Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2021	Jan. 31, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Document Annual Report	true
Document Transition Report	false
Entity Registrant Name	ZETA GLOBAL HOLDINGS CORP.
Entity Central Index Key	0001851003
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Trading Symbol	ZETA
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	false
Entity Interactive Data Current	Yes
Title of 12(b) Security	Class A common stock
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-40464
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0814458
Entity Address, Address Line One	3 Park Ave, 33rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	967-5055
ICFR Auditor Attestation Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	Baltimore, Maryland
Entity Public Float			$ 773.8
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		161,342,412
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		37,856,095

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 103,859	$ 50,725
Accounts receivable, net of allowance of $1,295 and $2,207 as of December 31, 2021 and December 31, 2020, respectively	83,578	79,366
Prepaid expenses	6,970	3,903
Other current assets	1,649	7,374
Total current assets	196,056	141,368
Non-current assets:
Property and equipment, net	5,630	6,117
Website and software development costs, net	38,038	32,891
Intangible assets, net	40,963	28,591
Goodwill	114,509	76,432
Deferred tax assets, net	956	366
Other non-current assets	1,113	521
Total non-current assets	201,209	144,918
Total assets	397,265	286,286
Current liabilities:
Accounts payable	21,711	40,976
Accrued expenses	63,979	44,622
Acquisition-related liabilities (current)	8,042	6,018
Deferred revenue	6,866	4,053
Other current liabilities	5,159	8,310
Total current liabilities	105,757	103,979
Non-current liabilities:
Long-term borrowings	183,613	189,693
Acquisition-related liabilities (non-current)	14,915	17,137
Warrants and derivative liabilities		58,100
Other non-current liabilities	2,492	2,387
Total non-current liabilities	201,020	267,317
Total liabilities	306,777	371,296
Commitments and contingencies (See Note 12)
Mezzanine equity:
Redeemable convertible preferred stock $ 0.001 per share par value, up to 60,137,979 shares authorized, 39,223,194 shares issued and outstanding as of December 31,2020		154,210
Additional paid-in capital	584,208	4,956
Accumulated deficit	(491,817)	(242,254)
Accumulated other comprehensive loss	(2,101)	(2,037)
Total stockholders' equity / (deficit)	90,488	(239,220)
Total liabilities, mezzanine equity and stockholders' equity / (deficit)	397,265	286,286
Common Class A [Member]
Mezzanine equity:
Common stock value	160
Common Class B [Member]
Mezzanine equity:
Common stock value	$ 38
Series A Common Stock [Member]
Mezzanine equity:
Common stock value		112
Series B Common Stock [Member]
Mezzanine equity:
Common stock value		$ 3

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts receivable, net of allowance	$ 1,295	$ 2,207
Redeemable Convertible Preferred Stock , Par or Stated Value Per Share		$ 0.001
Redeemable Convertible Preferred Stock , Shares Authorized		60,137,979
Redeemable Convertible Preferred Stock , Shares Issued		39,223,194
Redeemable Convertible Preferred Stock , Shares Outstanding		39,223,194
Series A Common Stock [Member]
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares Authorized		204,220,800
Common Stock, Shares, Issued		112,012,693
Common stock, shares, outstanding		112,012,693
Series B Common Stock [Member]
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares Authorized		3,400,000
Common Stock, Shares, Issued		3,054,318
Common stock, shares, outstanding		3,054,318
Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.001
Common Stock, Shares Authorized	3,750,000,000
Common Stock, Shares, Issued	159,974,847
Common stock, shares, outstanding	159,974,847
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.001
Common Stock, Shares Authorized	50,000,000
Common Stock, Shares, Issued	37,856,095
Common stock, shares, outstanding	37,856,095

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenues	$ 458,338	$ 368,120	$ 306,051
Operating expenses:
Cost of revenues (excluding depreciation and amortization)	174,720	148,878	110,385
General and administrative expenses	189,606	70,849	73,344
Selling and marketing expenses	229,343	77,140	69,519
Research and development expenses	64,474	31,772	28,685
Depreciation and amortization	45,922	40,064	34,340
Acquisition-related expenses	1,953	5,402	5,916
Restructuring expenses	727	2,090	1,388
Total operating expenses	706,745	376,195	323,577
Loss from operations	(248,407)	(8,075)	(17,526)
Interest expense	7,033	16,257	15,491
Other (income) / expenses	(279)	(126)	239
Gain recognized on extinguishment of debt	(10,000)
Change in fair value of warrants and derivative liabilities	5,000	28,100	4,200
Total other expenses	1,754	44,231	19,930
Loss before income taxes	(250,161)	(52,306)	(37,456)
Income tax (benefit) / provision	(598)	919	1,009
Net loss	(249,563)	(53,225)	(38,465)
Other comprehensive loss:
Foreign currency translation adjustment	(64)	(190)	(76)
Total comprehensive loss	(249,627)	(53,415)	(38,541)
Net loss per share
Net loss	(249,563)	(53,225)	(38,465)
Cumulative redeemable convertible preferred stock dividends	7,060	19,571	17,278
Net loss available to common stockholders	$ (256,623)	$ (72,796)	$ (55,743)
Basic loss per share	$ (2.95)	$ (2.23)	$ (1.77)
Diluted loss per share	$ (2.95)	$ (2.23)	$ (1.77)
Weighted average number of shares used to compute net loss per share
Basic	86,932,191	32,589,409	31,579,301
Diluted	86,932,191	32,589,409	31,579,301

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expense	$ 259,159	$ 105	$ 216
Cost of revenues (excluding depreciation and amortization) [Member]
Share-based Payment Arrangement, Expense	2,589		0
General and administrative expenses [Member]
Share-based Payment Arrangement, Expense	100,160	$ 105	216
Selling and marketing expenses [Member]
Share-based Payment Arrangement, Expense	129,577		0
Research and development expenses [Member]
Share-based Payment Arrangement, Expense	$ 26,833		$ 0

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity / (Deficit) - USD ($) $ in Thousands	Total	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Redeemable Convertible Preferred Stock Preferred Stock	Series A Common Stock [Member] Common Stock	Series B common Stock [Member] Common Stock	Class A Common Stock [Member] Common Stock	Class B Common Stock [Member]	Class B Common Stock [Member] Common Stock
Balance at Dec. 31, 2018	$ (170,430)	$ (383)	$ (168,364)	$ (1,771)	$ 144,885	$ 85	$ 3
Balance (in shares) at Dec. 31, 2018					36,905,708	84,734,787	3,054,318
Adjustments for warrants as a result of adoption \| ASU 2017-11 [Member]	17,800		17,800
Shares issued in connection with certain agreements	4,615	4,614			$ 9,325	$ 1
Shares issued in connection with certain agreements (in shares)					2,317,486	1,533,742
Restricted stock grants		(14)				$ 14
Restricted stock grants (in shares)						14,362,905
Restricted stock forfeitures		2				$ (2)
Restricted stock forfeitures (in shares)						(1,950,118)
Foreign currency translation adjustment	(76)			(76)
Net loss	(38,465)		(38,465)
Warrants and options exercised	6	5				$ 1
Warrant and options exercised (in shares)						658,626
Stock-based compensation	216	216
Balance (in shares) at Dec. 31, 2019					39,223,194	99,339,942	3,054,318
Balance at Dec. 31, 2019	(186,334)	4,440	(189,029)	(1,847)	$ 154,210	$ 99	$ 3
Restricted stock grants		(15)				$ 15
Restricted stock grants (in shares)						14,508,504
Restricted stock forfeitures		2				$ (2)
Restricted stock forfeitures (in shares)						(1,990,313)
Foreign currency translation adjustment	(190)			(190)
Net loss	(53,225)		(53,225)
Stock-based compensation	105	105
Shares issued in connection with an agreement	424	424
Shares issued in connection with an agreement (in shares)						154,560
Balance (in shares) at Dec. 31, 2020					39,223,194	112,012,693	3,054,318
Balance at Dec. 31, 2020	(239,220)	4,956	(242,254)	(2,037)	$ 154,210	$ 112	$ 3
Shares issued in connection with certain agreements	29,650	29,645				$ 1		$ 4
Shares issued in connection with certain agreements (in shares)						613,497		4,124,914
Restricted stock grants		(11)				$ 4		$ 6		$ 1
Restricted stock grants (in shares)						3,687,431		5,989,392		700,000
Restricted stock forfeitures		6				$ (2)		$ (4)
Restricted stock forfeitures (in shares)						(1,629,369)		(3,736,010)
Common shares cancelation								(37,679)
Restricted stock cancelation		18				$ (18)
Restricted stock cancelation (in shares)						(17,853,416)
Foreign currency translation adjustment	(64)			(64)
Net loss	(249,563)		(249,563)
Conversion of Seies A and Series B common stock into Class A and Class B common stock, respectively						$ (97)	$ (3)	$ 61		$ 39
Conversion of Seies A and Series B common stock into Class A and Class B common stock, respectively (in shares)						(96,830,836)	(3,054,318)	60,421,367		39,463,787
Warrants and options exercised	24,238	24,230						$ 8
Warrant and options exercised (in shares)								8,392,316
Conversion of redeemable convertible preferred stock to common stock	193,210	193,136			$ (154,210)			$ 74
Conversion of redeemable convertible preferred stock to common stock (in shares)					(39,223,194)			73,813,713
Shares issued in connection with the Initial Public Offering, net of issuance cost	126,538	126,523						$ 15
Shares issued in connection with the Initial Public Offering, net of issuance cost (in shares)								14,773,939
Shares repurchased	(64,468)	(64,462)						$ (4)		$ (2)
Shares repurchased (in shares)								(4,138,866)	(2,307,692)	(2,307,692)
Restricted stock units vesting (in shares)								219,072
Stock-based compensation	269,358	269,358
Shares issued in connection with employee stock purchase plan	809	809
Shares issued in connection with employee stock purchase plan (in shares)								152,689
Balance (in shares) at Dec. 31, 2021								159,974,847		37,856,095
Balance at Dec. 31, 2021	$ 90,488	$ 584,208	$ (491,817)	$ (2,101)				$ 160		$ 38

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (249,563)	$ (53,225)	$ (38,465)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	45,922	40,064	34,340
Stock-based compensation	259,159	105	216
Gain on extinguishment of debt	(10,000)
Deferred income taxes	(2,475)	(98)	(59)
Change in fair value of warrant and derivative liabilities	5,000	28,100	4,200
Others, net	45	4,180	2,388
Change in non-cash working capital (net of acquisitions):
Accounts receivable	(1,155)	24,347	18,907
Prepaid expenses	(3,067)	(551)	(80)
Other current assets	5,725	632	(6,203)
Other non-current assets	(592)	1,479	330
Deferred revenue	2,813	2,402	(2,772)
Accounts payable	(22,243)	4,443	22,227
Accrued expenses and other current liabilities	14,618	(15,491)	(6,484)
Other non-current liabilities	105	(848)	2,054
Net cash provided by operating activities	44,292	35,539	30,599
Cash flows from investing activities:
Capital expenditures	(9,482)	(2,249)	(3,300)
Website and software development costs	(17,274)	(22,958)	(19,374)
Business and asset acquisitions, net of cash acquired	(20,093)		(38,986)
Net cash used for investing activities	(46,849)	(25,207)	(61,660)
Cash flows from financing activities:
Cash paid for acquisition-related liabilities	(9,850)	(717)	(1,772)
Proceeds from pay-check protection program loan		10,000
Proceeds from term loan, net of issuance costs	183,311		24,500
Proceeds from initial public offering, net of issuance costs	126,538
Repurchase of restricted stock	(64,468)
Proceeds from employees' stock purchase plan	809
Exercise of warrants and options	137
Proceeds from credit lines			7,000
Repayments against the credit facilities	(180,745)	(6,500)	(1,700)
Net cash provided by financing activities	55,732	2,783	28,028
Effect of exchange rate changes on cash and cash equivalents	(41)	(208)	(75)
Net increase / (decrease) in cash and cash equivalents, including restricted cash	53,134	12,907	(3,108)
Cash and cash equivalents and restricted cash, beginning of period	50,725	37,818	40,926
Cash and cash equivalents and restricted cash, end of period	103,859	50,725	37,818
Supplemental cash flow disclosures including non-cash activities:
Cash paid for interest	7,004	13,070	12,222
Cash paid for income taxes, net	1,758	1,296	783
Contingent consideration liability established in connection with acquisitions	10,185		26,488
Capitalized stock-based compensation as website and software development costs	10,196
Shares issued in connection with acquisitions and other agreements	29,650	424	13,940
Dividends on redeemable convertible preferred stock settled in Company's equity	60,082
Non-cash settlement of warrants and derivative liabilities	63,100
Non-cash consideration for website and software development costs	$ 1,551	$ 1,110	$ 614

Organization and Background

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Background

NOTE 1—Organization and Background

(a)	Nature of Business

Zeta Global Holdings Corp., a Delaware Corporation (“Zeta Global Holdings”) and Zeta Global Corp. (the “operating company”), a Delaware Corporation (“Zeta Global” individually, or collectively with Zeta Global Holdings Corp. and its consolidated entities, as context dictates, the “Company”) is a marketing technology company that uses proprietary data, artificial intelligence and software to create a technology platform that enables marketers to acquire, retain and grow customer relationships. The Company’s technology platform powers data-driven marketing programs for enterprises across a wide range of industries and utilizes all digital distribution channels including email, search, social, mobile, display and connected TV. Zeta Global was incorporated and began operations in October 2007.

(b)	Initial Public Offering (“IPO”)

On June 9, 2021, the Company’s registration statement on Form

S-1

relating to the IPO of its Class A common stock was declared effective by the Securities and Exchange Commission (“SEC”). In connection with the IPO, on June 14, 2021, the Company issued and

sold 14,773,939 shares of Class A common stock at a public offering price of $10 per share for net proceeds of $132.7 million, after deducting underwriters’ discounts and commissions (but excluding other offering expenses and reimbursements of $6.2 million). The Company used a portion of proceeds from its IPO (i) to satisfy the tax withholding and remittance obligations of holders of its outstanding restricted stock and restricted stock units that vested in connection with the offering by repurchasing and canceling 1,799,650 shares of Class A restricted stock, 197,490 shares of Class B restricted stock and 92,671 restricted stock units (the “Tax Withholding Repurchase”); (ii) to repurchase and cancel 2,158,027 shares of Class A restricted stock and 88,518 restricted units at the election of certain holders (the “Class A Stock Repurchase”); (iii) to repurchase and cancel 1,767,692 shares of Class B common stock and 342,510 shares of restricted Class B common stock from its Chief Executive Officer and

Co-Founder,

David Steinberg (the “Class B Stock Repurchase”); and (iv) for general corporate purposes, including working capital, operating expenses and capital expenditures, although the Company did not designate any specific uses. The Company has used and may also use in future a portion of the net proceeds to fund possible investments in, or acquisitions of, complementary businesses, services or technologies.

(c)	Reorganization Transactions

In connection with the IPO, the Company completed the following transactions (“Reorganization Transactions”):

•

As per the amended and restated certificate of incorporation, the authorized capital stock consists of 3,750,000,000 shares of Class A common stock, par value $0.001 per share, 50,000,000 shares of Class B common stock, par value $0.001 per share, and 200,000,000 shares of preferred stock, par value $0.001 per share.

The number of shares outstanding as of June 14, 2021 was 152,270,401 shares of Class A common stock and 37,856,095 shares of Class B common stock after giving effect to the following transactions upon the Company’s IPO:

•

the conversion of 39,223,194 outstanding shares, and unpaid dividends on such outstanding shares, of its Series A preferred stock, Series

B-1

preferred stock, Series

B-2

preferred stock, Series C preferred stock, Series E preferred stock, Series

E-1

preferred stock, Series F preferred

stock, Series

F-1

preferred stock, Series

F-2

preferred stock, Series

F-3

preferred stock and

Series F-4

preferred stock into 73,813,713 shares of its Class A common stock immediately prior to the completion of the IPO (the “Preferred Conversion”);

•

8,360,331 shares of its Class A common stock issued in connection with the exercise of outstanding

warrants (the “Warrants Exercise”);

•

the reclassification of 3,054,318 shares of its existing Series B common stock and 26,722,208 shares of Series A common stock into shares of Class A common stock and the reclassification of 70,108,628 shares of restricted Series A common stock into shares of restricted Class A common stock (of which 8,734,893 have vested in connection with the IPO and 4,138,866 shares were repurchased by the Company);

•

the exchange of 39,463,787 shares of Class A common stock (after giving effect to the Preferred Conversion and the Reclassification) held by the

Co-Founder

and Chief Executive Officer and his affiliates for an equivalent number of shares of Class B common stock, which went into effect upon the filing and effectiveness of our amended and restated certificate of incorporation pursuant to the terms of the exchange agreement entered into between

the

Co-Founder

and Chief Executive Officer and his affiliates and us (the “Class B Exchange”); and

•

the repurchase of an aggregate of 4,138,866 shares of restricted Class A common stock and 2,307,692 shares of Class B common stock (of which 540,000 shares are restricted Class B common stock) as a result of the Stock Repurchase and the Tax Withholding Repurchase.

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

NOTE 2—Basis of Presentation and Significant Accounting Policies

(a)	Principles of consolidation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

(b)	Emerging Growth Company Status:

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The JOBS Act does not preclude an emerging growth company from early adopting new or revised accounting standards. The Company expects to use the extended transition period for any new or revised accounting standards during the period which the Company remains an emerging growth company.

(c)	Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. In these consolidated financial statements, accounts receivable, free standing and embedded financial instruments, acquired assets and liabilities (including goodwill and intangible assets) and their useful lives, website and software development costs, acquisition-related liabilities including contingent purchase price

payable and holdback payable, stock-based compensation, impairment of indefinite and long-lived assets, and valuation allowance on income taxes involve reliance on management’s estimates. Estimates are based on management judgment and the best available information, as such actual results could differ from those estimates.

(d)	Net loss per share attributable to common stockholders:

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 20 for further discussion.

(e)	Revenue recognition:

Revenues arise primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customers usage of the technology.

Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by the Company concurrent with revenue-producing activities are excluded from revenues.

The Company determines revenue recognition through the following steps:

(i) Identification of the contract, or contracts, with a customer.

(ii) Identification of the performance obligations in the contract.

(iii) Determination of the transaction price.

(iv) Allocation of the transaction price to the performance obligations in the contract.

(v) Recognition of revenue when, or as, we satisfy a performance obligation.

At contract inception, the Company assesses the services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

The transaction price is the amount of consideration that the Company is entitled to in exchange for transferring services to a customer. Certain customer contracts give rise to variable consideration, including rebates and allowances that generally decrease the transaction price and therefore reduce revenues. These variable amounts are generally credited to the customer, based on achieving certain levels of activity. Variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Variable consideration is estimated based upon historical experience and known trends.

Further, for the contracts having multiple performance obligations, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The relative standalone selling price (“SSP”) is determined based on the terms of the contract and requires judgment. Typically, the best estimate of SSP is the contractual price of each obligation. The transaction price for a contract excludes any amounts collected on behalf of third parties, in cases where the Company acts as an agent. Payment terms are typically 30 to 90 days. As such, the Company does not have any significant financing components.

Generally, the Company’s contracts contain a series of separately identifiable and distinct services that represent performance obligations that are satisfied over time using the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer. The Company also derives revenues from subscription fees for the use of its platforms. The Company recognizes the corresponding revenues over time on a ratable basis over the customer agreement term.

The Company may enter into multiple contracts with a single counterparty at or near the same time. The Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated as a package with a single commercial objective, (ii) consideration to be paid in one contract depends on the price or performance of the other contract, and (iii) goods or services promised are a single performance obligation.

The Company enters into certain contracts with its vendors that involve both the purchase and sale of services with a single counterparty. The Company assesses each contract to determine if the revenue and expense should be presented gross or net. The Company recognizes revenue for these contracts to the extent that SSP is established for distinct services provided. Any excess consideration above the established SSP of services is presented as an offset to cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.

Principal vs. Agent

In substantially all its businesses, the Company incurs third-party costs on behalf of customers, including direct costs and incidental costs. Third-party direct costs incurred in connection with the delivery of advertising or marketing services include, among others: purchased media, data, cost of physical mailers, and procurement cost of Internet Protocol Addresses (“IPs”), used in the emailing services.

However, the inclusion of billings related to third-party direct costs in revenues depends on whether the Company acts as a principal or as an agent in the customer arrangement. In certain contracts, the Company contracts with customers to provide access to its software platform available through different pricing options to tailor to multiple customer types and customer needs. These options consist of a percentage of spend option, a subscription fee option and a fixed cost per impression (“CPM”) pricing option. CPM refers to a payment option in which customers pay a price for every impressions an ad receives. Customers can use the software platform on a self-service basis to execute their advertising campaigns. The Company generates revenue when the software platform is used on a self-service basis by charging a platform fee that is either a percentage of spend or a flat monthly subscription fee as well as fees for additional features such as data and advanced reporting. As the Company does not obtain control of the ad spots prior to transfer to the customer in these arrangements, revenue is recognized on a net basis.

In certain businesses the Company may act as a principal when contracting for third-party services on behalf of its customers, because it controls the specified goods or services before they are transferred to the customer and the Company is responsible for providing the specified goods or services, or it is responsible for directing and integrating third-party vendors to fulfill its performance obligation at the agreed upon contractual price. In such arrangements, the Company also takes pricing risk under the terms of the customer contract. In certain media buying businesses, the Company acts as a principal when it controls the buying process for the purchase of the media and contracts directly with the media vendor. In these arrangements, it assumes the pricing risk under the terms of the customer contract. In such cases, the Company includes billable amounts related to third-party costs in the transaction price and record revenues at the gross amount billed, consistent with the manner that revenues are recognized for the underlying services contract.

Contract

assets and liabilities

Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were

$2,286 and $1,709 as of December 31, 2021 and 2020, respectively, and are included in the account receivables, net in the

consolidated balance sheets.

Contract liabilities consists of deferred revenues that represents amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the years ended on December 31, 2021 and 2020, the Company billed and collected $56,481 and $41,432 in advance,

respectively, and

recognized $53,668 and $38,850,

respectively, as

revenues. As of the years ended on December 31, 2021 and 2020, the deferred revenues are $6,866 and $4,053, respectively.

Practical

expedients and exemptions

The Company applies the optional exemptions and does not disclose: a) information about remaining performance obligations that have an original expected duration of one year or less; or b) transaction price allocated to unsatisfied performance obligations for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with the series guidance. Further, in certain contracts, the Company utilizes the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer.

Significant

judgments

The recognition of revenues requires the Company to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, contract assets and contract liabilities.

(a) Revenues from certain contracts with customers are subject to variability due to cash incentives and credit notes, therefore, revenues are recognized but subject to the constraint on the variable consideration, i.e. only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

(b) When revenue arrangements include components of third-party goods and services, for example in transactions which involve resale, fulfillment or providing advertising impressions to the end customer, the Company evaluates whether it is a principal, and reports revenues on a gross basis, or an agent, and reports revenues on a net basis. In this assessment, it is considered if the control of the specified goods or services is obtained before they are transferred to the customer by evaluating indicators such as which party is primarily responsible for fulfilling the promise to provide the goods or services, which party has discretion in establishing price and the underlying terms and conditions between the parties to the transaction.

(c) Contracts with customers may include multiple services. Determining whether those services are distinct from each other, and therefore performance obligations to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation, may require significant judgment.

(d) Contracts with the Company’s vendors that involve both the purchase and sale of services with a single counterparty. Assessing each contract to determine if the revenue and expense should be presented gross or net, may require significant judgement.

(e) Determining the standalone selling price for various performance obligations in the customer contracts requires significant judgement.

Remaining

Performance Obligations

Transaction price allocated to the remaining performance obligations represents contracted revenues that have not yet been recognized, which includes unearned revenues and unbilled amounts that will be recognized as revenues in future periods. Transaction price allocated to the remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes and other market factors.

The Company excludes amounts related to performance obligations that are billed and recognized as the services are provided. This primarily consists of professional services contracts that are on a

time-and-materials

basis.

The Company has remaining performance obligation associated with a fixed commitment contract for future services that have not yet been recognized in its Consolidated Statements of Operations and Comprehensive Loss.

Disaggregation

of revenues from contract with customers

The Company reports disaggregation of revenues based on primary geographical markets and delivery channels / platforms. Revenues by delivery channels / platforms are based on whether the customer requirements necessitate integration with platforms or delivery channels not owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it Direct Platform Revenue.

When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenue.

The following table summarizes disaggregation for the years ended December 31, 2021 and December 31, 2020:


	Year ended December 31,
	2021			2020			2019
Direct Platform Revenue		76	%		68	%		69	%
Integrated Platform Revenue		24	%		32	%		31	%

Refer to

Segments

in this Note 2 below for more information about disaggregation based on primary geographical markets.

(f)	Operating expenses:

Operating expenses including Cost of revenues (excluding depreciation and amortization), General and administrative expenses, selling and marketing expenses and research and development expenses, are recognized as these costs are incurred.

Depreciation and amortization:

The Company records depreciation and amortization using a straight-line method over the estimated useful life of the assets.

Acquisition-related expenses:

Acquisition-related costs primarily consist of legal fees associated with certain business combinations and addressing disputes related to those transactions. It also includes retention bonuses agreed to be paid to employees related to one time events such as an acquisition or a significant transaction.

Restructuring expenses:

Restructuring costs consists primarily of employee termination costs due to internal restructuring. The Company recognizes these costs as they are incurred. As of December 31, 2021, the Company had $260 outstanding liability related to the restructuring activities carried during financial year 2021. There was no such outstanding liability as of December 31, 2020. Further, there are no incomplete restructuring plans as of December 31, 2021 and 2020.

(g)	Cash, cash equivalents and restricted cash:

Highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. The Company maintains cash balances with banks which at times may be in excess of FDIC insurance limits. As of December 31, 2021 and 2020, approximately 0.5% and 1.8% of cash and cash equivalents,

respectively, was

held in accounts outside the United States and not protected by FDIC insurance.

As of December 31, 2021 and 2020, the Company did not have any amounts in restricted cash.

(h)	Accounts receivable and allowance for doubtful accounts:

Accounts receivable are carried at original invoice amount less an allowance for doubtful accounts. Allowances for doubtful accounts are established through an evaluation of accounts receivable aging and prior collection experience to estimate the ultimate collectability of receivables. Management considers the following factors when determining the collectability of specific customer accounts: past transaction history with the customers, current economic industry trends, and changes in customer payment terms. If the financial conditions of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Past due balances over 90 days and over a specified amount are reviewed individually for collectability.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any

off-balance-sheet

credit exposure related to its customers.

The following table reconciles the changes in the allowance for doubtful accounts for the years ended December 31, 2021 and 2020:


Balance as of January 1, 2020	$	1,210
Bad debt expense		792
Acquisition-related provisions		404
Write offs		(199)

Balance as of December 31, 2020	$	2,207
Bad debt expense		43
Write offs		(955)

Balance as of December 31, 2021	$	1,295

Accounts receivable includes unbilled accounts receivable which represent revenues on contracts to be billed, in subsequent periods, as per the terms of the related contracts. As of December 31, 2021, and 2020, the Company had $2,286 and $1,709 of unbilled accounts receivable, respectively.

(i)	Property and equipment, net:

Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are expensed when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized.

Depreciation is computed using the straight-line method over the estimated useful lives of assets, which are as follows:


		Estimated Useful Life (Years)
Computer equipment		3-5
Office equipment and furniture		5-7
Purchased software		3-5
Leasehold improvements		Shorter of useful life and lease term

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property and equipment are used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment for assets held and used was recorded for the years ended December 31, 2021 and 2020

(j)	Website and software development costs, net:

The Company capitalizes the cost of internally developed software that has a useful life in excess of one year. These costs consist of the salaries, bonuses, stock-based compensation and other employee benefits costs of employees working on such software development to customize it to the Company’s needs. Capitalization begins during the application development stage, following completion of the preliminary project stage. If a project constitutes an enhancement to previously developed software, it is assessed whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization using the straight-line method. The Company annually assesses whether triggering events are present to review

internal-use

software for impairment. The estimated useful life of the Company’s website and software development costs is three years.

(k)	Intangible assets, net:

Intangible assets are recorded at cost less accumulated amortization. Cost of intangible assets acquired through business combinations represents their fair market value at the date of acquisition. Amortization is calculated using the straight-line method which is consistent with the realization of cash flows over the weighted average useful lives of the intangible assets, which are as follows:


	Estimated Useful Life (Years)
Tradenames		4-5
Data supply relationships		2-5
Completed technologies		3-10
Customer relationships		3-12

The Company purchases and licenses data content from multiple data providers to develop the proprietary databases of information for client use. This data content sometime consists of consumer information like name, address, phone numbers, zip codes, gender, age group, etc. and it may also consist of business information industry, sales volume, physical address, financial information, credit score, etc. License agreement terms vary by vendor. In some instances, the Company retains perpetual rights to this information after the contract ends; in other instances, the information and data are licensed only during the fixed term of the agreement. Additionally, certain data license agreements provide for uneven payment amounts throughout the life of the contract term. The Company capitalizes the intangible assets as the data contents are received from the third parties, as it expects those assets to provide future economic benefit via the generation of Company’s revenue and margins. These intangibles assets are amortized on a straight-line basis over the estimated useful life of the data asset. The Company evaluates data content contracts for potential capitalization at the inception of the arrangement as well as each time periodic payments to third parties are made.

The amortization period for the capitalized purchased content is based on the Company’s best estimate of the useful life of the asset, which ranges from two to five years. The determination of the useful life includes consideration of a variety of factors including, but not limited to, assessment of the expected use of the asset and contractual provisions that may limit the useful life, as well as an assessment of when the data is expected to become obsolete based on the Company’s estimates of the diminishing value of the data over time.

Under certain other data agreements, the underlying data is obtained on a subscription basis with consistent monthly recurring payment terms over the contractual period. Upon the expiration of such arrangements, the Company no longer has the right to access the related data, and therefore, the costs incurred under such contracts are not capitalized and are expensed as payments are made. The Company will immediately lose rights to data under these arrangements if it cancels the subscription and/or cease making payments under the subscription arrangements.

The Company reviews the carrying value of its definite-lived intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If these future undiscounted cash flows are less than the carrying value of the asset, then the carrying amount of the asset is written down to its fair value, based on the related estimated discounted future cash flows. Factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the intangible assets are used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment was recorded for the years ended December 31, 2021 and 2020.

(l)

Goodwill:

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized but rather tested for impairment at least annually or more often if and when circumstances indicate that goodwill may not be recoverable. The Company performs an annual goodwill impairment test on October 1 of every year at a reporting unit level based on the financial statements as of September 30. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded. As of December 31, 2021, the Company has four reporting units.

The Company assesses qualitative factors to determine whether it is necessary to perform a more detailed quantitative impairment test for goodwill and other indefinite-lived intangible assets. It may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units. Qualitative factors that are considered as part of this assessment include a change in the Company’s equity valuation and its implied impact on reporting unit fair value, a change in its weighted average cost of capital, industry and market conditions, macroeconomic conditions, trends in product costs and financial performance of the businesses. For the quantitative test, the Company generally uses a discounted cash flow method to estimate fair value. The

discounted cash flow method is based on the present value of projected cash flows. Assumptions used in these cash flow projections are generally consistent with the Company’s internal forecasts. The estimated cash flows are discounted using a rate that represents its weighted average cost of capital. The weighted average cost of capital is based on a number of variables, including the equity-risk premium and risk-free interest rate. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized to the extent the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill.

For the years ended December 31, 2021 and 2020 annual goodwill impairment test, the Company elected to bypass the qualitative assessment for its four reporting units and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of the reporting units. As a result of this assessment, it was concluded that there was no

impairment loss because the fair value of the reporting units significantly exceeded their respective carrying value as of each of the dates. Specifically, for the year ended December

31, 2021, the difference between the fair value and the book value of the reporting units was in the range of

$46,395-$326,746.

(m)	Income taxes:

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment date. A valuation allowance is established when management determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized. Income taxes are more fully discussed in Note 18.

From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions including determining the Company’s uncertain tax position. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different.

The Company’s policy is to recognize, when applicable, interest and penalties on uncertain tax positions as part of income tax expense.

The Company’s policy is to account for income taxes for global intangible low taxed income (“GILTI”) as a period cost when incurred.

(n)	Foreign currency translations:

The functional currency of each entity in the Company is its respective local country currency which is also the currency of the primary economic environment in which it operates. Transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date.

Non-monetary

assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction. All foreign exchange gains and losses arising on

re-measurement

are recorded in the Company’s consolidated statements of income.

The assets and liabilities of the subsidiaries for which the functional currency is other than the U.S. dollar are translated into U.S. dollars, the reporting currency, at the rate of exchange prevailing on the balance sheet date. Revenues and expenses are translated into U.S. dollars at the exchange rates prevailing on the last business day of each month, which approximates the average monthly exchange rate. Share capital and other equity items are translated at exchange rates that prevailed on the date of inception of the transaction. Resulting translation adjustments are included in “Accumulated other comprehensive loss” in the consolidated balance sheets.

(o)	Financial instruments:

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, warrants and derivative liabilities, acquisition-related liabilities, which are primarily denominated in U.S. dollars. The carrying amounts of some of these instruments approximate their fair values principally due to the short-term nature of these items. The Company uses a third-party valuation firm to determine the fair value of warrants and derivative liabilities periodically and such valuations are calculated using a variety of methods including market multiples, comparable market transactions and discounted cash flows. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency or credit risk arising from these financial instruments. Warrants and derivative liabilities as of December 31, 2020 were extinguished upon conversion of those instruments into Company’s common stock upon its IPO.

With respect to accounts receivable, the Company is exposed to credit risk arising from the potential for counterparties to default on their contractual obligations to the Company. The Company generally does not require collateral to support accounts receivable. The Company establishes an allowance for doubtful accounts that corresponds with the specific credit risk of its customers, historical trends, and economic circumstances.

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include:

Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets;

Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

See Note 16 for additional information regarding fair value.

(p)	Redeemable convertible preferred stock:

The redeemable convertible preferred stock as of December 31, 2020 were converted into Class A common stock upon the IPO and as such there were no such redeemable convertible preferred stock as of December 31, 2021.

The Company applies the guidance in ASC Topic 480 to determine the classification of financial instruments issued. The Company first determines if the instruments should be classified as liabilities under this guidance based on the redemption features, if mandatorily redeemable or not, and the method of redemption, if in cash, a variable number of shares or a fixed number of shares.

(q)	Warrants and derivative liabilities:

Warrants and derivative liabilities as of December 31, 2020 represents warrants to purchase shares of the Company’s common stock that it issued in connection with previous financing rounds and a derivative liability representing the conversion feature associated with such financing transactions. The warrants and derivative liabilities as of December 31, 2020 were extinguished upon the Company’s IPO and as such there were no such liabilities as of December 31, 2021.

When warrants or similar instruments are issued, the Company applies the guidance in ASC Topic 815 to determine if the warrants should be classified as equity instruments or as derivative instruments. Generally, warrants that are indexed to the Company’s own stock would be classified as equity instruments and are not classified as derivative instruments under this guidance. A key element to consider in determining if a warrant would be considered indexed to the Company’s own stock is if the warrants settlement amount is equal to the difference between the fair value of a fixed number of equity shares and a fixed monetary amount. This criterion is sometimes known as the

“fixed-for

fixed” criteria. In cases where the fixed for fixed criteria are not met, the warrants are classified as derivative instruments.

(r)	Stock-based compensation and other stock-based payments:

The measurement of stock-based compensation for all stock-based payment awards, including restricted shares, performance stock units (“PSU”), employee stock purchase plan shares (“ESPP”) and stock options granted to employees, consultants or advisors and

non-employee

directors, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants.

The Company accounts for the modification to the already issued awards under the guidance in

ASC 718-20-35-3.

The Company accounts for all stock options and restricted shares granted prior to the IPO using a fair value-based method. The fair value of each stock option granted to employees is estimated on the date of the grant using the Black-Scholes-Merton option pricing model, and the related stock-based compensation is recognized over the expected life of the option. The fair value of the restricted shares granted

post-IPO

is based on the Company’s closing stock price as of the day prior to the date of the grants. The Company accounts for the forfeitures, as they occur.

Since the Company’s restricted stock and restricted stock units had both a performance condition (i.e. initial public offering) and a service condition, the Company uses the graded vesting attribution method to recognize the stock-based compensation.

The Company has issued PSUs to certain employees and has also adopted an ESPP plan during the year ended December 31, 2021. The fair value of PSU awards was determined using the Monte Carlo simulation method and for ESPP using the Black-Scholes model, by a third-party valuation firm engaged by the Company. The Company recognizes the stock-based compensation related to these plans on a straight-line basis over the vesting terms associated with these plans.

(s)

Segments:

The Company operates as one

operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. Since it operates as one operating segment, all required financial segment information can be found in the consolidated financial statements. Revenues and long-lived assets by geographical region are based on the physical location of the customers being served or the assets are as follows:

Revenues by geographical region consisted of the following:


	Year ended December 31,
	2021		2020		2019
US	$	428,941	$	340,723	$	289,267
International		29,397		27,397		16,784

Total revenues	$	458,338	$	368,120	$	306,051

Total long-lived assets by geographical region consisted of the following:


	Year ended December 21,
	2021		2020
US	$	43,023	$	38,413
International		645		595

Total long-lived assets	$	43,668	$	39,008

New accounting pronouncements

Recently adopted:

In August 2018, the FASB issued ASU

No. 2018-15,

Intangibles—Goodwill and

Other—Internal-Use

Software Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract. The guidance requires certain costs incurred during the application development stage to be capitalized and other costs incurred during the preliminary project and post-implementation stages to be expensed as they are incurred. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. A customer’s accounting for the hosting component of the arrangement is not affected. The Company adopted the ASU

2018-15

as of January 1, 2021, and there was no material impact to its consolidated financial statements.

In December 2019, the FASB issued ASU

2019-12,

“Income Taxes Topic

740-Simplifying

the Accounting for Income Taxes” (“ASU

2019-12”),

which intended to simplify various aspects related to accounting for income taxes. ASU

2019-12

removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. This guidance is effective for fiscal years beginning after December 15, 2020 including interim periods therein, and early adoption is permitted. The Company adopted ASU

2019-12

on January 1, 2021. The adoption of this standard did not have material impact on the Company’s consolidated financial statements.

Not yet adopted:

In February 2016, the FASB issued ASU

No. 2016-02,

“Leases (Topic 842),” (“ASU

2016-02”).

The standard establishes a ROU model that requires a lessee to recognize a right of use (“ROU”) asset and a lease liability on the balance sheet for all leases with a term longer than 12 months (based on the practical expedient provided in the ASU that allows 12 months or less not to be presented on the balance sheet) and requires the disclosure of key information about leasing arrangements. Leases are classified as finance or operating, with classification affecting the subsequent expense pattern and presentation of expense recognition in the income statement. Subsequently, the FASB issued the following standards related to ASU

2016-02:

ASU

2018-01,

“Land Easement Practical Expedient for Transition to Topic 842”, ASU

2018-10,

“Codification Improvements to Topic 842, Leases”, ASU

2018-11,

“Leases (Topic 842): Targeted Improvements” (“ASU

2018-11”),

ASU

2018-20,

“Narrow-Scope Improvements for Lessors” and ASU

2019-01,

“Leases (Topic 842): Codification Improvements”, which provided additional guidance and clarity to ASU

2016-02

(collectively, the “Lease Standard”). In 2021, the FASB further released ASU

No. 2021-05,

Leases (Topic 842) – Lessors – Certain

Leases with Variable Lease Payments (“ASU

2021-05”),

ASU

No. 2021-09,

Leased (Topic 842)- Discount Rate for Lessees That Are Not Public Business Entities

(“non-PBE”)

(“ASU

2021-09”).

As per ASU

2020-05,

issued by FASB, the new guidance is applicable to a

non-PBE

from fiscal year beginning after December 15, 2021 and interim periods beginning after December 15, 2022. As of December 31, 2021, the Company holds emerging growth company status, as such it is permitted to use

non-PBE

adoption of ASC 842 and therefore will present the impact of the new guidance in its annual statement as of December 31, 2022 and interim statements thereafter.

The Company is currently in the process of evaluating the impact of ASC 842 adoption will have on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU

No. 2016-13,

“Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which was subsequently amended in November 2018 through ASU

No. 2018-19,

“Codification Improvements to Topic 326, Financial Instruments—Credit Losses.” ASU

No. 2016-13

will require entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU

No. 2018-19

further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases. As per the latest ASU

2020-02,

FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition, and financial statement disclosures.

In March 2020, the FASB issued ASU

No. 2020-04

Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU

2020-04”).

ASU

2020-04

provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU

No. 2021-01

Reference Rate Reform (Topic 848) (“ASU

2021-03)”.

The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU may be applied through December 31, 2022. The Company is currently evaluating additional impacts this ASU will have on its consolidated financial statements and related disclosures.

In May 2021, the FASB issued ASU

No. 2021-04

Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic

470-50),

Compensation- Stock Compensation (Topic 718), and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic

815-40)-

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU

2021-04”).

This amendment provides that for an entity that presents earnings per share (EPS) in accordance with Topic 260, the effects of a modification or an exchange of a freestanding equity-classified written call option that is recognized as a dividend should be an adjustment to net income (or net loss) in the basic EPS calculation. These amendments also require that an entity apply the guidance in Subtopic

470-50

to a modification or an exchange of a freestanding equity-classified written call option that is a part of or directly related to a modification or an exchange of an existing debt. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation—Stock Compensation. This update should be effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company does not expect the adoption of this new guidance to have material impact on its consolidated financial statements and related disclosures.

In October 2021, the FASB released ASU

No.2021-08,

Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, however early adoption is permitted. Hence, the Company will be evaluating the impact of adoption of this guidance for the annual and interim reporting period beginning January 2023.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 3—Property and Equipment, Net

The details of property and equipment, net and related accumulated depreciation, are set forth below:


	December 31, 2021		December 31, 2020
Computer equipment and purchased software	$	18,900	$	16,317
Office equipment and furniture		1,635		1,738
Leasehold improvements		2,196		2,179

Property and equipment – gross		22,731		20,234
Less: Accumulated depreciation		(17,101)		(14,117)

Property and equipment, net	$	5,630	$	6,117

Depreciation expense for the years ended December 31, 2021 and 2020 was $3,220 and $3,069, respectively.

Website and Software Development Costs, Net

12 Months Ended

Dec. 31, 2021

Capitalized Computer Software, Net [Abstract]

Website and Software Development Costs, Net

NOTE 4—Website and Software Development Costs, Net

The details of website and software development costs, net and the related accumulated amortization are set forth below:


	December 31, 2021		December 31, 2020
Website and software development costs	$	130,617	$	102,706
Less: Accumulated amortization		(92,579)		(69,815)

Website and software development costs, net	$	38,038	$	32,891

Website and software development costs capitalized during the years ended December 31, 2021 and 2020 were $27,911 and $24,067, respectively. Depreciation expense for website and software development costs for the years ended December 31, 2021 and 2020 was $22,764 and $21,423, respectively.

Intangible Assets, Net

12 Months Ended

Dec. 31, 2021

Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

NOTE 5—Intangible Assets, Net

The details of intangible assets and related accumulated amortization are set forth below:


	December 31, 2021						December 31, 2020
	Gross value		Accumulated amortization		Net Value		Gross value		Accumulated amortization		Net Value
Data supply relationships	$	8,750	$	1,875	$	6,875	$	—	$	—	$	—
Tradenames		2,720		2,171		549		2,720		1,634		1,086
Completed technologies		23,092		17,568		5,524		20,292		13,037		7,255
Customer relationships		65,999		37,984		28,015		45,239		24,989		20,250

Total intangible assets	$	100,561	$	59,598	$	40,963	$	68,251	$	39,660	$	28,591

Amortization expense of intangibles for the years 2021 and 2020 was $19,938 and $15,572, respectively.

Weighted average useful life of the unamortized intangibles as of December 31, 2021 was 3.60 years. Based on the amount of intangible assets subject to amortization, the Company’s estimated future amortization over the next five years and beyond are as follows:


Year ending December 31,
2022	$	18,718
2023		9,426
2024		4,964
2025		2,414
2026		2,001
2027 and thereafter		3,440

Total	$	40,963

Goodwill

12 Months Ended

Dec. 31, 2021

Goodwill Disclosure [Abstract]

Goodwill

NOTE 6—Goodwill

The following is a summary of the carrying amount of goodwill:


Balance as of January 1, 2020	$	78,150
Adjustment of IgnitionOne		(1,734)
Foreign currency translation		16

Balance as of December 31, 2020	$	76,432
Acquisition of Kinetic		1,579
Acquisition of Vital		4,736
Acquisition of Apptness		31,765
Foreign currency translation		(3)

Balance as of December 31, 2021	$	114,509

Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Acquisitions

NOTE 7—Acquisitions

The Company uses the purchase method of accounting in accordance with ASC 805, Business Combinations. This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value of the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates and assumptions used in assessing fair value are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and

tax-related

valuation allowances are initially recorded in connection with a business combination as of the acquisition date.

Acquisition-related expenses are expensed when incurred.

The Company may also agree to pay a portion of the purchase price for certain acquisitions in the form of contingent consideration, the unpaid amounts of these liabilities are included in the acquisition-related liabilities on the consolidated balance sheets as of December 31, 2021 and 2020.

(a)	Kinetic Data Solutions, LLC (“Kinetic”):

On March 1, 2021, the Company entered into a merger agreement with the sellers of Kinetic Data Solutions, LLC (“Kinetic”), an entity controlled by the Chief Executive Officer of the Company, to purchase all of the issued and outstanding stock of Kinetic. The fair value of the purchase consideration was estimated at $2,762. The Company agreed to issue 306,749 shares of Series A common stock with a fair value of $2,738 and certain earn-outs of $24 based on the operating performance of the acquired business after the closing date. The

earn-out

was calculated based on the operating performance of the acquired business and the Company shall pay such

earn-out

for a period of three years from the acquisition date in cash and in restricted shares of the Company. During the year ended December 31, 2021, the Company finalized the purchase price allocation for its Kinetic acquisition. Accordingly, the Company recognized $1,600 as customer relationships intangibles, $1,579 as goodwill and $416 as deferred tax liabilities associated with this acquisition. The Company amortizes the customer relationships over 3 years.

Prior to the acquisition, Kinetic was engaged in the business of marketing solutions focused on homeowners. Kinetic had homeowner data that the Company integrated with its proprietary data to enhance its business and therefore paid a premium to acquire Kinetic assets, which is represented as Goodwill in the above purchase price allocation.

Goodwill acquired by the Company in its Kinetic acquisition is not deductible for tax purposes.

The acquisition of Kinetic contributed $835 in the Company’s consolidated revenues during the year ended December 31, 2021, however the net income contribution of this acquisition was immaterial to the Company’s consolidated financial statements.

(b)	Vital Digital, Corp (“Vital”):

On March 3, 2021, the Company entered into a stock purchase agreement with the sellers of Vital Digital, Corp (“Vital”) to purchase all of the issued and outstanding shares of common stock of Vital. The fair value of the purchase consideration for this transaction is determined as $8,950, with $3,400 in cash, 306,748 shares of Series A common stock with a fair value of $2,710, $2,262 in earnouts based on the operating performance of the acquired business after the closing date, and $578 in cash holdback. During the year ended December 31, 2021, the Company finalized the purchase price allocation for its Vital acquisition. Accordingly, the Company has recognized $5,630 as customer relationship intangibles, $4,736 as goodwill, $1,465 as deferred tax liability and $49 as other net assets associated with this acquisition. The Company amortizes the customer relationship over 3 years.

Caivis, one of the Company’s related parties, owned 5% interest in Vital as of the effective date of this stock purchase agreement (refer to Note 17 for a description of relationship with Caivis).

Prior to the acquisition, Vital delivered data-driven marketing solutions that were complementary to the Company’s business, and therefore the Company paid a premium to acquire Vital assets, which is represented as Goodwill in the above purchase price allocation.

Goodwill acquired by the Company in its Vital acquisition is not deductible for tax purposes.

The acquisition of Vital contributed $7,142 in the Company’s consolidated revenues during the year ended December 31, 2021, however the net income contribution of this acquisition was immaterial to the Company’s consolidated financial statements.

(c)	Apptness Media Group, LLC (“Apptness”):

On September 30, 2021, the Company entered into an asset purchase agreement with the sellers of Apptness to acquire its data platform business and hiring certain employees of Apptness who are engaged in the data platform business. This agreement was effective October 1, 2021. Since the assets acquired under the agreement with Apptness meets the definition of a business under ASC 805, Business Combinations, the Company concluded that it represents an acquisition of a business. The Company paid cash consideration of $17,934, issued 3,924,914 Class A common stock with a fair value of $23,000 and agreed to pay certain earn-outs valued at $7,748 based on the operating performance of the acquired business after the closing date and the Company shall pay such

earn-out

for a period of three years from the acquisition date in cash and in shares of the Company, and $1,396 in cash holdback. During the year ended December 31, 2021, the Company finalized the purchase price allocation for its Apptness acquisition. Accordingly, the Company recognized $13,530 as customer relationships intangibles, $2,740 as developed technology, $60 as database, $31,765 as goodwill and $1,983 as other net tangible assets associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 6.31 years.

Prior to the acquisition, Apptness operated a digital survey platform that provides comprehensive capabilities to engage consumers on sites across the open web, deliver proprietary insights and audiences to marketers, and providing publishers with new monetization opportunities. Therefore, the Company paid a premium to acquire Apptness assets, which is represented as Goodwill in the above purchase price allocation. The Company incurred $153 as acquisition-related expenses related to this acquisition.

Goodwill acquired by the Company in its Apptness acquisition is deductible for tax purposes.

The acquisition of Apptness contributed $3,105 in the Company’s consolidated revenues during the year ended December 31, 2021, however the net income contribution of this acquisition was immaterial to the Company’s consolidated financial statements.

Pro Forma Information

—The unaudited pro forma consolidated revenues of the Company for the year ended December 31, 2021 and 2020 were $468,570 and $385,623, respectively, as if the business combinations had taken place on January 1, 2020. The unaudited pro forma earnings of these acquired businesses were insignificant to consolidated net loss from January 1, 2021 to December 31, 2021.

Acquisition Related Liabilities

12 Months Ended

Dec. 31, 2021

NOTE 8—Acquisition-Related Liabilities

The following is a summary of acquisition-related liabilities:

	eBay CRM		Disqus		Sizmek		PlaceIQ		IgnitionOne		Unsubcentral		Kinetic		Vital		Apptness		Total
Balance as of January 1, 2020	$	17,137	$	120	$	3,525	$	1,034	$	1,360	$	240	$	—	$	—	$	—	$	23,416
Payments made during the year		—		—		—		(320)		—		(240)		—		—		—		(560)
Change in fair value of earn-out		—		(120)		877		(458)		—		—		—		—		—		299

Balance as of December 31, 2020	$	17,137	$	—	$	4,402	$	256	$	1,360	$	—	$	—	$	—	$	—	$	23,155
Additions		—		—		—		—		—		—		24		2,840		9,144		12,008
Settlement during the year		—		—		(533)		—		—		—		—		—		—		(533)
Payments made during the year		(9,786)		—		—		(64)		—		—		—		—		—		(9,850)
Change in fair value of earn-out		649		—		(1,942)		(192)		—		—		—		—		(338)		(1,823)

Balance as of December 31, 2021	$	8,000	$	—	$	1,927	$	—	$	1,360	$	—	$	24	$	2,840	$	8,806	$	22,957

The changes in the fair value of the acquisition-related liabilities are i

n

cluded in other (income) / expenses on the consolidated statements of operations and comprehensive loss.

The Company is a party to a litigation matter in relation to

certain acquisition-related

liabilities for its eBay CRM acquisition dated November 2, 2015.

On October 14, 2021, the Company paid a portion of the liability for $9,786 to the sellers of eBay CRM business in satisfaction of a judgment, which was being accrued at $9,137. As such, the Company accrued an additional amount of $649 during the year ending on December 31, 2021 such that the Company has full accrual for the payment relating to this liability as of December 31, 2021. Further, the Company had provided a letter of credit amounting to $6,028, against these payable amounts, which was canceled on November 8, 2021, upon satisfaction of the judgment.

Another portion of the liability, which stands at $8,000, is still being contested by the Company and in view of the numerous legal, technical and factual issues involved in these lawsuits, the Company may resolve the remaining liabilities in any amount lower than the accruals as of December 31, 2021.

During January 2022, the Company reached a settlement with the sellers of Sizmek to resolve its dispute related to the contingent purchase consideration payable in connection with its Sizmek acquisition made during the year ended December 31, 2019. As such, the Company agreed to pay

$1,085 in cash and issue 100,000

shares of Class A common stock. Further, Sizmek also collected

$533 on behalf of the Company from certain customers and both parties have agreed, as part of the settlement agreement, that Sizmek would retain this amount.

Accrued expenses

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued expenses

NOTE 9—Accrued expenses

The details of accrued expenses are set forth below:


	December 31, 2021		December 31, 2020
Accrued expenses	$	26,464	$	23,202
Payroll related liabilities		36,768		20,649
Others		747		771

Accrued expenses	$	63,979	$	44,622

Concentration of Credit Risk	12 Months Ended
Concentration of Credit Risk	Dec. 31, 2021
Risks and Uncertainties [Abstract]
Concentration Risk Disclosure [Text Block]	NOTE 10—Concentration of Credit Risk No customer accounted for more than 10% of the Company’s total revenues during the years ended December 31, 2021 and 2020. Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of December 31, 2021, there was no customer that represented more than 10% of accounts receivables balance as of that date. As of December 31, 2020, the Company had receivables from one of its customers, which represented 14% of the total account receivables balance as of that date. The Company continuously monitors whether there is an expected credit loss arising from this customer, and as of the year ended December 31, 2021, no provision was warranted or recorded.

Credit Facilities

12 Months Ended

Dec. 31, 2021

Line of Credit Facility [Abstract]

Credit Facilities

NOTE 11—Credit Facilities

The Company’s long-term borrowings are as follows:


	December 31, 2021		December 31, 2020
Credit facility	$	185,000	$	137,950
Loan under pay-check protection program		—		10,000
Revolving loan		—		42,600

Total borrowings		185,000		190,550
Less:
Unamortized discount on debt		—		(426)
Unamortized deferred financing cost		(1,387)		(431)

Long-term borrowings	$	183,613	$	189,693

On February 3, 2021, the Company entered into a $222,500 Senior Secured Credit Facility (“Senior Secured Credit Facility”) with a syndicate of financial institutions and institutional lenders.

The Senior Secured Credit Facility is for up to $222,500, which consists of (i) a $73,750 initial Revolving Facility that was drawn at closing date, (ii) a $111,250 Term Facility that was drawn at closing date, and (iii) a $37,500 in incremental Revolving Facility commitment that remains undrawn. In addition, the Company has an outstanding letter of credit amounting to $1,244

against the available revolving credit facility. On November 8, 2021 a letter of credit amounting to $6,028 (in connection with the acquisition-related liabilities) was closed (refer to Note 8). The credit facility was fully secured by the financial institution with a first lien on the Company’s assets.

Interest on the current outstanding balances is payable quarterly and calculated using a LIBOR rate of no lower than LIBOR+2.125% and no higher than LIBOR+2.625% based on the Company’s consolidated net leverage ratio stated in the credit agreement. The effective interest rate on this debt for the year ended on December 31, 2021 was 2.6%. The extensions of credit may be used solely (a) to refinance existing indebtedness, (b) to pay any expenses associated with this line of credit agreement, (c) for acquisitions, and (d) for other general corporate purposes. The Company is required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on February 3, 2026. The Company incurred $1,699 as debt issuance costs in the form of the legal fee, underwriter’s fee, etc., and these costs are recognized as a reduction in the long-term borrowings in the consolidated balance sheets, and are being amortized over the term of the contract on a straight-line basis.

The Senior Secured Credit Facility contains certain financial maintenance covenants including consolidated net leverage ratio and consolidated fixed charge coverage ratio. In addition, this agreement contains restrictive covenants that may limit the Company’s ability to, among other things, acquire equity interests of the Company from its shareholders, repurchase / retire any of the Company’s securities, and pay dividends or distribute excess cash flow.

Additionally, the Company is required to submit periodic financial covenant letters that would include current net leverage ratio and fixed charge coverage ratio, among others. As of December 31, 2021, the applicable total leverage ratio and fixed charge coverage ratio were

3.0 and 1.25,

respectively, and

the Company was in compliance with these covenants.

The Company determined that the Term Loan is classified as Level 3 and the relevant fair values as of the year ended on December 31, 2021 and 2020 was approximately $182,192 and $152,538, respectively.

On April 23, 2020, the Company received proceeds from a loan in the amount of $10,000, bearing annual interest of 1% and due on April 24, 2022 (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company

evaluated the applicable accounting guidance relative to the PPP Loan and accounted for the proceeds of the PPP Loan as debt under ASC 470. On June 10, 2021, the Small Business Administration (“SBA”) approved the forgiveness

of

the full amount of the PPP Loan which included principal of $10,000. The Company recognized the reversal of the debt liability upon forgiveness of the PPP Loan as “Gain on extinguishment of debt” in its consolidated statements of operations and comprehensive loss during the year ended December 31, 2021.

As of December 31, 2021, the repayment schedule for the long-term borrowings was as follows:


Year ended December 31,
2022	$	5,625
2023		11,250
2024		11,250
2025		16,875
2026		140,000

Total*	$	185,000

*

Includes $5,625 repayable against the term loan facility within the twelve-month period ending December 31, 2022. The Company intends to draw against the available revolving facility to pay off term loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2021.

The long-term borrowings as of December 31, 2020, consisted of revolving credit of $42,600 and term loan facility of $137,950.

The Company entered into a revolving credit, guarantee and security agreement with a financial institution in July 2016, as amended in May 2017. The agreement

provided

for a maximum revolving advance amount of $50,000. In addition to $42,600 under this facility, the Company also had an outstanding letter of credit amounting to $7,272 as of December 31, 2020. The credit facility was fully secured by the financial institution with a first lien on the Company’s account receivables.

In July 2015, the Company entered into a term loan facility with a financial institution The term loan facility, as amended,

was for up to

$142,950, which

consisted

of a $70,000 initial term loan that was drawn at closing date, a $32,950 delay draw term loan and $40,000 in an incremental term loan commitment. As of December 31, 2020, the Company

had

an undrawn facility of $5,000, on the delay draw term loan. The Company

is

required to repay the principal balance and any unpaid accrued interest on the loans at the maturity date of July 29, 2022. The financial institution had a second lien on the account receivables of the Company and first lien on all the other assets.

The Senior Secured Credit Facility,

entered into

by the Company on February 3, 2021 was used to fully repay and terminate the revolver and the term loan facilities with a total payoff amount of $42,792 and $137,953, respectively.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 12—Commitments and Contingencies

Purchase obligations

The Company entered into

non-cancelable

vendor agreements to purchase services. As of December 31, 2021, the Company was party to outstanding purchase contracts as follows:


Year ended December 31,
2022	$	19,607
2023		20,917
2024		21,033
2025		5,700
2026		1,425
2027 and thereafter		—

Total	$	68,682

Lease commitments

The Company maintains leased offices in the United States of America, United Kingdom, India, Belgium and France. Deferred rent as of December 31, 2021 and 2020 was $2,508 and $2,652, respectively for these leases and is included in other current liabilities and noncurrent liabilities on the

consolidated balance sheets

. Commitments for the base rents are as follows:


Year ended December 31,
2022	$	3,023
2023		2,231
2024		2,015
2025		1,787
2026		1,599
2027 and thereafter		3,463

Total	$	14,118

The Company is a party to various litigation and administrative proceedings related to claims arising from its operations in the ordinary course of business including in relation to certain contingent purchase price obligations noted above. The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of these matters cannot be predicted with certainty, the Company’s management believes that the resolution of the matters will not have a material effect on the Company’s business, results of operations, financial condition, or cash flows.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

NOTE 13—Stock-Based Compensation

Stock-based compensation plan

In 2008, the Company adopted its 2008 Stock Option/Stock Issuance Plan, and, in 2017, adopted the Zeta Global Holdings Corp. 2017 Incentive Plan (collectively, the “Plans”).

The Plans permit the issuance of stock options, restricted stock and restricted stock units to employees, directors, and officers, consultants or advisors and non-employee directors of the Company. Options granted under the Plans expire no later than ten years from the grant date. Prior to the IPO, the restricted stock and restricted stock units granted under the Plans generally did not vest until a change in control, which did not include an initial public offering. Upon a change in control, restricted stock and restricted stock units vest as to

25%

of the shares with the balance of the shares vesting in equal quarterly installments following the change in

control over the remainder

of a five-year

term from the original date of grant. The restricted stock and restricted stock units will fully vest upon a change in control to the extent five years has passed from the original date of grant of the restricted stock or restricted stock units. Since the vesting of these awards was contingent upon the change of control event, which was not considered probable until it occurs, the Company did not record any stock-based compensation for such awards prior to the IPO. The stock-based compensation has been recognized following the vesting of restricted stock, restricted stock units and options as described below.

In the past, the Company has canceled certain restricted stock and in connection with such cancelation has issued restricted stock units to the holders of that restricted stock, with the same vesting conditions as restricted stock.

Restricted Stock and Restricted Stock Units

As noted above, the Company’s restricted stock and restricted stock units did not vest until a change of control. On March 24, 2021, the Company’s board of directors approved a modification in the vesting terms of its restricted stock and restricted stock unit awards. Pursuant to that approval, the existing restricted stock and restricted stock units were divided into three broad categories with different vesting conditions as follows:

a)

For the first category of holders, terms of the modification provide the holders an option to tender up to 20% of their outstanding awards to the Company in a

buy-back

program for a cash payout on the effective date of the IPO, with the remaining percentage of the awards subject to future vesting beginning at the end of the first quarter following the

one-year

anniversary of the IPO and extending for a period of four years thereafter.

b)

For the second category of holders, terms of the modification provide for vesting upon the effective date of the IPO as follows: (i) 25% of shares with an original grant date of less than five years prior to the IPO and (ii) 100% of shares with a grant date of five years or older. Post IPO, additional vesting is deferred for one year. Thereafter the remaining shares shall vest in equal quarterly installments at the end of each quarter until the fifth anniversary of the date of the original grant.

c)

For the third category of holders, terms of the modification provide for vesting to begin at the end of the first quarter following the

one-year

anniversary of the IPO, with such shares vesting in equal quarterly installments at the end of each quarter until the fifth anniversary of the date of the IPO.

The revised terms were communicated to the restricted stock and restricted stock unit holders.

The above modification was accounted for under the guidance in ASC

718-20-35-3.

Given the vesting of the modified awards contained a performance condition associated with the IPO, the Company had determined that the modification was considered

improbable-to-improbable

under ASC

718-20-55-118

through 119.

The restricted stock or restricted stock units that were tendered by the holders in the

buy-back

program for the first category of restricted stock and restricted stock units were liability classified and as such the expense related to these grants has been recognized based on the settlement price as of the date of IPO. In connection with the other two categories of holders, the Company will recognize compensation expense over the modified vesting terms, based on the fair value as of the date of modification. The portion of the awards subject to future service would remain classified as equity awards and expense would be recognized over the remaining future service period.

The following is the activity of restricted stock and restricted stock units granted by the Company:


	Shares		Weighted-Average Grant date fair value
Non-vested as of January 1, 2020		73,385,779	$	2.56
Granted		14,508,504		4.08
Vested		—		—
Forfeited		(1,990,313)		3.25

Non-vested as of December 31, 2020		85,903,970	$	2.80
Granted		10,672,347		8.38
Vested		(9,325,943)		11.03
Forfeited		(5,386,307)		9.52
Canceled		(16,655,197)		3.60
Modified		(68,986,297)		2.78
Modified and reissued		68,986,297		11.36

Non-vested as of December 31, 2021		65,208,870	$	10.86

(1)

During the year ended December 31, 2021, the Company granted 10,376,823 restricted stock and 295,724 restricted stock units to its employees and board members, of which 1,660,677 restricted stock and 98,993 restricted stock units were granted prior to March 12, 2021 and will be governed by the vesting rules described in a), b) and c) above. Remaining shares that were granted on or after March 12, 2021 shall vest over a period of four years, with 25% vesting on the

one-year

anniversary of the IPO and the remainder vesting in equal quarterly installments thereafter through the 4th anniversary of the grant date. The Company also converted 1,198,219 restricted stock into restricted stock units for certain employee related grants included in the canceled grants in the statements of changes in redeemable preferred stock and

s

toc

k

holders’

equity / (deficit) for the year ended December 31, 2021.

(2)	During the year ended December 31, 2021, the 5,365,379 restricted stock and 20,928 restricted stock units were forfeited.

(3)	During the year ended December 31, 2021, the Company also canceled 16,655,197 shares of restricted stock granted to holders of Series A redeemable convertible preferred shares (see Note 14 ).

Stock options

Following is the summary of transactions under the Company’s stock option plan:


	Number of options		Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value
Outstanding options as of December 31, 2019		1,220,110	$	3.61		6.29	$	—
Vested		(1,520)		8.99		—		—
Forfeited		(67,697)		2.41		—		—

Outstanding options as of December 31, 2020		1,150,893	$	3.61		5.31	$	3.89

Exercised		(31,985)		3.29		—		—
Forfeited		(231,246)		3.96		—		—

Outstanding options as of December 31, 2021		887,662	$	3.53		4.19		$5.28

The Company did not grant any options during the years ended December 31, 2021 and December 31, 2020. There was no unrecognized expense related to stock options as of December 31, 2021.

Performance Stock Unit (“PSU”) Award

On August 18, 2021, the Compensation Committee of the Board of Directors approved 1,500,000 PSU awards under the Company’s 2021 Incentive Award Plan. Upon achievement of the conditions described below, the PSUs could result in the issuance of up to 3,000,000 shares of Class A common stock. Each PSU represents the right to receive shares of Class A common stock as set forth in the PSU grant agreement or, at the option of the Company, an equivalent amount of cash. Participants have no right to the distribution of any shares or payment of any cash until the time (if ever) the PSUs are earned and have vested. Each PSU provides for the right to receive a dividend equivalent to the value of any ordinary cash dividends paid on substantially all the outstanding shares of Class A common stock if the PSUs are earned and vested.

The PSUs may be earned at the end of each fiscal quarter beginning with the three month period ending on June 30, 2022 and ending with, and including, the three month period ending on December 31, 2025. Such number of shares of Class A common stock shall be earned as a percentage of the PSUs granted, as set forth in the table below, based on the 20 day volume-weighted average closing price per share (“VWAP”) for such quarter. The number of PSUs earned for such quarter shall be reduced by the number of PSUs, if any, earned in any prior quarter.


20 Day VWAP of Class A common stock	Below $	10		$	10.00		$	12.50		$	15.00		$	18.50		$	22.00
Percentage of target PSUs		0	%		25	%		50	%		100	%		150	%		200	%

Upon being earned and subject to the participant’s continued service, PSUs will vest in three equal annual installments, with the first installment vesting on the date of determination for the applicable quarter for which such PSUs were earned, and the second and third installments vesting on the first and second anniversaries, respectively of such quarterly determination date, subject to accelerated vesting in connection with a change in control. In the event of participant’s termination of service for any reason, all unvested PSUs will immediately and automatically be canceled and forfeited, except, to the extent a participant is terminated without cause or resigns for good reason, (i) any PSUs earned for any quarter prior to the date of termination will fully vest, and (ii) any PSUs earned in the quarter in which the termination date occurs will fully vest.

The Company engaged a third-party valuation firm to determine the estimated fair value of the PSUs using the Monte Carlo simulation method, which was determined as $1.95 per PSU using the following assumptions.


	Year ended December 31, 2021
Dividend yield		0.0%
Risk free interest rate		0.06%
Volatility		51.0%

During the year ended December 31, 2021, the Company recognized an expense of $270 related to target PSUs during such period.

2021 Employee Stock Purchase Plan (“ESPP”)

During the year ended December 31, 2021, the Company adopted the 2021 Employee Stock Purchase Plan, or the 2021 ESPP. The Company expects that all of its employees will be eligible to participate (the “participants”) in the 2021 ESPP. The 2021 ESPP permits participants to purchase the Company’s Class A common stock through contributions up to a specified percentage of their eligible compensation. The maximum number of shares that may be purchased by a participant during any offering period

is

capped at 10,000. In addition, no employee will be permitted to accrue the right to purchase shares under the Section 423 component at a rate in excess of $25 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our Class A common stock as of the first day of the offering period).

On July 28, 2021, the Compensation Committee of the Board of Directors approved the Company’s first offering period under the 2021 ESPP, which commenced on August 1, 2021 and ended November 30, 2021. Following the end of the first offering period, the 2021 ESPP shall have consecutive offering periods of approximately six months in length commencing each year on December 1 and June 1 and ending on each May 31 and November 30 occurring six months later, as applicable.

During the year ended December 31, 2021, the Company recognized an expense of $482 at fair value of $2.16 per 2021 ESPP share for 152,689 shares, related to the enrollments under the first offering period that commenced from August 1, 2021 and ended on November 30, 2021 and $3.39 per 2021 ESPP share for 238,338 shares, related to the offering period that commenced from December 31, 2021 and will end on May 31, 2022.

The fair value of the 2021 ESPP was determined, based on the Black-Scholes-method, by a third-party valuation firm engaged by the Company using the following assumptions


	Year ended December 31, 2021
Dividend yield		0.0%
Risk free interest rate		0.06%
Volatility		66%

Unrecognized

stock-based

compensation

The Company has $540,431 of unrecognized

stock-based

compensation related to its 65,208,870 unvested restricted stock and restricted stock units, 1,500,000 performance stock units and common stock to be issued under the 2021 ESPP. This unrecognized stock-based compensation will be recognized over a weighted average period of 1.28 years.

Stockholders' Equity / (Deficit)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity / (Deficit)

NOTE 14—Stockholders’ Equity / (Deficit)

On February 24, 2021, the Company’s Board of Directors approved the correction of the conversion price of Series A redeemable convertible preferred shares held by certain

stockholders

and cancelation of 16,655,197 shares of restricted stock granted to these holders of Series A redeemable convertible preferred shares. The Board of Directors determined that the restricted shares were issued to those

stockholders

in order to avoid dilution of their ownership in the Company as a result of other grants of shares. It was further determined that the dilutive effect of those other restricted shares should have been addressed by an adjustment to the conversion price of the Series A redeemable convertible preferred shares. Therefore, the issuance of the restricted shares to these holders of the Series A redeemable convertible preferred shares was determined to be an error and were duplicative with the corrected calculation of the conversion price of Series A redeemable convertible preferred shares. The conversion price of these Series A redeemable convertible preferred stock was adjusted to $0.073587 from $0.59.

In connection with the Company’s IPO all the issued and outstanding redeemable convertible preferred shares were converted into the Company’s Class A common stock. Further, the issued and outstanding Series A and Series B common stock were also converted into Class A and Class B common stock.

The number of shares outstanding as of June 14, 2021 was 152,270,401 shares of Class A common stock and 37,856,095 shares of Class B common stock after giving effect to each of the Reorganization Transactions described in Note 1, as a result of the Company’s IPO.

Rights of Class A and Class B common stockholders:

The Company’s Amended and Restated Certificate of Incorporation defines the rights of the different classes of common stock as under:

•

Equal Status- Except as otherwise provided in the Certificate of Incorporation or required by applicable law, shares of Class A common stock and Class B common stock shall have the same rights, privileges and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets or winding up of the Company), share ratably and be identical in all respects and as to all matters.

•

Voting- Except as otherwise required by applicable law, at all meetings of stockholders and on all matters submitted to a vote of stockholders of the Company generally, each holder of Class A common stock, as such, shall have the right to one (1) vote per share of Class A common stock held of record by such holder and each holder of Class B common stock, as such, shall have the right to ten (10) votes per share of Class B common stock held of record by such holder.

•

Dividend Rights- Shares of Class A common stock and Class B common stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends as may be declared and paid from time to time by the Board of Directors of the Company.

•

Liquidation, Dissolution or Winding

Up-

Subject to the preferential or other rights of any holders of Preferred Stock then outstanding, upon the dissolution, distribution of assets, liquidation or winding up of the Company, whether voluntary or involuntary, holders of Class A common stock and Class B common stock will be entitled to receive ratably all assets of the Company available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such liquidation, dissolution, distribution of assets or winding up is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

Shares issued in connection with settlement of a dispute

In connection with a settlement of a dispute with a vendor, the Company issued 200,000 shares which it recorded as a General & Administrative expense in the consolidated statements of operations and comprehensive loss.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (d)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Warrants and Derivative Liabilities

12 Months Ended

Dec. 31, 2021

Warrants and Rights Note Disclosure [Abstract]

Warrants and Derivative Liabilities

NOTE 15—Warrants and Derivative Liabilities

The following assumptions were used to determine the fair value of the warrants and derivative liabilities for the year ended December 31, 2020:


	Year ended December 31, 2020
Stock price	$	7.56
Exercise price	$	0.01
Risk-free interest rate		0.09	%
Expected volatility		64.0	%
Time to maturity (in years)		0.63

In connection with the Company’s IPO, all the outstanding warrants were exercised by holders of those warrants and redeemable convertible preferred stock were converted to Class A common stock of the Company. The derivative liability that represented the conversion feature of certain redeemable convertible preferred stock has also been settled in the additional paid in capital upon the IPO.

For the year

s

ended December 31, 2021 and 2020, the Company recognized an expense related to changes in the fair value of such warrants and derivative liabilities of $5,000 and 28,100, respectively.

Fair Value Disclosures

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Disclosures

NOTE 16—Fair Value Disclosures

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include Level 1, Level 2 and Level 3 (See Note 2).

Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets;

Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table represents the fair value of the financial instruments measured at fair value on a recurring basis:


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents*	$	8,564	$	—	$	—	$	8,564

Total assets measured at fair value	$	8,564	$	—	$	—	$	8,564

Liabilities
Acquisition-related liabilities	$	—	$	—	$	22,957	$	22,957

Total liabilities measured at fair value	$	—	$	—	$	22,957	$	22,957


	As of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents*	$	12,257	$	—	$	—	$	12,257

Total assets measured at fair value	$	12,257	$	—	$	—	$	12,257

Liabilities
Derivative liability	$	—	$	—	$	38,400	$	38,400
Warrant liability		—		—		19,700		19,700
Acquisition-related liabilities		—		—		23,155		23,155

Total liabilities measured at fair value	$	—	$	—	$	81,255	$	81,255

*	Includes cash invested by the Company in certain money market accounts with a financial institution.

As of December 31, 2021 and December 31, 2020, the Company determined that the Term Loan is classified as Level 3 (see Note 11) and its fair value was

$182,192 and $152,538, respectively.

The following table reconciles the changes in the fair value of the liabilities categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2021 and 2020:


	Warrant liability		Acquisition- related liabilities		Derivative Liability
Balance as of January 1, 2020	$	8,000	$	23,416	$	22,000
Payments made during the year		—		(560)		—
Change in fair value		11,700		299		16,400

Balance as of December 31, 2020	$	19,700	$	23,155	$	38,400
Additions		—		12,008		—
Payments made during the year		—		(9,850)		—
Settlement during the year		—		(533)		—
Change in fair value		4,400		(1,823)		600
Extinguishment of the warrants and derivative liabilities		(24,100)		—		(39,000)

Balance as of December 31, 2021	$	—	$	22,957	$	—

In connection with certain business combinations, the Company may owe additional purchase consideration (contingent consideration included in the acquisition-related liabilities) based on the financial performance of the acquired entities after their acquisition. The fair value of the contingent consideration was determined using an unobservable input such as projected revenues, collections of accounts receivables. Changes in any of the assumptions related to the unobservable inputs identified above may change the contingent consideration’s fair value.

- 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

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 17—Related Party Transactions 1. Caivis Acquisition Corp. II, Caivis Acquisition Corp. IV, Caivis Investment Company V, LLC and Caivis Investment Company VI, LLC (collectively, the “Caivis Group”) are entities owned by many of the same stockholders of the Company. In addition, the Chief Executive Officer of the Company owns a controlling interest in the Caivis Group. On April 9, 2012, the Company amended its agreement with the Caivis Group, whereby the Caivis Group will provide support for general administrative and corporate development activities, including sourcing and evaluating potential partners and acquisition targets to the Company for $2,000 per year. This agreement with the Caivis Group was terminated on December 31, 2019 and therefore no such expenses are incurred during the year ended December 31, 2021 and December 31, 2020. As of December 31, 2020, the Company had outstanding payables of $533 to the Caivis Group included in the “accounts payable and accrued expenses” in the consolidated balance sheets. During the year ended on December 31, 2021, the Company paid an amount of $533 and as such there is no outstanding payable to the Caivis Group as of December 31, 2021. 2. Casting Made Simple Corp. (“CMS”) is an entity owned by the Caivis Group and the Chief Executive Officer’s spouse. On December 28, 2018, the Company entered into an agreement with CMS to monetize traffic generated through websites owned by CMS and give a profit share to CMS. The Company recognized $249 and $342 for the year ended December 31, 2021 and December 2020, respectively as direct cost of revenues in the consolidated statements of operations and comprehensive loss, representing the profit shared by the Company with CMS. As of December 31, 2021 and December 31, 2020, the Company had outstanding payables of $20 and $70, respectively to CMS and included in the “accounts payable and accrued expenses” in the consolidated balances sheets. 3. Prior to acquisition, Kinetic Data Solutions, LLC (“Kinetic”) was an entity in which Caivis group was the majority shareholder. On September 9, 2020, the Company entered into an agreement with Kinetic, wherein the Company appointed Kinetic as a reseller of its email marketing services to Kinetic’s customers. The Company recognized $129 and $353 under this contract during the year ended December 31, 2021 and December 31, 2020, respectively. As of December 31, 2020, the Company had outstanding receivables of $353, in the consolidated balance sheets. 4. The Company had an outstanding long-term debt of $137,950 as of December 31, 2020 from investors in Series E-1 redeemable convertible preferred stock. During the year ended on December 31, 2020, the Company has recognized an interest expense of $12,605, respectively on this debt. The redeemable convertible preferred stock as of December 31, 2020 were converted into common stock upon the IPO and as such there were no such redeemable convertible preferred stock as of December 31, 2021. Further, this loan amount was repaid in full as part of Company’s refinancing in February 2021. (see Note 11).

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 18—Income Taxes

The components of loss before the (benefit) / provision for income taxes is as follows;


	Year ended December 31,
	2021			2020		2019
Domestic operations	$	(253,462	)	$	(54,885)	$	(40,492)
Foreign operations		3,301			2,579		3,036

Loss before income taxes	$	(250,161)		$	(52,306)	$	(37,456)

Current and deferred income taxes / (benefits) on loss from continuing operations are as follows;


	Year ended December 31,
	2021		2020
Current
Federal	$	—	$	(22)
State and local		97		125
Foreign		1,790		911

Total current income taxes	$	1,887	$	1,014

Deferred:
Federal	$	(1,422)	$	21
State and local		(460)		—
Foreign		(603)		(116)

Total deferred income benefits		(2,485)		(95)

Income tax (benefit) / provision	$	(598)	$	919

Significant components of the Company’s net deferred tax assets/(liabilities) are as follows:


	Year ended December 31,
	2021		2020
Deferred tax assets:
Accounts receivable reserve	$	273	$	466
Accrued payroll		4,990		1,771
Net operating loss carry forward		44,675		39,135
Stock-based compensation		24,586		73
Interest limitation carry forward		6,012		5,609
Fixed assets		1,158		—
Intangible assets		7,891		6,782
Capital losses		1,170		1,172
Accrued expenses and other		1,220		963

	$	91,975	$	55,971


	Year ended December 31,
	2021			2020
Less: Valuation allowance		(86,210	)		(52,089	)

Deferred tax assets	$	5,765		$	3,882

Deferred tax liabilities:
Fixed assets		(14	)		(612	)
Deferred state income tax and other		(4,795	)		(2,904	)

Deferred tax liabilities:		(4,809	)		(3,516	)

Net deferred tax assets	$	956		$	366

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss and tax credit carry forwards. The recognition of a valuation allowance for deferred taxes requires management to make estimates and judgments about the Company’s future profitability which is inherently uncertain. The Company assesses all available positive and negative evidence to determine if its existing deferred tax assets are realizable on a

more-likely-than-not

basis. In making such an assessment, the Company considered the reversal of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operating results. The ultimate realization of a deferred tax asset is dependent on the Company’s generation of sufficient taxable income within the available net operating loss carryback and/or carryforward periods to utilize the deductible temporary differences. Based on the weight of available evidence including three-year cumulative

pre-tax

losses, the Company continued to conclude that its U.S. deferred tax assets are not realizable on a

more-likely-than-not

basis and that a full valuation allowance is required. During 2021, the Company’s valuation allowance increased by $34,121.

The following table reconciles the changes in the valuation allowance for the years ended December 31, 2021 and 2020:


Balance as of January 1, 2020	$	(44,684	)
Increase due to current year pre-tax loss		(7,396	)
Others		(9	)

Balance as of December 31, 2020		(52,089	)
Increase due to current year pre-tax loss		(34,127	)
Others		6

Balance as of December 31, 2021	$	(86,210	)

The difference between the federal statutory rate of 21% and the Company’s effective tax rate is summarized as follows:


	December 31, 2021			December 31, 2020

U.S. federal statutory rate		21.0	%		21.0	%
State income taxes		4.6	%		2.5	%
Other permanent differences		—			(0.4	)%
Non-deductible stock compensation		(3.2	)%		—
Non-deductible officer’s compensation		(8.1	)%		—
Change in fair value of warrant and derivative liability		(0.4	)%		(11.2	)%
Change in valuation allowance		(13.7	)%		(14.1	)%
State change in tax rate		—			(0.1	)%
Net effect of foreign operations		—			(0.2	)%
Other		—			0.8	%

Effective tax rate		0.2	%		(1.7	)%

For the year ended December 31, 2021, the income tax benefit of $598 relates primarily to (i) the partial release of the Company’s U.S. valuation allowance as certain business combinations consummated during 2021 created a source of future taxable income, offset by

(ii) an income tax provision for foreign taxes. For the year ended December 31, 2020, the Company recorded an income tax provision of $919 primarily related to foreign income taxes.

As of December 31, 2021, the Company ha

d

U.S. federal net operating loss carryforwards of approximately $159,346 of which $21,400 are subject to an annual limitation pursuant to IRC Section 382. Approximately, $112,024 of U.S. federal net operating loss carryforwards expire in varying amounts during 2031 to 2037, if not utilized. These net operating losses are available to offset 100% of future taxable income. The remaining $47,322 of U.S. federal net operating loss may be carried forward indefinitely but are only available to offset 80% of future taxable income.

In addition, the Company ha

d

state net operating losses of $142,862 which will expire in varying amounts during 2023 through 2041, if not utilized. The Company also ha

d

federal capital loss carryforwards of $4,179 as of December 31, 2021. Capital loss carryforwards are only available to offset capital gain income and will expire in 2023 if not utilized.

As of December 31, 2021, the Company ha

d

federal deferred interest carryforwards under IRC Section 163(j) of $20,853. This deferred interest may be carried forward indefinitely but is limited to 30% tax adjusted EBIT.

The Company plans to continue to reinvest foreign earnings indefinitely outside the United States. If these future earnings are repatriated to the United States, or if the Company determines that such earnings will be remitted in the foreseeable future, the Company may be required to accrue applicable withholding taxes. However, it does not expect to incur any significant additional taxes related to such amounts.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows:


Balance as of January 1, 2020	$	281
Increase in tax positions for current / prior periods		(40	)

Balance as of December 31, 2020		241
Increase in tax positions for current / prior periods		(18	)

Balance as of December 31, 2021	$	223

As of December 31, 2021, the accrued amount of interest and penalties was $55. The Company records both accrued interest and penalties related to income tax matters in the income tax provision in the accompanying consolidated statements of operations and comprehensive loss. The Company does not expect its unrecognized benefits to materially change over the next 12 months.

The Company, or one of its subsidiaries, files its tax returns in the U.S. and certain state and foreign income tax jurisdictions with varying statutes of limitations. The earliest years’ tax returns filed by the Company that are still subject to examination by the tax authorities in the major jurisdictions are as follows.


Jurisdiction	Tax Year
U.S		2018
Czech Republic		2018
France		2018
India		2019
Mexico		2017
UK		2020

- Definition

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

+ References

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

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

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

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

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

+ Details

401(k) Defined Contribution Plan	12 Months Ended
401(k) Defined Contribution Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
Defined Benefit Plan [Text Block]	NOTE 19—401(k) Defined Contribution Plan The Company maintains a tax-qualified 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. During the years ended December 31, 2021 and 2020, the Company accrued employees’ eligible contributions according to the 401(k)-plan document which totaled to $1,050 and $928, respectively. The amount of contributions related to the year ended December 31, 2020 was fully paid during 2021.

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

NOTE 20—Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share is computed using the

two-class

method, by dividing the net loss

by the weighted-average

number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including redeemable convertible preferred stock, outstanding stock options, warrants, to the extent dilutive, and reduced by the amount of cumulative dividends earned on the preferred shares. However, the unvested restricted stock, restricted stock units and performance stock units as of December 31, 2021 and 2020 of

66,708,870

and

85,903,970

,

respectively, are

not considered as participating securities and are anti-dilutive and as such are excluded from the weighted average number of shares used for calculating basic and diluted net loss per share. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive.

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented:


	Year ended December 31,
	2021		2020		2019
Numerator:
Net loss	$	(249,563)	$	(53,225)	$	(38,465)
Cumulative redeemable convertible preferred stock dividends		7,060		19,571		17,278

Numerator for Basic and Dilutive loss per share – loss available to common stockholders	$	(256,623)	$	(72,796)	$	(55,743)
Denominator:
Class A common stock		61,972,951		—		—
Class B common stock		10,143,209		—		—
Series A common stock		11,904,161		26,108,723		24,848,615
Series B common stock		1,372,351		3,054,318		3,054,318
Warrants		1,539,519		3,426,368		3,676,368
Denominator for Basic and Dilutive loss per share – weighted-average common stock		86,932,191		32,589,409		31,579,301
Basic loss per share	$	(2.95)	$	(2.23)	$	(1.77)
Dilutive loss per share	$	(2.95)	$	(2.23)	$	(1.77)

Since the Company was in a net loss position for all periods presented, basic loss per share calculation excludes redeemable convertible preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive.

Anti-dilutive weighted-average common equivalent shares were as follows:


	Year ended December 31,
	2021		2020		2019
Options		940,653		1,106,220		1,266,291
Warrants		—		1,973,763		1,973,763
Preferred stock		—		39,223,194		39,223,194
Restricted stock and restricted stock units		70,650,049		85,903,970		73,385,779
Performance stock units		558,904		—

Other (income) / expenses

12 Months Ended

Dec. 31, 2021

Other Income and Expenses [Abstract]

Other Income and Other Expense Disclosure [Text Block]

NOTE 21—Other (income) / expenses

The components of other (income) / expenses are detailed as follows:


	Year ended December 31,
	2021		2020		2019
Change in the fair value of acquisition-related liabilities	$	(1,828)	$	299	$	1,687
Loss / (gain) on sale of assets		266		(412)		(1,802)
Foreign currency translation loss / (gain)		1,283		(13)		354

Total other (income) / expenses	$	(279)	$	(126)	$	239

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 22—Subsequent Events

On February 23, 2022, the Compensation Committee of the Board of Directors approved the grant of

1,979,500

PSUs awards to certain employees. Upon achievement of the certain market conditions described below, the PSUs could result in the issuance of up to

7,438,500

shares of Class A common stock based on the following tiered schedule:


20 Day VWAP of Class A common stock	Below $	13.84	$	13.84	$	16.34	$	18.84	$	22.34	$	25.34	$	38.09
Percentage of target PSUs		0%		25 %		50 %		100 %		150 %		200 %		*

*	The percentage of target PSUs earned at $38.09 for each participant ranges between 300% and 500%.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Principles of Consolidation

(a)	Principles of consolidation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

(e)	Revenue recognition: