shares outstanding - diluted	90,449,398	87,551,278
Basic	$ (0.11)	$ (0.06)
Diluted	$ (0.11)	$ (0.06)

- 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
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ 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/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ 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://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Loss Per Share - Summary of Outstanding Potentially Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	32,389,669	32,013,858
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	5,377,573	6,816,632
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	3,653,675	1,838,805
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	10,541,595	10,541,595
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

3 Months Ended

Mar. 31, 2024

Business Combination, Description [Abstract]

Seller's Earn-Out

14.

SELLER'S EARN-OUT

The estimated fair value of the Seller’s Earn-Out, as defined in Note 15 – Seller’s Earn-Out included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, was determined using a Monte Carlo simulation valuation model using the most reliable information available. Assumptions used in the valuation were as follows:




	March 31, 2024			December 31, 2023
Stock price	$	3.21		$	1.45
Dividend yield		0.00	%		0.00	%
Volatility		60.00	%		70.00	%
Risk-free rate		4.40	%		4.01	%
Expected term (in years)		0.73			0.98

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.

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

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 holders and vested Exchanged Options as of Close:

The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as of March 31, 2024 and December 31, 2023:


	Seller's Earn-Out
Balance at December 31, 2023	$	10
Change in fair value		(5	)
Balance at March 31, 2024	$	5

Accounts Receivable, Net (Tables)

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Summary of Accounts Receivable, Net

Accounts receivable, net consisted of the following:


	March 31,			December 31,
	2024			2023
Accounts receivable	$	55,816		$	72,057
Other receivables		118			234
	$	55,934		$	72,291
Less: allowance for credit losses		(701	)		(1,003	)
Accounts receivable, net	$	55,233		$	71,288

Schedule of Changes in Allowance for Doubtful Accounts

The following table presents changes in the allowance for credit losses:


	Three Months Ended March 31,
	2024			2023
Beginning balance	$	1,003		$	699
Reserve for credit losses		(200	)		—
Write-offs, net of recoveries		(102	)		(21	)
Ending balance	$	701		$	678

Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Accounts receivable	$ 55,816	$ 72,057
Other receivables	118	234
Accounts and other receivables, Gross	55,934	72,291
Less: allowance for credit losses	(701)	(1,003)
Accounts receivable, net	$ 55,233	$ 71,288

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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	91,555,276	88,464,048
Common stock, shares outstanding	91,555,276	88,464,048

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

19.

LEASES

The Company has operating lease agreements for office space in the U.S. With the exception of the New York headquarters office lease, the Company’s leases expire at various times through February 2026 and certain leases may be extended at the Company’s option. The New York headquarters office lease 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 Sheets.

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 three months ended March 31, 2024 and 2023 were as follows:


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	291	$	255
Short term lease cost	$	87	$	126
Variable lease cost	$	—	$	—

Supplemental cash flow information related to the Company’s operating leases for the three months ended March 31, 2024 and 2023 were as follows:


	Three Months Ended March 31,
	2024		2023
Operating cash flows used for operating leases	$	399	$	381
Right-of-use assets obtained in exchange for new operating lease obligations	$	—	$	—

Supplemental balance sheet information related to the Company’s operating leases as of March 31, 2024 and December 31, 2023 were as follows:


	March 31, 2024			December 31, 2023
Weighted average remaining lease term (years)		4.27			4.50
Weighted average discount rate (%)		3.3	%		3.3	%

Approximate future minimum lease payments for the Company’s operating leases are as follows as of March 31, 2024:


	March 31, 2024
Remainder of 2024	$	1,213
2025		1,624
2026		1,431
2027		1,364
2028		1,023
Thereafter		—
Total operating lease payments		6,655
Less: Imputed interest		(440	)
Total operating lease liabilities	$	6,215

In connection with one lease agreement, the Company maintains a letter of credit in the total amount of $983 as of both March 31, 2024 and December 31, 2023.

Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, Net

Property and equipment, net consisted of the following:


	March 31,			December 31,
	2024			2023
Computers and equipment	$	896		$	906
Less: accumulated depreciation		(459	)		(449	)
Total	$	437		$	457

Depreciation expense on Property and equipment was $47 and $49 for the three months ended March 31, 2024 and 2023, respectively.

Warrants - Additional Information (Details)	3 Months Ended
Warrants - Additional Information (Details)	Mar. 31, 2024 Item $ / shares shares	Dec. 31, 2023 $ / shares shares
Public Warrants
Class of Warrant or Right [Line Items]
Exercise price per share	$ 11.5
Warrants Outstanding \| shares	10,541,595	10,541,595
Price per warrant outstanding	$ 0.43	$ 0.05
Public Warrants \| Maximum \| Fair Value, Recurring \| Level 1
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.90
Public Warrants \| Minimum \| Fair Value, Recurring \| Level 2
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.10
Private Placement Warrants
Class of Warrant or Right [Line Items]
Exercise price per share	$ 11.5
Warrants Outstanding \| shares	5,432,237	5,432,237
Price per warrant outstanding	$ 0.4	$ 0.08
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
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
Private Placement Warrants \| Maximum \| Fair Value, Recurring \| Level 2
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.90
Private Placement Warrants \| Minimum \| Fair Value, Recurring \| Level 2
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.10

Symetryml and Symetryml Holdings

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Symetryml and Symetryml Holdings

16.

SYMETRYML AND SYMETRYML HOLDINGS

SymetryML Holdings, LLC (“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 in SymetryML Holdings 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.

VIE Determination

Based on the Company’s assessment, 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 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.

The Company holds 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.

Fair Value Option Investments in SymetryML and SymetryML Holdings

For its 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 investment 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 $742 and $628 as of March 31, 2024 and December 31, 2023, 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.

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	March 31,			December 31,
	2024			2023
Computers and equipment	$	896		$	906
Less: accumulated depreciation		(459	)		(449	)
Total	$	437		$	457

Equity-Based Payments - Summary of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Stock Options, Outstanding, Beginning balance \| shares	6,372,378
Stock Options, Exercised \| shares	(496,542)
Stock Options, Forfeited \| shares	(498,263)
Stock Options, Outstanding, Ending balance \| shares	5,377,573
Stock Options, Exercisable \| shares	5,377,573
Weighted Average Exercise Price, Outstanding, Beginning balance \| $ / shares	$ 0.61
Weighted Average Exercise Price, Exercised \| $ / shares	0.48
Weighted Average Exercise Price, Forfeited \| $ / shares	0.47
Weighted Average Exercise Price, Outstanding, Ending balance \| $ / shares	0.63
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 0.63

Accounts Receivable, Net

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Accounts Receivable, Net

ACCOUNTS RECEIVABLE, Net

Accounts receivable, net consisted of the following:


	March 31,			December 31,
	2024			2023
Accounts receivable	$	55,816		$	72,057
Other receivables		118			234
	$	55,934		$	72,291
Less: allowance for credit losses		(701	)		(1,003	)
Accounts receivable, net	$	55,233		$	71,288

The provision (benefit) for credit losses on accounts receivable was $(200) and $— for the three months ended March 31, 2024 and 2023, respectively.

The following table presents changes in the allowance for credit losses:


	Three Months Ended March 31,
	2024			2023
Beginning balance	$	1,003		$	699
Reserve for credit losses		(200	)		—
Write-offs, net of recoveries		(102	)		(21	)
Ending balance	$	701		$	678

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	1. DESCRIPTION OF BUSINESS AdTheorent Holding Company Inc. and its subsidiaries (the “Company”, “AdTheorent”), is a digital media platform which focuses on performance-first, privacy-forward methods to execute programmatic digital advertising campaigns, serving both advertising agency and brand customers. The Company uses machine learning and advanced data science to organize, analyze and operationalize non-sensitive data to deliver real-world value for customers. Central to its ad-targeting and campaign optimization methods, the Company builds custom machine learning models for each campaign using historic and real-time data to predict future consumer conversion actions for every digital ad impression. The Company’s machine learning models are customized for every campaign and the platform “learns” over the course of each campaign as it processes more data related to post media view conversion experience. AdTheorent is a Delaware corporation headquartered in New York, New York. On December 22, 2021 (“Closing Date”), AdTheorent, LLC and AdTheorent Holding Company, LLC, (together “Legacy AdTheorent”), entered into a business combination (“Business Combination”) with the Company’s predecessor company, MCAP Acquisition Corporation (“MCAP”).

Leases - Schedule of Supplemental Balance Sheet Information Related to Operating Leases (Details)	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term (years)	4 years 3 months 7 days	4 years 6 months
Weighted average discount rate (%)	3.30%	3.30%

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


	March 31, 2024		December 31, 2023
Campaign costs	$	2,872	$	3,253
Customer rebates		788		748
Deferred revenues		784		331
Legal fees		711		89
Platform operations		49		280
Other		238		293
Total	$	5,442	$	4,994

Equity - Additional Information (Details) - shares	3 Months Ended
Equity - Additional Information (Details) - shares	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Shares authorized	370,000,000
Common stock, shares authorized	350,000,000	350,000,000
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock voting rights	one
Common stock, shares issued	91,555,276	88,464,048
Common stock, shares outstanding	91,555,276	88,464,048
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 69,202	$ 70,261
Accounts receivable, net	55,233	71,288
Income tax recoverable	163	177
Prepaid expenses	5,974	4,515
Total current assets	130,572	146,241
Property and equipment, net	437	457
Operating lease right-of-use asset	4,794	5,085
Investment in SymetryML Holdings	742	628
Intangible assets, net	8,204	7,969
Goodwill	34,842	34,842
Deferred income taxes, net	11,647	10,575
Other assets	397	299
Total assets	191,635	206,096
Current liabilities
Accounts payable	13,586	17,910
Accrued compensation	3,012	10,483
Accrued expenses	5,442	4,994
Operating lease liabilities, current	1,436	1,421
Total current liabilities	23,476	34,808
Warrants	6,730	967
Seller's Earn-Out	5	10
Operating lease liabilities, non-current	4,779	5,141
Total liabilities	34,990	40,926
Stockholders’ equity
Preferred stock, $0.0001 per share, 20,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023
Common stock, $0.0001 par value, 350,000,000 shares authorized; 91,555,276 and 88,464,048 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	9	9
Additional paid-in capital	94,631	93,304
Retained earnings	62,005	71,857
Total stockholders' equity	156,645	165,170
Total liabilities and stockholders' equity	$ 191,635	$ 206,096

Symetryml and Symetryml Holdings - Additional Information (Details) - SymetryML Holdings - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Fair value of retained investment	$ 742	$ 628
Class A Common Stock \| Non Controlling Members Interest
Class of Stock [Line Items]
Percentage of interest owned by employees	50.00%
Class B Common Stock \| Employees \| Non Controlling Members Interest
Class of Stock [Line Items]
Percentage of interest owned by employees	50.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 34,857	$ 32,674
Operating expenses:
Platform operations	20,601	18,387
Sales and marketing	10,862	10,307
Technology and development	3,222	3,291
General and administrative	5,771	3,936
Total operating expenses	40,456	35,921
Loss from operations	(5,599)	(3,247)
Interest income, net	646	619
Gain on change in fair value of Seller's Earn-Out	5	233
Loss on change in fair value of warrants	(5,763)	(269)
Gain (loss) on fair value of investment in SymetryML Holdings	114	(168)
Other expense, net	(4)	(41)
Total other (loss) income, net	(5,002)	374
Net loss before income taxes	(10,601)	(2,873)
Benefit (provision) for income taxes	749	(2,350)
Net loss	$ (9,852)	$ (5,223)
Loss per share:
Basic	$ (0.11)	$ (0.06)
Diluted	$ (0.11)	$ (0.06)
Weighted-average common shares outstanding:
Basic	90,449,398	87,551,278
Diluted	90,449,398	87,551,278

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Campaign costs	$ 2,872	$ 3,253
Customer rebates	788	748
Deferred revenues	784	331
Legal fees	711	89
Platform operations	49	280
Other	238	293
Total	$ 5,442	$ 4,994

Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity

13.

EQUITY

The Company has 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 stockholders are entitled to one vote per share 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 stockholders 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 stockholders having preference, if any. Out of the total authorized Common Stock, 91,555,276, and 88,464,048 were issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

The Company’s 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 March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued and outstanding.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
Remainder of 2024	$ 1,213
2025	1,624
2026	1,431
2027	1,364
2028	1,023
Thereafter	0
Total operating lease payments	6,655
Less: Imputed interest	(440)
Total operating lease liabilities	$ 6,215

Debt - Additional Information (Details) - USD ($)	Dec. 22, 2021	Mar. 31, 2024	Dec. 31, 2023
Letters of Credit
Debt Instrument [Line Items]
Line of credit		$ 983,000	$ 983,000
Senior Secured Agreement \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Debt instrument, maturity date	Dec. 22, 2026
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 \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit		$ 0	$ 0
Senior Secured Agreement \| Revolving Credit Facility \| Maximum \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Maximum borrowing capacity	40,000,000
Senior Secured Agreement \| Swing Line Loans \| Silicon Valley Bank (“SVB”)
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 10,000,000

Revenue Recognition

3 Months Ended

Mar. 31, 2024

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. 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.

The Company’s revenue streams include Managed Programmatic revenue and Self-service revenue.

For its Managed Programmatic revenue, the Company negotiates insertion orders (“IOs”) with the advertising agency or brand, which specifies the material terms of the campaign. IOs are subject to cancellation by the client, usually with no penalty, for the unfilled portion of the IO. The Company’s performance obligation is to deliver digital advertisements in accordance with the terms of the IO. The Company has concluded that this constitutes a single performance obligation for financial reporting purposes and that such obligation is recognized over the time, using the output method, for which the Company is transferring value to the customer through delivered advertising units. The Company 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.

Self-service 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 and 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 bills clients for their purchases through its platform and the associated platform fees. For the Company’s Self-service Plus offering, which is used as a higher-touch on-boarding level of service for Self-service customers who desire greater implementation support, 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 Company serves as a principal and that gross presentation of revenue is appropriate.

The Company has elected to expense 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 March 31, 2024 or December 31, 2023.

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 Liability

For the three months ended March 31, 2024 and 2023, the Company recognized approximately $305 and $1,012, respectively, of revenue which was included in the opening deferred revenue balance.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying Condensed 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. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of March 31, 2024 and for the three months ended March 31, 2024 and 2023. The Condensed Consolidated Balance Sheet as of December 31, 2023, has been derived from the Company's audited consolidated financial statements as of that date. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which include a complete set of footnote disclosures, including the Company's significant accounting policies. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies There have been no material changes in the Company's significant accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies described in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2023, except as detailed below.
Emerging Growth Company	Emerging Growth Company From time to time, new accounting pronouncements, or Accounting Standard Updates (“ASU”) are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Accounting Pronouncements Issued Not Yet Adopted ASU No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280) In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”), which requires entities to enhance disclosure requirements and clarify circumstances in which an entity can disclose multiple segment measures of profit or loss. The updated guidance also provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07, is effective for all public entities for fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect the adoption to have a material effect on the Company's consolidated financial statements. ASU No. 2023-09, Income Taxes (Topic 740) In December 2023, the FASB issued ASU No. 2023-09, Income Taxes - Improvements to Income Tax Disclosure (Topic 740) (“ASU 2023-09”), which establishes new income tax requirements in addition to modifying and eliminating certain existing requirements. Under ASU 2023-09, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation and further disaggregate income taxes paid. ASU 2023-09, is effective for all public entities for fiscal years, beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company does not expect the adoption to have a material effect on the Company's consolidated financial statements.

Equity-Based Payments

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Equity-Based Payments

12.

EQUITY-BASED PAYMENTS

2021 Long-Term Incentive Plan

The Company’s Board of Directors (the “Board”) approved 2021 Long-Term Incentive Plan (the “2021 Plan”) was adopted by the Company’s stockholders on December 21, 2021, initially authorizing the Company to issue 10,131,638 shares of its common stock (“Common Stock”). Annually, on each January 1 and through January 1, 2031, the 2021 Plan authorizes the Company to increase the shares available for issuance by an amount 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 Board.

On January 1, 2024, the Company added 4,423,202 shares to the shares available for issuance under the 2021 Plan. As of March 31, 2024, 11,141,950 shares remained available for issuance pursuant to the 2021 Plan.

Stock Option Award Activity

For the three months ended March 31, 2024 and 2023, no expense was recognized for equity-based compensation related to stock options. All stock options were fully vested as of July 1, 2023.

The following table summarizes stock option activity for the three months ended March 31, 2024:


	Stock Options			Weighted-Average Exercise Price
Outstanding as of December 31, 2023		6,372,378		$	0.61
Exercised		(496,542	)		0.48
Forfeited		(498,263	)		0.47
Outstanding as of March 31, 2024		5,377,573		$	0.63
Exercisable as of March 31, 2024		5,377,573		$	0.63

Restricted Stock Units

The fair value of Restricted Stock Units (“RSUs”) equals the market value of the Company’s Common Stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested.

For the three months ended March 31, 2024 and 2023, no equity-based compensation expense was recognized on the RSUs with performance-based vesting conditions (“PSUs”) on the basis that achievement of the specified performance targets as of March 31, 2024 was not probable. Some PSUs granted in the year ended December 31, 2023 were cancelled as of February 13, 2024 due to not obtaining the defined targets of the related grants. The vesting conditions for outstanding PSUs are based on achievement of revenue targets.

For the three months ended March 31, 2024 and 2023, $1,922, and $1,443 of equity-based compensation expense was recognized, related to RSUs with time-based vesting conditions and $92 and $0 was recognized related to PSU achievement.

The following summarizes RSU activity for the three months ended March 31, 2024:


	Restricted Stock Units			Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2023		7,230,122		$	3.22
Vested		(3,232,915	)		5.93
Forfeited		(217,482	)		3.54
Outstanding as of March 31, 2024		3,779,725		$	3.63

Employee Stock Purchase Plan

On December 21, 2021, the Company’s stockholders approved the AdTheorent Holding Company, Inc. Employee Stock Purchase Plan (the “ESPP”) and the ESPP became effective on such date with an authorized 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 and ended January 14, 2023. Beginning with the second offering period beginning January 14, 2023, each offering period will be six months. Pursuant to the ESPP, on January 1, 2024, the Company added 884,640 shares available for issuance. As of March 31, 2024, there were 3,429,659 shares of Common Stock available for issuance pursuant to the ESPP.

Total compensation expense related to the ESPP was $27 and $37 for the three months ended March 31, 2024 and 2023, respectively, classified within each applicable operating expense category on the accompanying Condensed Consolidated Statements of Operations and in the equity-based compensation table below.

The fair value of the purchase rights granted under the ESPP for the offering period beginning January 12, 2024 was $0.57. It was estimated by applying the Black-Scholes Option-Pricing model (“BSM”) to the purchase period in the offering period using the following assumptions:


	January 12, 2024
Grant price	$	1.89
Expected term	6 months
Expected volatility		52.15	%
Risk-free interest rate		5.16	%
Expected dividend yield		0.00	%

Grant price - Closing stock price on the first day of the offering period.

Expected Term - The expected term is based on the end date of the purchase period of each offering period, which is three months from the commencement of each new offering period.

Expected volatility - The expected volatility is based on historical volatility of the Company’s stock as well as the implied volatility from publicly traded options on the Company’s stock.

Risk-free interest rate - The risk-free interest rate is based on a United States (“U.S.”) Treasury rate in effect on the date of grant with a term equal to the expected term.

Equity-Based Compensation Expense

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


	Three Months Ended March 31,
	2024		2023
Platform operations	$	340	$	207
Sales and marketing		835		615
Technology and development		225		183
General and administrative		641		475
Total equity-based compensation expense	$	2,041	$	1,480

Equity-based compensation included in capitalized software development costs was $96 and $72 for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, there was $11,471 of total unrecognized compensation expense related to the RSUs, including PSUs, which is expected to be recognized over a weighted average period of 1.2 years.

Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Net Loss Per Share

The computation of net loss per share was as follows:


	Three Months Ended March 31,
	2024			2023
Net loss attributable to AdTheorent Holding Company, Inc.	$	(9,852	)	$	(5,223	)

Weighted-average common shares outstanding - basic		90,449,398			87,551,278
Effect of dilutive equity-based awards		—			—
Weighted-average common shares outstanding - diluted		90,449,398			87,551,278

Loss per share:
Basic	$	(0.11	)	$	(0.06	)
Diluted	$	(0.11	)	$	(0.06	)

Summary of Outstanding Potentially Dilutive Securities

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


	Three Months Ended March 31,
	2024		2023
Stock options		5,377,573		6,816,632
Restricted stock units		3,653,675		1,838,805
Public warrants		10,541,595		10,541,595
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		32,389,669		32,013,858

(1)

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

Seller's Earn-Out - Schedule of Change in Fair Value (Details) - Seller's Earn-Out $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Business Acquisition [Line Items]
Fair value as of beginning balance	$ 10
Change in fair value	(5)
Fair value as of ending balance	$ 5

Loss Per Share - Summary of Outstanding Potentially Dilutive Securities (Parenthetical) (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	32,389,669	32,013,858
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	551,096

Intangible Assets, Net - Summary of Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 1,403	$ 2,059
Platform Operations
Finite Lived Intangible Assets [Line Items]
Amortization expense	956	663
Sales and Marketing
Finite Lived Intangible Assets [Line Items]
Amortization expense	251	1,370
Technology and Development
Finite Lived Intangible Assets [Line Items]
Amortization expense	193	23
General and Administrative Expense
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 3	$ 3

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Components of Lease Expense

The components of lease expense for the three months ended March 31, 2024 and 2023 were as follows:


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	291	$	255
Short term lease cost	$	87	$	126
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 three months ended March 31, 2024 and 2023 were as follows:


	Three Months Ended March 31,
	2024		2023
Operating cash flows used for operating leases	$	399	$	381
Right-of-use assets obtained in exchange for new operating lease obligations	$	—	$	—

Schedule of Supplemental Balance Sheet Information Related to Operating Leases

Supplemental balance sheet information related to the Company’s operating leases as of March 31, 2024 and December 31, 2023 were as follows:


	March 31, 2024			December 31, 2023
Weighted average remaining lease term (years)		4.27			4.50
Weighted average discount rate (%)		3.3	%		3.3	%

Summary of Future Minimum Lease Payments

Approximate future minimum lease payments for the Company’s operating leases are as follows as of March 31, 2024:


	March 31, 2024
Remainder of 2024	$	1,213
2025		1,624
2026		1,431
2027		1,364
2028		1,023
Thereafter		—
Total operating lease payments		6,655
Less: Imputed interest		(440	)
Total operating lease liabilities	$	6,215

Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

Intangible assets, net consisted of the following:


			March 31, 2024
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Capitalized software costs		1.2	$	9,387	$	(3,983	)	$	5,404
Trademarks/tradename		2.8		10,195		(7,395	)		2,800
Total			$	19,582	$	(11,378	)	$	8,204


			December 31, 2023
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Capitalized software costs		1.2	$	8,401	$	(3,487	)	$	4,914
Trademarks/tradename		3.0		10,195		(7,140	)		3,055
Total			$	18,596	$	(10,627	)	$	7,969

Summary of Amortization Expense

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


	Three Months Ended March 31,
	2024		2023
Platform operations	$	956	$	663
Sales and marketing		251		1,370
Technology and development		193		23
General and administrative		3		3
Total	$	1,403	$	2,059

Schedule of Future Amortization of Intangible Assets

Estimated future amortization of intangible assets as of March 31, 2024 is as follows:


Remainder of 2024	$	3,920
2025		3,186
2026		1,090
2027		6
2028		1
Thereafter		1
Total	$	8,204

Commitments And Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

20. COMMITMENTS AND CONTINGENCIES

On March 7, 2024, the Company received a Civil Investigative Demand (“CID”) from the Federal Trade Commission (the “FTC”) relating to the Company’s compliance with Section 5 of the FTC Act. The Company is in the process of responding to the CID.

Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
New York Headquarters Office
Lessee, Lease, Description [Line Items]
Operating lease expiration year	2028
Letters of Credit
Lessee, Lease, Description [Line Items]
Line of credit	$ 983	$ 983

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Warrants - Schedule of Changes in Fair Value of Public and Private Placement Warrants (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Public Warrants
Class of Warrant or Right [Line Items]
Fair value as of beginning balance	$ 527
Change in valuation inputs or other assumptions	4,006
Fair value as of ending balance	4,533
Private Placement Warrants
Class of Warrant or Right [Line Items]
Fair value as of beginning balance	440
Change in valuation inputs or other assumptions	1,757
Fair value as of ending balance	2,197
Warrants
Class of Warrant or Right [Line Items]
Fair value as of beginning balance	967
Change in valuation inputs or other assumptions	5,763
Fair value as of ending balance	$ 6,730

Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite Lived Intangible Assets [Line Items]
Gross amount	$ 19,582	$ 18,596
Accumulated amortization	(11,378)	(10,627)
Net carrying amount	$ 8,204	$ 7,969
Capitalized Software Costs
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	1 year 2 months 12 days	1 year 2 months 12 days
Gross amount	$ 9,387	$ 8,401
Accumulated amortization	(3,983)	(3,487)
Net carrying amount	$ 5,404	$ 4,914
Trademarks/tradename
Finite Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (in years)	2 years 9 months 18 days	3 years
Gross amount	$ 10,195	$ 10,195
Accumulated amortization	(7,395)	(7,140)
Net carrying amount	$ 2,800	$ 3,055

Revenue Recognition - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Disaggregation Of Revenue [Line Items]
Revenue, practical expedient, incremental cost of obtaining contract [true false]	true
Contract cost asset recognized	$ 0		$ 0
Deferred revenue recognized	$ 305,000	$ 1,012,000
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false]	true

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Accrued Expenses

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses

ACCRUED EXPENSES

Accrued expenses consisted of the following:


	March 31, 2024		December 31, 2023
Campaign costs	$	2,872	$	3,253
Customer rebates		788		748
Deferred revenues		784		331
Legal fees		711		89
Platform operations		49		280
Other		238		293
Total	$	5,442	$	4,994

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

3 Months Ended

Mar. 31, 2024

Business Acquisition [Line Items]

Schedule of Fair Value of Options

Assumptions used in the valuation were as follows:




	March 31, 2024			December 31, 2023
Stock price	$	3.21		$	1.45
Dividend yield		0.00	%		0.00	%
Volatility		60.00	%		70.00	%
Risk-free rate		4.40	%		4.01	%
Expected term (in years)		0.73			0.98

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 March 31, 2024 and December 31, 2023:


	Seller's Earn-Out
Balance at December 31, 2023	$	10
Change in fair value		(5	)
Balance at March 31, 2024	$	5

Equity-Based Payments - Summary of Total Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 2,041	$ 1,480
Platform Operations
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	340	207
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	835	615
Technology and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	225	183
General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation expense	$ 641	$ 475

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

17.

FAIR VALUE MEASUREMENTS

The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy:


	March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Investment in SymetryML Holdings(2)	$	—	$	—	$	742	$	742
Total assets	$	—	$	—	$	742	$	742
Liabilities:
Public warrants(1)	$	—	$	4,533	$	—	$	4,533
Private placement warrants(1)		—		2,197		—		2,197
Seller's Earn-Out(1)		—		—		5		5
Total liabilities	$	—	$	6,730	$	5	$	6,735


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Investment in SymetryML Holdings(2)	$	—	$	—	$	628	$	628
Total assets	$	—	$	—	$	628	$	628
Liabilities:
Public warrants(1)	$	527	$	—	$	—	$	527
Private placement warrants(1)		—		440		—		440
Seller's Earn-Out(1)		—		—		10		10
Total liabilities	$	527	$	440	$	10	$	977

(1)

(2)

The following tables present a rollforward of the Company's assets and liabilities classified as Level 3 for three months ended March 31, 2024 and 2023.


	Three Months Ended March 31, 2024
	Investment in SymetryML Holdings		Seller's Earn-Out Liability
Balance as December 31, 2023	$	628	$	10
Measurement adjustments		114		(5	)
Balance as of March 31, 2024	$	742	$	5


	Three Months Ended March 31, 2023
	Investment in SymetryML Holdings			Seller's Earn-Out Liability
Balance as December 31, 2022	$	789		$	773
Measurement adjustments		(168	)		(233	)
Balance as of March 31, 2023	$	621		$	540

- 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

Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Receivables [Abstract]
Provision (benefit) for credit losses	$ (200)	$ 0

Fair Value Measurements - Summary of Rollforward of Assets and Liabilities Classified as Level 3 (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Seller's Earn-Out Liability
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 10	$ 773
Measurement adjustments	(5)	(233)
Ending Balance	5	540
Investment in SymetryML Holdings
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	628	789
Measurement adjustments	114	(168)
Ending Balance	$ 742	$ 621

Warrants (Tables)

3 Months Ended

Mar. 31, 2024

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:



	March 31, 2024		December 31, 2023		Exercise Price		Expiration Date
Public Warrants		10,541,595		10,541,595	$	11.50	December 21, 2026
Private Placement Warrants		5,432,237		5,432,237	$	11.50	December 21, 2026

Schedule of Key Inputs into BSM for Private Placement Warrants

The key inputs into the BSM as of March 31, 2024 and December 31, 2023, respectively, for the Private Placement Warrants were as follows:


	March 31,			December 31,
	2024			2023
Stock price	$	3.21		$	1.45
Dividend yield		0.00	%		0.00	%
Expected volatility		60.00	%		70.00	%
Risk-free rate		4.45	%		4.01	%
Expected term (in years)		2.73			2.98
Exercise price	$	11.50		$	11.50

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

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


	Public Warrants		Private Placement Warrants		Total Warrant Liabilities
Fair value as of December 31, 2023	$	527	$	440	$	967
Change in valuation inputs or other assumptions		4,006		1,757		5,763
Fair value as of March 31, 2024	$	4,533	$	2,197	$	6,730

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying Condensed 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. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of March 31, 2024 and for the three months ended March 31, 2024 and 2023. The Condensed Consolidated Balance Sheet as of December 31, 2023, has been derived from the Company's audited consolidated financial statements as of that date. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which include a complete set of footnote disclosures, including the Company's significant accounting policies. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Summary of Significant Accounting Policies There have been no material changes in the Company's significant accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies described in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2023, except as detailed below. Emerging Growth Company From time to time, new accounting pronouncements, or Accounting Standard Updates (“ASU”) are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. Recent Accounting Pronouncements Accounting Pronouncements Issued Not Yet Adopted ASU No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280) In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”), which requires entities to enhance disclosure requirements and clarify circumstances in which an entity can disclose multiple segment measures of profit or loss. The updated guidance also provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07, is effective for all public entities for fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect the adoption to have a material effect on the Company's consolidated financial statements. ASU No. 2023-09, Income Taxes (Topic 740) In December 2023, the FASB issued ASU No. 2023-09, Income Taxes - Improvements to Income Tax Disclosure (Topic 740) (“ASU 2023-09”), which establishes new income tax requirements in addition to modifying and eliminating certain existing requirements. Under ASU 2023-09, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation and further disaggregate income taxes paid. ASU 2023-09, is effective for all public entities for fiscal years, beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company does not expect the adoption to have a material effect on the Company's consolidated financial statements.

Warrants - Summary of Number of Outstanding Public and Private Placement Warrants and Corresponding Exercise Price (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Public Warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding	10,541,595	10,541,595
Exercise Price	$ 11.5
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	$ 11.5
Expiration Date	Dec. 21, 2026

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	Mar. 31, 2024 yr	Dec. 31, 2023 yr
Stock Price
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.21	1.45
Dividend yield
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0
Expected Volatility
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.60	0.70
Risk-free Rate
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0445	0.0401
Expected term (in years)
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.73	2.98
Exercise Price
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.5	11.5

Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 3,920
2025	3,186
2026	1,090
2027	6
2028	1
Thereafter	1
Net carrying amount	$ 8,204	$ 7,969

Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating cash flows used for operating leases	$ 399	$ 381
Right-of-use assets obtained in exchange for new operating lease obligations	$ 0	$ 0

Equity-Based Payments - Summary of RSU Activity (Details) - RSUs	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted Stock Units, Outstanding, Beginning of the year \| shares	7,230,122
Restricted Stock Units, Vested \| shares	(3,232,915)
Restricted Stock Units, Forfeited \| shares	(217,482)
Restricted Stock Units, Outstanding, End of the year \| shares	3,779,725
Weighted Average Grant-Date Fair Value, Outstanding Beginning of the year \| $ / shares	$ 3.22
Weighted Average Grant-Date Fair Value, Vested \| $ / shares	5.93
Weighted Average Grant-Date Fair Value, Forfeited \| $ / shares	3.54
Weighted Average Grant-Date Fair Value, Outstanding End of the year \| $ / shares	$ 3.63

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net loss	$ (9,852)	$ (5,223)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Provision for credit losses	(200)	0
Amortization expense	1,403	2,059
Depreciation expense	47	49
Amortization of debt issuance costs	14	14
Gain on change in fair value of Seller's Earn-Out	(5)	(233)
Loss on change in fair value of warrants	5,763	269
Loss (gain) on fair value of investment in SymetryML Holdings	(114)	168
Deferred tax benefit	(1,072)	(1,326)
Equity-based compensation	2,041	1,480
Changes in operating assets and liabilities:
Accounts receivable	16,255	16,719
Income taxes recoverable	14	(46)
Prepaid expenses and other assets	(1,280)	(1,824)
Accounts payable	(4,412)	(572)
Accrued compensation, accrued expenses, and other liabilities	(7,370)	(7,423)
Net cash provided by operating activities	1,232	4,111
Cash flows from investing activities
Capitalized software development costs	(1,448)	(1,196)
Purchase of property and equipment	(33)	(23)
Net cash used in investing activities	(1,481)	(1,219)
Cash flows from financing activities
Cash received for exercised options	238	57
Taxes paid related to net settlement of restricted stock awards	(1,199)	(399)
Proceeds from employee stock purchase plan	151	172
Net cash used in financing activities	(810)	(170)
Net (decrease) increase in cash and cash equivalents	(1,059)	2,722
Cash and cash equivalents at beginning of period	70,261	72,579
Cash and cash equivalents at end of period	69,202	75,301
Non-cash investing and financial activities
Capitalized software and property and equipment, net included in accounts payable	88	30
Equity-based compensation included in capitalized software development costs	$ 96	$ 72

Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for Capitalized software costs	$ 1,149	$ 686
Amortization expense	$ 1,403	$ 2,059

Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Loss Per Share

18.

LOSS PER SHARE

The computation of net loss per share was as follows:


	Three Months Ended March 31,
	2024			2023
Net loss attributable to AdTheorent Holding Company, Inc.	$	(9,852	)	$	(5,223	)

Weighted-average common shares outstanding - basic		90,449,398			87,551,278
Effect of dilutive equity-based awards		—			—
Weighted-average common shares outstanding - diluted		90,449,398			87,551,278

Loss per share:
Basic	$	(0.11	)	$	(0.06	)
Diluted	$	(0.11	)	$	(0.06	)


	Three Months Ended March 31,
	2024		2023
Stock options		5,377,573		6,816,632
Restricted stock units		3,653,675		1,838,805
Public warrants		10,541,595		10,541,595
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		32,389,669		32,013,858

(1)

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

Equity-Based Payments - Summary of Fair Value of Purchase rights Granted under Black-Scholes Option-Pricing Model Assumptions (Details)	Jan. 12, 2024 $ / shares
Share-Based Payment Arrangement [Abstract]
Grant price	$ 1.89
Expected term	6 months
Expected volatility	52.15%
Risk-free interest rate	5.16%
Expected dividend yield	0.00%

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings
Balance at the beginning at Dec. 31, 2022	$ 155,425	$ 9	$ 83,566	$ 71,850
Balance at the beginning (in shares) at Dec. 31, 2022		86,968,309
Equity-based compensation	1,552		1,552
Exercises of options	57		57
Exercises of options (in shares)		80,520
Vesting of restricted stock, net of shares withheld for taxes	(399)		(399)
Vesting of restricted stock, net of shares withheld for taxes (in shares)		605,854
Shares issued under employee stock purchase plan	172		172
Shares issued under employee stock purchase plan (in shares)		111,433
Net loss	(5,223)			(5,223)
Balance at the end at Mar. 31, 2023	151,584	$ 9	84,948	66,627
Balance at the end (in shares) at Mar. 31, 2023		87,766,116
Balance at the beginning at Dec. 31, 2023	165,170	$ 9	93,304	71,857
Balance at the beginning (in shares) at Dec. 31, 2023		88,464,048
Equity-based compensation	2,137		2,137
Exercises of options	$ 238		238
Exercises of options (in shares)	496,542	506,406
Vesting of restricted stock, net of shares withheld for taxes	$ (1,199)		(1,199)
Vesting of restricted stock, net of shares withheld for taxes (in shares)		2,466,055
Shares issued under employee stock purchase plan	151		151
Shares issued under employee stock purchase plan (in shares)		118,767
Net loss	(9,852)			(9,852)
Balance at the end at Mar. 31, 2024	$ 156,645	$ 9	$ 94,631	$ 62,005
Balance at the end (in shares) at Mar. 31, 2024		91,555,276

Subsequent Event - Additional Information (Details) - Cadent, LLC - Subsequent Event $ / shares in Units, $ in Thousands	Apr. 01, 2024 USD ($) $ / shares
Subsequent Event [Line Items]
Agreement termination fee	$ 11,350
Agreement termination fee during go shop period	$ 6,490
Common stock outstanding converted, price per share \| $ / shares	$ 3.21

Accounts Receivable, Net - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Receivables [Abstract]
Beginning balance	$ 1,003	$ 699
Reserve for credit losses	(200)	0
Write-offs, net of recoveries	(102)	(21)
Ending balance	$ 701	$ 678

Prepaid Expenses

3 Months Ended

Mar. 31, 2024

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

Prepaid Expenses

PREPAID EXPENSES

Prepaid expenses consisted of the following:


	March 31,		December 31,
	2024		2023
Income taxes	$	2,534	$	2,380
Platform operations		945		872
Insurance		941		-
Software		875		590
Marketing-related events		351		580
Other		328		93
Total	$	5,974	$	4,515

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

10.

DEBT

On December 22, 2021, the Company entered into a senior secured credit facilities credit agreement (the “Senior Secured Agreement”) with Silicon Valley Bank (“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. The Company accounted for the Senior Secured Agreement as a debt modification and the financing fees incurred were immaterial to the financial statements.

On March 10, 2023, SVB was seized by regulators and placed under the receivership of the Federal Deposit Insurance Corporation (“FDIC”). Two days after the failure, the FDIC announced jointly with other agencies that all depositors would have full access to their funds the next morning. The FDIC reopened SVB on March 13, 2023 as a newly organized bridge bank, Silicon Valley Bridge Bank, N.A (“SVBB”) and on March 27, 2023, First Citizens Bank acquired SVBB. The Company’s Senior Secured Agreement remains available to the Company with no amendments to the original agreement with SVB, which is now a division of First Citizens Bank.

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 condensed 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 March 31, 2024 and December 31, 2023, the Company was in full compliance with the terms of the Senior Secured Agreement.

As of both March 31, 2024 and December 31, 2023, the Company had one letter of credit for $983. As of March 31, 2024 and December 31, 2023, there were no amounts drawn on the Revolving Credit Facility.

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Less: accumulated depreciation	$ (459)	$ (449)
Total	437	457
Computers and Equipment
Property Plant And Equipment [Line Items]
Property and equipment, net, gross	$ 896	$ 906

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 47	$ 49

Equity-Based Payments - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jan. 12, 2024	Jan. 01, 2024	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense	$ 2,041,000	$ 1,480,000
Capitalized Software Development Costs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense	96,000	72,000
Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense	0	0
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense	1,922,000	1,443,000
Total unrecognized compensation expense	$ 11,471,000
Total unrecognized compensation cost, expected weighted average period	1 year 2 months 12 days
PSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense	$ 92	0
Performance-Based Restricted Stock Units \| Vesting Conditions
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation expense	$ 0	0
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of common units, authorized	10,131,638
Annual increase in number of shares reserved for issuance percent	5.00%
Options available for grant	11,141,950			4,423,202
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
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%
Compensation expense	$ 27,000	$ 37,000
Fair value of purchase rights granted			$ 570
Aggregate number of common stock shares reserved for future issuance	3,429,659			884,640	2,026,328

Subsequent Event

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Event

21. SUBSEQUENT EVENT

Merger Agreement

On April 1, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cadent, LLC, a limited liability corporation organized under the laws of Delaware (“Parent”), Award Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Novacap Cadent Acquisition Company, Inc., a Delaware corporation and Novacap Cadent Holdings, Inc., a Delaware corporation, pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger,” and together with the transactions contemplated by the Merger Agreement, the “Transaction”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Common Stock of the Company then outstanding will be converted into the right to receive $3.21 in cash, without interest (the “Per Share Merger Consideration”), other than any shares as to which dissenters’ rights have been perfected (and not withdrawn or lost) in accordance with applicable law (which will be cancelled and converted into the right to receive a payment determined in accordance with Section 262 of the Delaware General Corporation Law).

The Merger Agreement also provides that immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each RSU and Company stock options (“Stock Options”) that is outstanding immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive a cash payment per RSU held equal to the Per Share Merger Consideration. Holders of Stock Options will receive a cash payment per Stock Option held equal to the amount by which the Per Share Merger Consideration exceeds the per share exercise price of such Stock Option. Stock Options with a per share exercise price equal to or in excess of the Per Share Merger Consideration shall be cancelled by virtue of the Merger without any action on the part of the holder thereof and without any payment to the holder thereof.

The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including, among other conditions, (1) the adoption of the Merger Agreement by the affirmative vote of the stockholders of the Company of not less than a majority of the issued and outstanding shares of the Company’s Common Stock (the “Company Stockholder Approval”), (2) the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) the accuracy, subject to the standards set forth in the Merger Agreement, of the representations and warranties and compliance in all material respects with the covenants of the other party set forth in the Merger Agreement, and (4) the absence of a “Company Material Adverse Effect” (as defined in the Merger Agreement) with respect to the Company.

Each of the Company, Parent and Merger Sub has made customary representations and warranties and covenants in the Merger Agreement, including covenants to use their respective commercially reasonable efforts to effect the Transaction, including securing regulatory approvals required by the Merger Agreement. In addition, the Company has agreed to other customary covenants, including, among others, covenants to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the closing of the Merger.

Beginning on the date of the Merger Agreement and continuing until 11:59 p.m. Eastern time on May 4, 2024 (the “Go-Shop Period”), the Company and its representatives may, subject to certain conditions in the Merger Agreement: (1) solicit, initiate, facilitate and encourage any inquiry, proposal or offer that could constitute an alternative acquisition proposal from third parties; (2) participate in discussions or negotiations with third parties with respect to such proposals; or (3) otherwise cooperate with, assist, participate in, and facilitate any such inquiry, proposal, offer, discussion or negotiation and any effort or attempt to make any Acquisition Proposal. Following the expiration of the Go-Shop Period, the Company will generally be restricted from soliciting alternative acquisition proposals, engaging in discussions or negotiations with respect to such proposals or providing non-public information in connection with such proposals, or approving, endorsing, recommending or executing any agreement or understanding with respect to such proposals, subject to certain limited exceptions to permit the board of directors of the Company to comply with its fiduciary duties. In the event that the board of directors of the Company

receives an Alternative Acquisition Proposal that it determines constitutes a Superior Company Proposal (each term as defined in the Merger Agreement) in accordance with the terms of the Merger Agreement, the Company may, subject to compliance with requirements to provide notice to and a period for Parent to match such proposal, payment of the termination fee payable by the Company to Parent described below and other conditions and requirements set forth in the Merger Agreement, terminate the Merger Agreement to accept the applicable Superior Company Proposal. Additionally, subject to certain customary “fiduciary out” exceptions, the board of directors of the Company is required to recommend that the Company’s stockholders adopt the Merger Agreement.

The Merger Agreement includes customary termination rights for each of Parent and the Company, including, among others, if (1) the Merger has not been consummated by July 30, 2024 (or September 23, 2024 if extended by either Parent or the Company in accordance with the terms of the Merger Agreement), (2) the requisite Company Stockholder Approval is not obtained, (3) there is any order or applicable law prohibiting or permanently enjoining the Transaction, and (4) the other party breaches its covenants or representations and such breach is not cured within a specified period and would result in the failure of a closing condition in favor of the other party. In addition, the Company may terminate the Merger Agreement in order for the board of directors of the Company to cause or permit the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Company Proposal, and Parent may terminate the Merger Agreement if the board of directors of the Company changes its recommendation in favor of the Transaction. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay Parent a termination fee of approximately $11,350 (except in the case the Merger Agreement is terminated in connection with a Superior Company Proposal during the Go-Shop Period, and certain other limited circumstances, in which case such termination fee will be approximately $6,490).

The Merger is not subject to a financing condition. Parent has obtained (1) equity financing commitments from certain investment affiliates of Novacap Management Inc. (“Novacap”), and (2) debt financing commitments from certain third-party lenders and Novacap, to fund the transactions contemplated by the Merger Agreement. The Merger Agreement requires Parent and Merger Sub to use commercially reasonable best efforts to obtain the financing on the terms and conditions described in the financing commitments. The Company is entitled to specific performance, subject to the terms and conditions of the Merger Agreement and the applicable equity commitments, to force Parent to close the transaction if all closing conditions are met.

Goodwill - Additional Information (Details)	3 Months Ended
Goodwill - Additional Information (Details)	Mar. 31, 2024 USD ($) Segment	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Number of reporting units \| Segment	1
Goodwill	$ 34,842,000	$ 34,842,000
Impairment of goodwill	$ 0

- 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

Warrants

3 Months Ended

Mar. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

Warrants

15.

WARRANTS

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



	March 31, 2024		December 31, 2023		Exercise Price		Expiration Date
Public Warrants		10,541,595		10,541,595	$	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 volume-weighted average price 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 December 21, 2024.

Measurement of Public Warrants

The Public Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of March 31, 2024 is classified as Level 2. The Company used an observable market quote in an active market under the ticker ADTHW and the revised exercise price of the Public Warrants upon consummation of the Merger (as defined in Note 21 — Subsequent Event), in accordance with the warrant agreement, dated February 25, 2021, between MCAP and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), weighted at 10% and 90%, respectively. As of December 31, 2023, the measurement of the Public Warrants was classified as Level 1 due to the use of an observable market quote in an active market under the ticker ADTHW.

Measurement of Private Placement Warrants

The Private Placement Warrants are measured at fair value on a recurring basis. As of March 31, 2024 , the Company measured the fair market value of the Private Placement Warrants through a combination of fair value, based on a BSM, and intrinsic value, weighted at 10% and 90%, respectively. The intrinsic value was estimated as the difference between the per share Merger consideration and the revised exercise price of the Private Placement Warrants, adjusted in accordance with the Warrant Agreement. As of December 31, 2023, a BSM was used to determine fair value. The measurement of the Private Placement Warrants is classified as Level 2. See Note 21 — Subsequent Event, for details related to the Merger.

The key inputs into the BSM as of March 31, 2024 and December 31, 2023, respectively, for the Private Placement Warrants were as follows:


	March 31,			December 31,
	2024			2023
Stock price	$	3.21		$	1.45
Dividend yield		0.00	%		0.00	%
Expected volatility		60.00	%		70.00	%
Risk-free rate		4.45	%		4.01	%
Expected term (in years)		2.73			2.98
Exercise price	$	11.50		$	11.50

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.

Warrants. The implied volatility was calculated from the public warrants and using the Monte Carlo simulation approach. The guideline public company volatility was estimated based on historical lookback volatility of guideline public companies over a term commensurate with the expected term of the warrant, as well as consideration to implied volatilities sourced from Bloomberg, L.P. The Company’s historical volatility was estimated based on the historical lookback of AdTheorent’s volatility over the time since the Company was publicly traded.

Warrant liability

As of March 31, 2024, the fair values of the Public Warrants and Private Placement Warrants outstanding were determined to be $0.43 and $0.40 per warrant, respectively. As of December 31, 2023, the Public Warrants and Private Placement Warrants outstanding were determined to be $0.05 and $0.08 per warrant, respectively.

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


	Public Warrants		Private Placement Warrants		Total Warrant Liabilities
Fair value as of December 31, 2023	$	527	$	440	$	967
Change in valuation inputs or other assumptions		4,006		1,757		5,763
Fair value as of March 31, 2024	$	4,533	$	2,197	$	6,730

Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Income taxes	$ 2,534	$ 2,380
Platform operations	945	872
Insurance	941	0
Software	875	590
Marketing-related events	351	580
Other	328	93
Total	$ 5,974	$ 4,515

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

11.

INCOME TAXES

For the three months ended March 31, 2024 and 2023, the Company recorded an income tax benefit (provision) of $749 and ($2,350), respectively. The annual effective income tax rates before discrete items (“AETR”) for the three months ended March 31, 2024 and 2023 was 31.8% and (17.8%), respectively.

The AETR for the three months ended March 31, 2024 was more than the statutory rate of 21% primarily due to state and local income taxes, meals and entertainment, and executive equity-based compensation not deductible for tax purposes. The Company did not include any fair value adjustments not reasonably estimable for the full-year in the calculation of its AETR as the full-year impact of these specific items cannot be reasonably projected. Refer to Note 14 – Seller's Earn-out and Note 15 – Warrants for further detail on fair value adjustments for the Seller's Earn-Out and warrant liabilities, respectively.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Equity-Based Payments (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Stock Option Activity

The following table summarizes stock option activity for the three months ended March 31, 2024:


	Stock Options			Weighted-Average Exercise Price
Outstanding as of December 31, 2023		6,372,378		$	0.61
Exercised		(496,542	)		0.48
Forfeited		(498,263	)		0.47
Outstanding as of March 31, 2024		5,377,573		$	0.63
Exercisable as of March 31, 2024		5,377,573		$	0.63

Summary of RSU Activity

The following summarizes RSU activity for the three months ended March 31, 2024:


	Restricted Stock Units			Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2023		7,230,122		$	3.22
Vested		(3,232,915	)		5.93
Forfeited		(217,482	)		3.54
Outstanding as of March 31, 2024		3,779,725		$	3.63

Summary of Total Equity-based Compensation Expense

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


	Three Months Ended March 31,
	2024		2023
Platform operations	$	340	$	207
Sales and marketing		835		615
Technology and development		225		183
General and administrative		641		475
Total equity-based compensation expense	$	2,041	$	1,480

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


	January 12, 2024
Grant price	$	1.89
Expected term	6 months
Expected volatility		52.15	%
Risk-free interest rate		5.16	%
Expected dividend yield		0.00	%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Intangible Assets, Net

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

INTANGIBLE ASSETS, Net

Intangible assets, net consisted of the following:


			March 31, 2024
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Capitalized software costs		1.2	$	9,387	$	(3,983	)	$	5,404
Trademarks/tradename		2.8		10,195		(7,395	)		2,800
Total			$	19,582	$	(11,378	)	$	8,204


			December 31, 2023
	Remaining Weighted Average Useful Life (in years)		Gross amount		Accumulated amortization			Net carrying amount
Capitalized software costs		1.2	$	8,401	$	(3,487	)	$	4,914
Trademarks/tradename		3.0		10,195		(7,140	)		3,055
Total			$	18,596	$	(10,627	)	$	7,969

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


	Three Months Ended March 31,
	2024		2023
Platform operations	$	956	$	663
Sales and marketing		251		1,370
Technology and development		193		23
General and administrative		3		3
Total	$	1,403	$	2,059

Total amortization expense for the three months ended March 31, 2024 and 2023 was $1,403 and $2,059, respectively. Amortization expense for capitalized software costs for the three months ended March 31, 2024 and 2023 was $1,149 and $686, respectively.

Estimated future amortization of intangible assets as of March 31, 2024 is as follows:


Remainder of 2024	$	3,920
2025		3,186
2026		1,090
2027		6
2028		1
Thereafter		1
Total	$	8,204

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	Apr. 29, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Registrant Name	AdTheorent Holding Company, Inc.
Entity Central Index Key	0001838672
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-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		91,958,261
Entity Interactive Data Current	Yes
Entity File Number	001-40116
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 Quarterly Report	true
Document Transition Report	false
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

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Benefit (provision) for income taxes	$ 749	$ (2,350)
Annual effective income tax rates	31.80%	(17.80%)
Statutory income tax rate	21.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Seller's Earn-Out - Schedule of Assumption Used in Valuation (Details) - Seller's Earn-Out	Mar. 31, 2024	Dec. 31, 2023
Stock Price
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	3.21	1.45
Dividend Yield
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	0	0
Volatility
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	60	70
Risk-free Rate
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	4.4	4.01
Expected term (in years)
Business Acquisition [Line Items]
Warrants and rights outstanding, measurement input	0.73	0.98

Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease cost	$ 291	$ 255
Short term lease cost	87	126
Variable lease cost	$ 0	$ 0

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

Mar. 31, 2024

Dec. 31, 2023

Liabilities:

Fair value of warrants and/or earn-out outstanding

$ 6,730

$ 967

Fair Value, Recurring

Assets:

Total assets

742

628

Liabilities:

Fair value of warrants and/or earn-out outstanding

6,735

977

Level 1 | Fair Value, Recurring

Assets:

Total assets

Liabilities:

Fair value of warrants and/or earn-out outstanding

527

Level 2 | Fair Value, Recurring

Assets:

Total assets

Liabilities:

Fair value of warrants and/or earn-out outstanding

6,730

440

Level 3 | Fair Value, Recurring

Assets:

Total assets

742

628

Liabilities:

Fair value of warrants and/or earn-out outstanding

Public Warrants | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

4,533

527

Public Warrants | Level 1 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

527

Public Warrants | Level 2 | Fair Value, Recurring

Liabilities:

Fair value of warrants and/or earn-out outstanding

^[1]

4,533

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]

2,197

440

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]

2,197

440

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]

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]

Investment in SymetryML Holdings | Fair Value, Recurring

Assets:

Total assets

^[2]

742

628

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]

$ 742

$ 628

[1]	Refer to Note 14 — Seller's Earn-Out and Note 15 — Warrants included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments.
[2]	Refer to Note 16 — SymetryML and SymetryML Holdings included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment.