As filed with the Securities and Exchange Commission on January 14, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BASIS GLOBAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			7370 (Primary Standard Industrial Classification Code Number)			36-4476242 (I.R.S. Employer Identification Number)

11 E. Madison Street, 6th Floor

Chicago, IL 60602

(312) 423-1565

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Shawn Riegsecker

Chief Executive Officer

11 E. Madison Street, 6th Floor

Chicago, IL 60602

(312) 423-1565

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to


Mark Stevens, Esq. David K. Michaels, Esq. James D. Evans, Esq. Michael S. Pilo, Esq. Eli Curi, Esq. Fenwick & West LLP 801 California Street Mountain View, CA 94041 (650) 988-8500			Dave Peinsipp Rachel Proffitt Kristin VanderPas Denny Won Christina Roupas Cooley LLP 444 W. Lake Street, Suite 1700 Chicago, IL 60606 (312) 881 6500

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☐

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

If applicable, place an in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Title of each class of securities
to be registered

Proposed maximum aggregate

offering price(1)(2)

Amount of
registration fee

Class A common stock, par value $0.0001 per share

$100,000,000

$9,270

(1)Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

(2)Includes the aggregate offering price of additional shares that the underwriters have the option to purchase from us.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2022

Class A Common Stock

This is the initial public offering of shares of Class A common stock of Basis Global Technologies, Inc.

We are offering shares of our Class A common stock and the selling stockholders named in the prospectus are offering shares of our Class A common stock. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders. We will, however, bear a portion of the costs associated with the sale of shares by the selling stockholders, other than underwriting discounts and commissions.

Prior to this offering, there has been no public market for our shares of Class A common stock.

It is currently estimated that the initial public offering price per share will be between $ and $ . We have applied to list our Class A common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “BASI.”

Upon the completion of this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be identical, except with respect to voting and conversion rights. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to 10 votes per share and will be convertible into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately % of the voting power of our outstanding capital stock immediately following the completion of this offering, with our directors, executive officers, and 5% stockholders and their respective affiliates, holding approximately % of the voting power of our outstanding capital stock immediately following the completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares of our Class A common stock from us.

We are an emerging growth company under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 23.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling stockholders	$	$

________________

(1)See “Underwriting” for additional disclosure regarding the estimated underwriting discounts and commissions and estimated offering expenses.

We have granted the underwriters the option for a period of 30 days to purchase up to additional shares of our Class A common stock from us at the initial public offering price less the underwriting discounts and commissions.

The underwriters expect to deliver the shares against payment in New York, New York on , 2022.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Goldman Sachs & Co. LLC

BofA Securities

RBC Capital Markets

BMO Capital Markets

Stifel

Needham & Company

Loop Capital Markets

Academy Securities

C.L. King & Associates

Ramirez & Co., Inc.

Siebert Williams Shank

, 2022

Table of Contents

Table of Contents

Table of Contents

TABLE OF CONTENTS


			Page
Trademarks, Trade Names And Service Mark			ii
Industry And Market Data			iii
Prospectus Summary			1
Risk Factors			23
Forward-Looking Statements			61
Use Of Proceeds			63
Dividend Policy			64
Capitalization			65
Dilution			69
Management’s Discussion And Analysis Of Financial Condition			73
Founder’s Letter			104
Business			107
Management			123


			Page
Executive Compensation			130
Certain Relationships And Related-Party Transactions			142
Principal and Selling Stockholders			143
Description Of Capital Stock			145
Shares Eligible For Future Sale			151
Material U.S. Federal Income Tax Considerations			154
Underwriting			158
Legal Matters			168
Experts			168
Where You Can Find More Information			168
Index To Financial Statements			F-1
Part II Information Not Required In Prospectus			II-1

Through and including , 2022 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholders nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock.

For investors outside the United States: Neither we, the selling stockholders nor any of the underwriters have done anything that would permit our initial public offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside the United States.

Table of Contents

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Basis and Basis’s subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable ®, TM and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these.

Table of Contents

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, is based on information from various sources, including our own estimates, as well as assumptions that we have made that are based on such data and other similar sources, and on our knowledge of the market for our products and services. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market position, market opportunity, and market size information included in this prospectus is generally reliable, information of this sort is inherently imprecise. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

This prospectus contains statistical data, estimates, and forecasts that are based on publications or reports generated by third parties such as eMarketer, Statista, App Annie, Digiday, IDC and Forrester Research, Inc. (“Forrester”), or other publicly available information, as well as other information based on our internal sources, and including the following reports that we commissioned:

•Report prepared by Forrester titled The Total Economic Impact of Centro Basis, published in June 2019; and

•Report prepared by Digiday titled State of the Industry: Taking the Pulse of the Digital Workforce, published in 2016.

iii

Table of Contents

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Basis,” “the company,” “we,” “us” and “our” in this prospectus refer to Basis Global Technologies, Inc. and its consolidated subsidiaries.

BASIS GLOBAL TECHNOLOGIES, INC.

Overview

Our internally-developed Software-as-a-Service (“SaaS”) platform is composed of a suite of integrated applications that automate manual operations, standardize business processes, and improve marketing and advertising performance. We provide customers a comprehensive selection of unique buying methods across all channels and devices, utilizing all major creative types and formats. Our software creates a single system of record, seamless team collaboration and actionable data-driven insights yielding material gains in productivity and increased profitability for our users.

Our platform is composed of the following key elements:

•Comprehensive workflow automation software that provides end-to-end functionality by connecting disparate third-party applications and streamlining disconnected workflows, including omni-channel activation, reporting, communication and collaboration, vendor management, data management, verification, measurement, contract and billing reconciliation, etc.

•Award-winning media buying execution platform that powers the planning, execution, and measurement of advertising campaigns for our customers. Our omni-channel platform is rich in capabilities spanning across desktop, mobile, connected television (“CTV”), linear TV, audio, search, and social media.

•Powerful artificial intelligence (“AI”) engine that optimizes marketing performance in real-time by ingesting more than 30 unique and non-personally identifiable parameters.

The media buying process is complex – often involving multiple stages, dozens of teams, and several third-party vendors to manage the end-to-end process. According to a 2016 Digiday report commissioned by us, approximately half of media professionals are switching between software platforms more than eleven times per day and approximately a quarter are switching between platforms more than 21 times per day. These factors create natural inefficiencies causing advertisers to seek solutions that provide an enhanced user experience and improve daily output. Our platform addresses this pent-up industry demand by serving as a centralized interface that connects all of the stages of media buying – from campaign planning, purchase execution, measurement, all the way through to contract and billing reconciliation. Our industry-recognized and AI-driven platform enables marketing enterprises to optimize paid marketing performance automatically thereby enhancing their return on ad spend.

Our broad base of customers ranges from mid-market advertising agencies and holding companies to Fortune 500 global brands. We have a diverse customer base spanning various industries and no significant customer concentration. In the past five years no individual customer represented more than 5% of our revenue. Our customers choose between our Managed Activation and Self-Service solutions, depending on specific needs. Through our Managed Activation business, our dedicated team of digital media experts utilize our comprehensive software platform to support our customers across the digital advertising life cycle, including campaign strategy and execution, data management, and industry-focused training and education. Our Self-Service offering includes our

Table of Contents

workflow automation software and media purchase execution capabilities, which is used directly by marketers and their advertising agencies to centralize the planning, buying, measurement, reporting and billing of advertising activities across programmatic and traditional channels.

Due to the mission critical nature of our offering, we enjoy best-in-class net dollar retention rates compared to a peer group of publicly-traded enterprise and business-to-business (“B2B”) software companies that disclose net dollar retention rates, have a similar revenue model, including specifically a usage-based revenue model or other comparable growth model and incorporate cloud-based technology with respect to workflow tools and platforms for business management. Net dollar retention rates for our Self-Service business have increased from 96% as of December 2019 to 118% as of December 2020 to 169% as of September 2021, on a trailing 12-month basis.

We believe there is significant market opportunity within the global digital advertising industry. eMarketer estimates that the market will expand from $378 billion in 2020 to approximately $700 billion by 2025, representing a 13% compounded annual growth rate. We believe that digital advertising will continue to capture an increased share of total media dollars in the future driven by a number of industry trends including digital media consumption habits, increased complexity, opportunity for intelligent process automation, rise of programmatic advertising, proliferation of mobile applications, growth in e-commerce, and increased regulatory and consumer privacy concern.

The momentum in our business has been led by the strength of our differentiated and scalable software platform. We offer our software platform under a SaaS business model that incorporates usage-based pricing and, to a lesser extent, seat-based licensing fees. For the fiscal years ended December 31, 2020 and December 31, 2019, our total revenues were $387.6 million and $384.0 million, respectively. For the nine months ended September 30, 2021 and September 30, 2020, our total revenues were $361.9 million and $242.7 million, respectively. For the fiscal years ended December 31, 2020 and December 31, 2019, we had net income of $3.2 million and net loss of $6.9 million, respectively. For the nine months ended September 30, 2021 and September 30, 2020, we had net income of $27.1 million and net loss of $9.9 million, respectively. For the fiscal years ended December 31, 2020 and December 31, 2019, we had gross profit of $118.9 million and $97.1 million, respectively. For the nine months ended September 30, 2021 and September 30, 2020, we had gross profit of $117.1 million and $65.6 million, respectively.

Our management and board of directors use Contribution ex-traffic acquisition costs (“TAC”), a non-GAAP metric, as a key profitability measure. Gross profit is the most comparable U.S. GAAP measurement, which is calculated as revenue less cost of revenue. We calculate Contribution ex-TAC by adding back all costs of revenue other than TAC to gross profit. We define Contribution ex-TAC Profit Margin as our gross profit as a percentage of Contribution ex-TAC. For the fiscal year ended December 31, 2020, our Contribution ex-TAC was $159.3 million, representing an increase of 15.6% over our Contribution ex-TAC of $137.8 million for the fiscal year ended December 31, 2019, and our Contribution ex-TAC Profit Margins for the fiscal years ended December 31, 2020 and December 31, 2019 were 75% and 70%, respectively. For the nine months ended September 30, 2021, our Contribution ex-TAC was $149.8 million, representing an increase of 57% over our Contribution ex-TAC of $95.4 million for the nine months ended September 30, 2020, and our Contribution ex-TAC Profit Margins for the nine months ended September 30, 2021 and September 30, 2020 were 78% and 69%, respectively. We also believe that there is greater operating leverage to be realized as we continue to pursue our strategic initiatives.

We believe that our operational discipline and innovative technology foundation will allow us to continue to invest for growth in order to scale our company. See “Summary Historical and Pro Forma Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our non-GAAP numbers and a reconciliation to the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”).

Table of Contents

Our Industry

We believe the following factors play a significant role in shaping our ecosystem:

Increasing Complexity in the Digital Advertising Ecosystem

The complexity and challenges of executing and managing digital advertising campaigns has grown exponentially over the years. This has created undue strains and burdens on marketing organizations and teams leading to higher labor costs, increased workforce turnover, deteriorating unit economics, decreasing levels of customer service, lower efficacy of paid advertisements, reduced gross margins, and declining profitability. As new channels and formats are introduced, new supplemental and peripheral technologies and solutions are brought forth, creating a need for new skillsets, guidelines, rules, and standards for marketers to consider and implement.

•Continued Growth in Digital Media Consumption: The target audiences for marketers continue to allocate an increasing amount of their time and attention online for social, personal, business, and purchasing needs. We believe that the COVID-19 pandemic and the subsequent work-from-home and shelter-in-place orders accelerated adoption of online activities that were previously conducted offline.

•Growth of Point Solutions: Today, marketers must have a well-rounded and sophisticated approach to their digital marketing endeavors which is guided by a wide range of influencing factors including advertising & promotion, content & audience experience, creative displays across diverse social & mobile platforms, commerce & sales, data capture & management, and operations. Marketers need to cobble together a significant number of disparate, point solutions to effectively buy and optimize across the broad spectrum of media outlets each having their own unique specifications and pricing methodologies which need to be tracked and accounted for. Marketers are typically dealing with over 8,000 distinct point-solutions that feed into the broader advertising ecosystem today, significantly up from under 2,000 point-solutions in 2015. According to a 2016 Digiday report commissioned by us, approximately half of media professionals are switching between software platforms more than eleven times per day and approximately a quarter are switching between platforms more than 21 times per day. These various stages and people involved create natural inefficiencies causing advertisers to seek solutions that improve daily output.

Opportunity for Intelligent Process Automation

Brands, agencies and publishers continue to feel the pressure to become more strategic, creative, and innovative in order to capture consumer attention through paid media. Given the increasingly intense complexity, the digital advertising buying industry is keen for further automation to drive productivity and campaign performance, particularly as new technologies and solutions are introduced and become prominent within the industry.

•Complexity Creates Need for Automation: Marketers face the challenge of identifying and vetting point-solutions across multiple dimensions, including but not limited to whether a point solution: solves for the primary business need; replaces or enhances existing software solutions; is interoperable with existing software and systems; protects proprietary data; creates duplication in reporting results; and – finally – improves business results. This complexity creates the need for continual review and analysis, and forces increased investment, which impacts marketers’ bottom lines. We believe the only way through the crucible of industry complexity, disconnection, and fragmentation is through delivering comprehensive software solutions that consolidate media choices, creative executions, buying methods, pricing models, and disparate point-solution applications into a unified, intelligent enterprise-grade automation platform.

•Increasing Importance of Programmatic: Programmatic advertising is the use of software and algorithms to match buyers and sellers of digital advertising in a technology-driven marketplace. It is becoming increasingly prominent in the digital advertising industry, as publishers and advertisers prefer that their bids/asks for digital ad inventory be completed in an efficient and automated manner. Programmatic ad buyers and trading platforms benefit from consistent access to quality inventory and decisioning data to improve purchasing decisions and increase return on ad spend. Furthermore, advertisers value having a single, unified data source that they can leverage to help make real-time decisions on programmatic ad placements across all channels and formats. The movement of advertising from manual rate cards to

Table of Contents

programmatic and automated ad buying is akin to how the equities and commodities market have transitioned from paper transactions on trading floors to automated electronic trading.

Our Market Opportunity

We believe that we will continue to benefit from a confluence of growth trends impacting our ecosystem.

Continued Growth in Digital Advertising Spend. Fueled by the expansion of e-commerce and consumer-driven online activity, digital advertising continues to accelerate. According to eMarketer, global digital advertising spend was $378 billion in 2020 and is expected to grow to $700 billion by 2025 at a 13% compound annual growth rate. We estimate our directly addressable market, including spend in media and marketing software, was $33 billion as of 2020 and believe it will continue to grow. As agencies, brands, and publishers extend their audience reach through additional media and formats, digital advertising channels are expected to outpace growth of total global traditional media ad spend. The digital advertising market has also proven that it can remain resilient and grow during periods of economic weakness. For example, despite the effects of the COVID-19 pandemic, digital advertising spend grew 12% year-over-year in 2020, according to eMarketer. We believe the principal growth trends within the digital media advertising market are as follows:

•Increasing share of programmatic spend: Programmatic advertising continues to grow as the preferred transactional channel within digital media activation, with global programmatic advertising spend increasing from $134 billion in 2020 to $262 billion in 2025, representing a 14% compound annual growth rate, according to IDC. eMarketer predicts that by 2023, programmatic ad spending will represent 91% of US digital display ad spend. We believe that the programmatic segment will continue to gain market share within digital advertising due to the benefits it offers such as enhanced audience targeting, attribution, measurement, and improved customized campaign management workflow solutions.

•The rise of Connected TV : The TV industry is undergoing significant disruptions with CTV adoption increasing as a preferred method for streaming video content. As recently as 2018, linear TV ad spend had dominant market share compared to CTV in the U.S. Further, linear TV represented 94% of TV ad dollars, or $72.4 billion, compared to 6%, or $4.4 billion for CTV in 2018. According to eMarketer, in the coming years advertisers are expected to shift more ad dollars towards where consumers are spending the most time, shifting the balance away from linear TV and towards CTV. By 2025, CTV is expected reach $27.5 billion of ad spend in the U.S., a 25% compound annual growth rate from 2020, and will constitute 29.4% of TV ad spend dollars. Further innovation in CTV formats and monetizing beyond interstitial spots and breaks requires more sophisticated solutions and will continue to drive increase in demand.

•Proliferation of mobile devices: Smartphone users are increasingly relying on their devices to do more. The average U.S. user spending 4.1 hours per day on mobile devices in 2021, up from 3.9 hours in 2020, according to eMarketer. According to data from App Annie and eMarketer, over 218 billion apps were downloaded in 2020, up 7% from 2019. Further, the average smartphone user in the U.S. spends 79% of their time on mobile apps. As a result, the share of mobile advertising has grown to 75% of all global digital advertising spend in 2021, up from 73% in 2020, according to eMarketer.

•Unprecedented growth in Digital Commerce: Consumers spent $762.7 billion online with U.S. merchants in 2020, demonstrating an incredible 31.8% year over year growth, according to the U.S. Department of Commerce. To capture the growth opportunity arising from e-commerce activity, marketers are expected to spend $22.5 billion on advertising on e-commerce sites and apps in 2021, according to eMarketer. By the end of 2021, e-commerce channel advertising is estimated to represent 13.2% of US digital ad spend.

Heightened Demand for Intelligent Process Automation: According to a Statista report, the global Intelligent Process Automation market is forecasted to be a $20 billion market in 2021 and projected to grow to $34 billion in 2023, implying an annual growth rate of 30%. This includes spend related to robotic process automation, intelligent process automation, and artificial intelligence automation. These processes involve self-learning systems that improve through data mining, pattern recognition, and data analysis to make better decisions. As the digital advertising industry continues to evolve with next-generation mediums, formats, and channels, we believe there will be an increasing need to consolidate, streamline, and automate media purchasing processes.

Table of Contents

Our Platform

We built our workflow automation software to serve as the core of our customers’ business operations. Our cloud-based applications and services support media and marketing professionals to effectively compete in an intensifying digital media landscape and operate with a holistic picture of their businesses.

Our workflow automation software is purpose-built to address the industry’s decades-old problem of disconnected tools and siloed teams. Our scalable technology platform, offering a modern and intuitive user experience, is designed to be the central operating system for the customers we serve. Our workflow automation software enables smoother interaction and collaboration through proprietary messaging tools and provides customers with enhanced ability to make data-driven business decisions using accurate data from a wide variety of sources, in real-time. We also bring to our customers significant domain expertise in the field of media buying, ranging from strategy to execution.

We designed our platform to enable brands, agencies, and publishers to build and operate a healthy, secure, efficient, and profitable advertising organization. Our workflow automation software has been built from the ground-up on a modern and highly adaptive foundation of state-of-the-art technology capabilities, drawing on our years of industry experience and continuous innovation with over $130 million invested in R&D personnel over the past 10 years.

Mission-Critical Enterprise Software that Customers Can Run Their Businesses On

Our software and services enable customers to address the evolving and resource-intensive complexities of managing their digital advertising operations. We empower our customers with a comprehensive set of tools and functionalities, including workflow automation, forecasting and reporting, to make informed decisions and optimally allocate resources throughout their organizations.

An independent Total Economic ImpactTM (“TEI”) study was conducted by Forrester in June 2019, commissioned by us, to assess the potential benefits enterprises may realize by deploying our workflow automation software. The study found that organizations included in the Forrester survey achieved cost efficiencies of 35% through automation and tool/process consolidation, and that new client wins and improved campaign delivery and performance tracking increased income by 12%. Furthermore, Forrester identified additional unquantifiable benefits in the form of increased employee skills and satisfaction and improved digital advertising campaigns and analytics.

Our Innovative, Comprehensive Software Allows Customers to Take Control of their Daily Workflows

By providing compelling benefits from increased efficiencies, we believe that our software platform becomes a critical part our customers’ daily operations. We offer our customers a wide range of differentiated capabilities, including but not limited to, the below:

End-to-End Process and Workflow Automation

The internal workflows for media buyers have traditionally been a highly cumbersome and manual process requiring multiple stages and complicated order processes. We offer an intuitive, easy-to-use platform that significantly reduces manual processes through intelligent process automation and assists users to efficiently perform a range of day-to-day activities including, creating and revising media plans, managing contract approvals, negotiating and executing planned campaigns, and granularly analyzing campaign performance.

Integrated, Omni-Channel, and Intelligent Demand Side Platform (“DSP”)

We believe that our proprietary media buying execution platform, built within our workflow automation software, is the fullest-featured programmatic buying technology in the industry. We have been named the #1 DSP according to G2, a global technology review service, for the last seventeen consecutive quarters as of September 2021.

Table of Contents

Our media buying execution platform allows users to execute campaigns across all prominent channels and formats, including mobile, video, display, audio, CTV, native, search, and social, creating seamless and integrated experiences for their target audiences.

We allow media buyers to combine highly sophisticated targeting and predictive analytics capabilities with access to the industry’s leading ad exchanges. Our expansive offering provides access to over 25,000 audience segments from more than 30 different data providers, allowing flexible and intuitive inventory and data targeting options.

Users can generate better outcomes for their campaigns by leveraging our workflow automation software’s AI engine to automatically analyze data from dozens of campaign parameters to optimize towards desired campaign outcomes.

Remote Collaboration and Secure Cloud Storage

We seamlessly connect media and marketing teams whether they are working beside each other or in disparate locations. Throughout the COVID-19 pandemic, our cloud-based software supported our customers in maintaining business continuity while transitioning to a remote work paradigm.

Frictionless collaboration is facilitated by a secure and integrated message center within our workflow automation software. Our workflow automation software allows users to interact with their clients, vendors, and coworkers via a single application and serves as a centralized repository for all internal and external correspondence.

Our workflow automation software also offers secure, unlimited cloud storage for customers to store and share all their key assets, including campaign documents, creative assets, image files, and video advertisements.

Smart Vendor Relationship Management

We offer an extensive vendor information and contact directory that allows our customers the flexibility to access our pre-populated lists of media and advertising vendors or upload their own vendor information and contacts to our platform. Our curated list comes with a rich set of information on each vendor, including historical performance, inventory availability, cost estimates, vendor-supplied materials, contacts, past communications, and billing information. The ready access to a large and comprehensive vendor directory allows users to effortlessly compare pricing and forecast spend across vendors, automate vendor negotiations, and manage communications.

Our platform provides access to more than 8,000 vendors, making it one of the largest curated vendor directories in the industry.

Financial Contract and Billing Reconciliation

Our workflow automation software allows our customers to save time, money, and resources by streamlining billing and financial reconciliation processes. Our workflow automation software offers accurate, real-time reporting capabilities and is compatible with customers’ billing, enterprise resource planning (“ERP”) and financial systems, including advertising industry specific financial software platforms.

Our Platform Embraces Complexity Through Powerful Integrations

Integration with other enterprise applications is fundamental to the architecture of our workflow automation software. Our comprehensive and tightly integrated software platform delivers a broad range of capabilities that would otherwise require our customers to purchase or use multiple disparate point applications.

Customers and partners can create sophisticated integrations with our workflow automation software, in addition to out-of-the-box integrations already provided by our platform.

With over 100 third-party technology integrations and thousands of direct publisher connections, our workflow automation software is one of the most connected platforms in the media buying and advertising technology industry. Integrations to third-party applications and vendors span ad exchanges, audience data providers, ad servers,

Table of Contents

search and social platforms, identity solution providers, business intelligence tools, brand safety and contextual classification providers, campaign data providers, finance and ERP applications, fraud monitoring solution providers, and geography and placed-based data providers.

We Make Data Actionable

We empower our users to analyze their data to suit their needs by providing accurate, on-demand, real-time business analytics leveraging over 180 different data points about brands, vendors, and publishers.

Customers can track a wide range of indicators including workload metrics, campaign counts, and close ratios to support their media teams and drive greater productivity and performance throughout their operations.

Our customers have the ability to generate reports and gain insights from within our workflow automation software, without the need to install separate third-party analytics applications or having to download reports from disparate vendors, thereby increasing the speed and agility with which customers can manage their business.

We Deliver Our Services Through a Modern SaaS Platform

We offer our platform under a SaaS, business model that incorporates flexible, usage-based pricing based on volume purchased and, to a lesser extent, seat-based licensing fees. Our software can be rapidly deployed in a matter of weeks, allowing our customers to solve pressing business needs while working collaboratively with us to build new features and applications as industry needs evolve. Our software, which is accessed through a modern and intuitive web-based interface, enhances customer workflows and processes.

Our multi-tenant infrastructure is built for efficient implementation, easy onboarding, and continuous and seamless delivery of new features and updates. Our flexible architecture is scalable to accommodate the needs of mid-market customers to enterprise-level, global organizations.

We meet our customers wherever they are in their business journey, tailoring our solutions to their marketing capabilities and domain expertise. Our flexible solutions allow us to form trusted multi-year relationships as we work collaboratively with our customers on their journey to adopt our Self-Service software.

Our Competitive Strengths

We have a strong leadership position in the fragmented and complex advertising and marketing industry. We believe the following attributes and capabilities provide us with long term and sustainable competitive advantages.

Leading Intelligent Automation Platform with Powerful Functionality

We believe that our workflow automation software is one of the most comprehensive solutions in the industry that connects people, processes, and siloed applications through a single, tightly-integrated software platform. We offer productivity functionality that is interwoven with cutting-edge AI, machine learning, and automation capabilities that can streamline our customers’ entire media buying operation and improve their ability to make data-driven decisions. Our independent and agnostic platform supports a rich partner ecosystem of over 100 third-party technology integrations and thousands of direct publisher connections, thus strengthening our powerful value proposition to our customers.

Proven Measurable Customer ROI Resulting in Strong Customer Retention

We empower our customers to achieve operational excellence and boost profitability. In a June 2019 TEI study that we commissioned, Forrester quantified the benefits of using our platform for a composite organization developed based on selected customer interviews. The study found that for this composite group, our workflow automation software drove a 35% increase in efficiency through automation and tool/process consolidation over a wide range of activities and a 12% increase in income through new customer wins and improved campaign delivery and performance tracking. We believe that the magnitude and strategic value of our impact on customers is unparalleled in the industry.

Table of Contents

The positive financial impact on our customers is demonstrated by superior retention rates. Net dollar retention rates for our Self-Service segment have increased from 100% as of September 30, 2020 to 169% as of September 30, 2021, on a trailing 12-month basis. Net dollar retention rates for Managed Activation have increased from 74% as of September 30, 2020 to 129% as of September 30, 2021, on a trailing 12-month basis.

Proprietary Data Algorithm and Insight

Throughout our history, we have built proprietary intelligence combining proprietary and third party data and developed a highly comprehensive media intelligence platform. During this time, we have sourced, aggregated, linked, cleansed and inferred information from a multitude of data sources, and tied billions of event-level detail including transaction, audience data, advertising campaign data together into a single longitudinal view of the entire media buying journey. We verify data accuracy from process initiation and carried through to process completion. Our data science team has continuously evolved and enhanced our A.I. and M.L. data engines based on data from dozens of targeting parameters and iterated in an effort to ensure optimal performance.

Flexible Deployment and Delivery Model

We meet our customers where they are at. We believe that our deep understanding of customer needs and focus on customer experience set us apart from our competition. Our software and services are tailored to address the varying degrees of resources, capabilities, and domain expertise our customers have to manage and optimize their digital media investments.

Customers choose between our Managed Activation and Self-Service solutions, depending on their unique needs. Through our Self-Service solution, we provide customers with direct access to our workflow automation software and empowers them to independently plan their media campaigns, perform programmatic buying, communicate and contract with vendors, monitor campaign performance, and much more. While our easy-to-use, self-serve software is the platform of choice for our customers with adequate in-house capabilities, many of our customers seek to fill their capability gaps and enjoy the benefits of our workflow automation software through our high-touch managed activation services offering. Our dedicated team of digital media experts leverage our workflow automation software to support clients across a range of functions, including campaign strategy and execution, data management, and industry-focused training and education.

Thus, our ability to flexibly meet the unique needs of a wide variety of customers reinforces our competitive moat.

Attractive Combination of Scale, Growth and Profitability

The momentum in our business is driven by the strength of our differentiated and scalable software platform. In fiscal year 2020, our Contribution ex-TAC from our Self-Service business increased nearly 75% year over year. We believe that our track record of rapidly growing our business while also achieving profitability is a testament to our culture of operational discipline. Our Contribution ex-TAC Profit Margin grew from 70% in the fiscal year ended 2019 to 75% in the fiscal year ended 2020, and to 78% for the nine months ended September 30, 2021. Despite our history of net losses for the fiscal years from 2010 through 2019, we achieved net income of $3.2 million and $27.1 million during the fiscal year ended 2020 and the nine months ended September 30, 2021, respectively. We have been EBITDA positive for 11 of the past 12 fiscal years while scaling the company with limited outside investment and funding proprietary technology innovation through fiscally prudent organic and inorganic initiatives.

Visionary Founder-Led Management Team with Extensive Expertise

We have a highly experienced and tenured management team with extensive advertising and marketing industry domain knowledge, a track record of driving technological innovation, and significant operating expertise. Our senior leadership team has an average tenure of 10 years at the firm. We believe our management team is highly committed to further build upon our leadership in the industry and execute on our growth plan.

Table of Contents

Growth Strategies

We believe that we are positioned to benefit from the continued shift towards digital advertising and the convergence of media across multiple channels. We believe these trends increase the importance of AI-enabled, omni-channel platforms that drive greater automation.

We intend to capitalize on this opportunity by pursuing the following growth strategies:

•Expand within our existing customer base: We consistently add new tools, features and components within our software platform to encourage our existing customers to increase their usage and allocate more of their ad spend to our platform. Many of our agency and brand customers that are currently supported by our managed activation services are increasingly adopting our self-serve solution, further embedding our product in our customers’ daily operations. As we continue to increase investments in data science, we expect our platform’s ad spend optimization benefits for our customers will increase, and in turn improve their reliance on our Artificial Intelligence capabilities.

•Attract new customers: We continue to expand our sales and marketing efforts to drive further awareness and consideration of our workflow automation software, and promote the advantages of managing holistic omni-channel digital advertising operations through our workflow automation software’s single user interface. We have experienced success in attracting larger customers to our platform and we intend to increase our average revenue per customer with larger client wins.

•Enter international markets: We believe that we are poised to widen our geographic reach by leveraging our differentiated product suite and continued investment in sales and marketing. We currently have operations across the United States, Canada, Argentina, and Mexico. We intend to establish strategically located satellite offices around the world to reach new customers globally.

•Enhance and extend our platform’s ecosystem connectivity: Our future investments will target developing platform features and capabilities in current and emerging growth areas and expansion of our omni-channel partnerships to further increase our value proposition. We intend to continue to invest in partnering with new and emerging third-party providers and supply side partners to provide comprehensive access to ad inventory and complementary solutions to our customers.

•Pursue mergers and acquisitions strategic to our vision: We aim to identify future complementary acquisitions that enhance our scale, products, and technology capabilities. We believe we have the leadership, domain expertise, and track record to successfully execute and integrate strategic acquisitions.

•Opportunity to extend automation to other facets of the enterprise: We believe we have unique expertise in identifying customer pain points and transforming their core operations by building highly sophisticated software. We believe that the core capabilities forming the bedrock of our software platform are industry agnostic and extensible to other use cases and business functions within the enterprise. We may choose to pursue new initiatives in the future that target new industry verticals and end-markets.

Recent Developments

Preliminary Estimated Unaudited Financial and Other Results for the Year Ended December 31, 2021 and the Three Months Ended December 31, 2021

Our preliminary estimated unaudited revenue, net income, gross profit Contribution ex-TAC and Adjusted EBITDA for the year ended December 31, 2021 and the three months ended December 31, 2021 are set forth below. We have provided a range for these preliminary financial results because our closing procedures for the fiscal year ended December 31, 2021 and the three months ended December 31, 2021 are not yet complete.

Our preliminary estimates of the financial results set forth below are based solely on information available to us as of the date of this prospectus and are inherently uncertain and subject to change. Our preliminary estimates contained in this prospectus are forward looking statements. Our actual results remain subject to the completion of management’s final review and our other closing procedures, as well as the completion of the audit of our annual

Table of Contents

consolidated financial statements. These preliminary estimates are not a comprehensive statement of our financial results for the year ended December 31, 2021 or for the three months ended December 31, 2021, and should not be viewed as a substitute for full consolidated financial statements prepared in accordance with GAAP. In addition, these preliminary estimates for the year ended December 31, 2021 and the three months ended December 31, 2021 are not necessarily indicative of the results to be achieved in any future period. While we currently expect that our actual results will be within the ranges described below, it is possible that our actual results may not be within the ranges we currently estimate.

Accordingly, you should not place undue reliance on these preliminary financial results. See “Risk Factors,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of certain factors that could result in differences between the preliminary estimated unaudited financial results reported below and the actual results. Our actual audited consolidated financial statements and related notes as of and for the year ended December 31, 2021 are not expected to be filed with the SEC until after this offering is completed.

Additionally, the estimates reported below include certain financial measures that are not required by, or presented in accordance with, GAAP. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. These non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation, or as an alternative to, or a substitute for, net income (loss), gross profit or other financial statement data presented in our consolidated financial statements as indicators of financial performance or liquidity. We may calculate or present these non-GAAP financial measures differently than other companies who report measures with the same or similar names, and as a result, the non-GAAP measures we report may not be comparable.

The preliminary estimated unaudited financial results included in this prospectus have been prepared by, and are the responsibility of, our management. Our independent registered public accounting firm, Ernst & Young LLP, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

The following table includes our unaudited preliminary estimated results for the year ended December 31, 2021 and for the three months ended December 31, 2021:

Year Ended

Three Months Ended

December 31, 2021

Low
(estimated)

High
(estimated)

Low
(estimated)

High
(estimated)

(dollars in thousands)

Revenue

Cost of Revenue

Gross profit

Net income

Adjusted EBITDA(1)(2)

Adjusted EBITDA Margin(1)(2)

Contribution ex-TAC(1)(3)

Contribution ex-TAC Profit Margin(1)(3)

_____________

(1)See the definitions of key operating and financial metrics in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics.

Table of Contents

(2)The following table provides a reconciliation for Adjusted EBITDA and Adjusted EBITDA Margin:

Year Ended

Three Months Ended

December 31, 2021

Low
(estimated)

High
(estimated)

Low
(estimated)

High
(estimated)

(in thousands)

Adjusted EBITDA Reconciliation:

Net income

Adjustments:

Interest expense

Income tax expense (benefit)

Depreciation and amortization

EBITDA

Stock-based compensation expense

Adjusted EBITDA

Year Ended December 31,
2021

Three Months Ended December 31,
2021

Low
(estimated)

High
(estimated)

Low
(estimated)

High
(estimated)

(dollars in thousands)

Adjusted EBITDA Margin Reconciliation:

Contribution ex-TAC

Adjusted EBITDA

Adjusted EBITDA Margin

(3)The following table provides a a calculation of gross profit and reconciliation for Contribution ex-TAC and Contribution ex-TAC Profit Margin:

Year Ended December 31,
2021

Three Months Ended December 31,
2021

Low
(estimated)

High
(estimated)

Low
(estimated)

High
(estimated)

(dollars in thousands)

Contribution Ex-TAC Reconciliation:

Total Revenue

Less: Costs of Revenue

Traffic acquisition costs

Other costs of revenue

Gross Profit

Adjustments:

Plus: Other costs of revenue

Contribution ex-TAC

Contribution ex-TAC Profit Margin

For the year ended December 31, 2021, we estimate that our revenue will range from $ million to $ million. For the three months ended December 31, 2021, we estimate that our revenue will range from $ million to $ million.

For the year ended December 31, 2021, we estimate that our cost of revenue will range from $ million to $ million. For the three months ended December 31, 2021, we estimate that our cost of revenue will range from $ million to $ million.

For the year ended December 31, 2021, we estimate that our gross profit will range from $ million to $ million. For the three months ended December 31, 2021, we estimate that our gross profit will range from $ million to $ million.

Table of Contents

For the year ended December 31, 2021, we estimate that our net income will range from $ million to $ million. For the three months ended December 31, 2021, we estimate that our net income will range from $ million to $ million.

For the year ended December 31, 2021, we estimate that our Adjusted EBITDA will range from $ million to $ million. For the three months ended December 31, 2021, we estimate that our Adjusted EBITDA will range from $ million to $ million.

For the year ended December 31, 2021, we estimate that our Adjusted EBITDA Margin will range from % to %. For the three months ended December 31, 2021, we estimate that our Adjusted EBITDA will range from % to %.

For the year ended December 31, 2021, we estimate that our Contribution ex-TAC will range from $ million to $ million. For the three months ended December 31, 2021, we estimate that our Contribution ex-TAC will range from $ million to $ million.

For the year ended December 31, 2021, we estimate that our Contribution ex-TAC Margin will range from % to %. For the three months ended December 31, 2021, we estimate that our Contribution ex-TAC will range from % to %.

The following table includes our estimated number of customers and net dollar retention by segment for the year ended December 31, 2021 and the three months ended December 31, 2021:


	Year Ended December 31, 2021 (estimated)	Three Months Ended December 31, 2021 (estimated)
Key Business Metrics(1):
Number of Customers – Managed Activation
Number of Customers – Self-Service
Net dollar retention – Managed Activation	%	%
Net dollar retention – Self-Service	%	%

____________

(1)See the definitions of key operating and financial metrics in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those described in the section titled “Risk Factors” immediately following the prospectus summary. These risks include, but are not limited to:

•Our success and revenue growth are dependent on retaining our existing customers, adding new customers and expanding our relationships with these customers. If existing and prospective customers do not expand their usage of our platform, or if we fail to attract new customers, our growth will suffer.

•Operational and performance issues with our platform, whether real or perceived, including a failure to respond to technological changes or to upgrade our technology systems, may adversely affect our business, operating results, and financial condition.

•We have a history of losses, anticipate increases in our operating expenses in the future, and may not sustain profitability. If we cannot sustain profitability, our business, financial condition, and operating results will be adversely affected.

•A significant breach of the confidentiality of the information we hold or of the security of our or our customers’, suppliers’, or other partners’ computer systems from cyber-attacks could be detrimental to our business, reputation, and operating results.

Table of Contents

•Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our solutions without compensating us, thereby eroding our competitive advantages and harming our business.

•Our revenue and operating results are highly dependent on the overall demand for advertising. Factors that affect the amount of advertising spending, such as economic downturns and the COVID-19 pandemic, or other sustained adverse market events, can make it difficult to predict our revenue and could adversely affect our business, operating results, and financial condition

•If we are not able to maintain and enhance our reputation and brand recognition, our business, financial conditions, and results of operations will be harmed.

•We are subject to laws and regulations related to data privacy, data protection, information security, political advertising, and consumer protection across different markets where we conduct our business, including in the United States and Europe. Such laws, regulations, and industry requirements are constantly evolving and changing and are likely to remain uncertain for the foreseeable future. Our actual or perceived failure to comply with such obligations could have an adverse effect on our business, operating results, and financial operations.

•We are subject to long sales cycles, fee issues and payment-related risks and if our customers do not pay, or dispute their invoices, our business, operating results and financial condition may be adversely affected.

•Insiders have substantial control over us, including as a result of the dual class structure of our common stock, which could limit or preclude your ability to influence corporate matters, including the election of directors and the approval of any change of control transaction.

Corporate Information

We were incorporated as Integrent Incorporated in the State of Delaware on October 15, 2001. On August 26, 2013, we became Centro, Inc. and, on September 16, 2021, we changed our name from Centro, Inc. to Basis Global Technologies, Inc. Our principal executive offices are located at 11 E Madison St, 6th Floor, Chicago, IL 60602. Our telephone number is (312) 423-1565. Our website address is www.basis.net. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our Class A common stock. We have included our website address in this prospectus solely as an inactive textual reference. Unless otherwise indicated, the terms “Basis,” “we,” “us,” and “our” refer to Basis Global Technologies, Inc. and our consolidated subsidiaries.

This prospectus contains our trade names, trademarks, and service marks, including the Basis name and logo, and all product names. This prospectus also contains the trade names, trademarks, and service marks of other companies. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other companies. Other trademarks appearing in this prospectus are the property of their respective holders.

Channels for Disclosure of Information

Following the completion of this offering, we intend to announce material information to the public through filings with the Securities and Exchange Commission (“SEC”), the investor relations page on our website, blog posts on our website, press releases, public conference calls, public webcasts, our Twitter feed and our LinkedIn page. The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Table of Contents

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

•an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”);

•an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

•reduced disclosure about our executive compensation arrangements;

•exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements; and

•extended transition periods for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date on which we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and consolidated financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our Class A common stock less attractive as a result, which may result in a less active trading market for our Class A common stock and higher volatility in our stock price.

For risks related to our status as an emerging growth company, see the disclosure in the section titled “Risk Factors.”

Table of Contents

THE OFFERING


Class A common stock offered by us			shares
Class A common stock offered by the selling stockholders			shares

Option to purchase additional shares of Class A common stock from us			shares

Class A common stock to be outstanding after this offering			shares ( shares if the option to purchase additional shares is exercised in full)

Class B common stock to be outstanding after this offering			shares

Total Class A and Class B common stock to be outstanding after this offering			shares ( shares if the option to purchase additional shares of our Class A common stock is exercised in full)

Use of proceeds			We estimate that the net proceeds from the sale of shares of our Class A common stock that we are selling in this offering will be approximately $ , or approximately $ if the underwriters exercise in full their option to purchase additional shares of Class A common stock, based upon the assumed initial public offering price of $ per share of Class A common stock, which is the midpoint of the offering price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders. We will, however, bear a portion of the costs associated with the sale of shares by the selling stockholders, other than underwriting discounts and commissions. We currently intend to use the net proceeds that we receive from this offering, together with our existing cash and cash equivalents, for working capital and other general corporate purposes. We may also use a portion of the proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have agreements or commitments for any acquisitions or investments outside the ordinary course of business at this time. For a more complete description of our intended use of the proceeds from this offering, see the section of this prospectus titled “Use of Proceeds.”

Table of Contents


Voting rights			Following the completion of this offering, shares of our Class A common stock will be entitled to one vote per share. Shares of our Class B common stock will be entitled to 10 votes per share. Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation. Following the completion of this offering, each share of our Class B common stock will be convertible into one share of our Class A common stock at any time and will convert automatically upon transfers (excluding transfers for estate planning purposes or to an existing holder of Class B common stock and other Permitted Entities, as such term is defined in our Amended and Restated Certificate of Incorporation) and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) fifteen years from the date of this prospectus, and (iii) the first date following the completion of this offering on which the number of shares of outstanding Class B common stock held by Shawn Riegsecker, our Chief Executive Officer, is less than 30% of the number of shares of Class B common stock held by Mr. Riegsecker as of the date of this prospectus. Holders of our outstanding Class B common stock will hold % of the voting power of our outstanding capital stock following this offering, with our directors, executive officers, and 5% stockholders and their respective affiliates holding % of the voting power in the aggregate. Collectively, our Class B common stockholders will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. For additional information, see the sections titled “Principal and Selling Stockholders” and “Description of Capital Stock” for additional information.

Risk factors			See the section of this prospectus titled “Risk Factors” and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to purchase shares of our Class A common stock.

Proposed Nasdaq trading symbol			“BASI.”

The number of shares of our Class A common stock and Class B common stock that will be outstanding after this offering is based upon no shares of our Class A common stock outstanding and shares of our Class B common stock outstanding, after giving effect to:

•the redesignation of both classes of our existing common stock as Class B common stock;

•the creation of a new class of Class A common stock to be sold in this offering;

•the automatic conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of shares of our Class B common stock; and

•the return to us of shares of Class B common stock issued as RSAs to certain of our employees and former employees to satisfy certain tax obligations which will be incurred in connection with the effectiveness of this offering (based on (i) shares of Class B common stock issued as RSAs outstanding as of September 30, 2021, (ii) the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (iii) an assumed % tax rate);

in each case, as of September 30, 2021, and excludes:

Table of Contents

• shares of Class B common stock issuable upon the exercise of options to purchase shares of our Class B common stock that were outstanding as of September 30, 2021 under our 2011 Equity Incentive Plan (“2011 Plan”), with a weighted-average exercise price of $ per share;

• shares of our Class B common stock issuable upon the exercise of options to purchase shares of our Class B common stock granted after September 30, 2021 under our 2011 Plan, with a weighted-average exercise price of $ per share;

• restricted stock units (“RSUs”) to be settled in shares of our Class B common stock outstanding as of September 30, 2021 under our 2011 Plan;

• RSUs to be settled in shares of our Class B common stock granted after September 30, 2021 under our 2011 Plan;

• shares of our Class B common stock issued as RSAs granted under our 2011 Plan after September 30, 2021;

• shares of our Class B common stock issuable upon the exercise of rights held by certain stockholders of SiteScout, Inc., our majority owned subsidiary, as of September 30, 2021; and

• shares of our common stock reserved for future issuance under our equity compensation plans, consisting of:

◦ shares of our Class A common stock to be reserved for future issuance under our 2022 Equity Incentive Plan (“2022 Plan”), which will become effective immediately prior to the effective date of the registration statement of which this prospectus forms a part; and

◦ shares of our Class A common stock to be reserved for future issuance under our 2022 Employee Stock Purchase Plan (“ESPP”), which will become effective immediately prior to the effective date of the registration statement of which this prospectus forms a part.

Our 2022 Plan and ESPP each provide for automatic annual increases in the number of shares reserved thereunder, and our 2022 Plan also provides for increases to the number of shares of our Class A common stock that may be granted thereunder based on shares under our 2011 Plan that expire, are forfeited, or otherwise repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefits and Stock Plans.”

To the extent that any outstanding options to purchase our common stock are exercised, or new awards are granted under our equity compensation plans, there will be further dilution to investors participating in this offering.

Unless otherwise noted, the information in this prospectus reflects and assumes the following or gives effect to the following:

•the amendment of our currently in effect amended and restated certificate of incorporation immediately prior to the completion of this offering to redesignate both classes of our existing common stock as Class B common stock and to create a new class of Class A common stock to be offered and sold in this offering;

•the automatic conversion of all outstanding shares of our redeemable convertible preferred stock as of September 30, 2021 into an aggregate of shares of our Class B common stock which will occur upon the completion of this offering;

•no exercise of outstanding stock options, RSAs or RSUs referred to above;

Table of Contents

underwriting discounts and commissions and estimated offering expenses payable by us and (iii) an assumed % tax rate);

•the filing and effectiveness of our restated certificate of incorporation upon the completion of this offering and the effectiveness of our restated bylaws, each of which will occur upon the completion of this offering; and

•no exercise by the underwriters of their option to purchase up to an additional shares of our Class A common stock from us in this offering.

Table of Contents

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our consolidated financial and other data. The following selected consolidated financial data for the years ended December 31, 2020 and 2019 is derived from our audited consolidated financial statements included elsewhere in this prospectus. The following selected consolidated financial data for the nine months ended September 30, 2021 and 2020 and the selected consolidated balance sheet data as of September 30, 2021 are derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. Our unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal, recurring adjustments, that are necessary for the fair presentation of our consolidated financial position as of September 30, 2021 and our consolidated results of operations for the nine months ended September 30, 2021 and 2020.

The data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in conjunction with the consolidated financial statements, related notes, and other financial information included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future and the interim results are not necessarily indicative of results to be expected for the full year or any other period. The selected consolidated financial data included in this section are not intended to replace the audited consolidated financial statements or the unaudited interim condensed consolidated financial statements and are qualified in their entirety by the consolidated financial statements and the interim condensed consolidated financial statements and related notes included elsewhere in this prospectus.

Consolidated Statements of Operations Data


	Years Ended December 31,				Nine Months Ended September 30
(in thousands)	2020		2019		2021		2020
Revenues:
Managed Activation	$	343,597	$	358,692	$	313,552	$	217,780
Self-Service	44,008		25,337		48,331		24,918
Total revenues	387,605		384,029		361,883		242,698
Costs of revenue	268,715		286,920		244,813		177,114
Gross profit	118,890		97,109		117,070		65,584
Operating expenses:
Sales and marketing	53,806		47,881		44,274		33,087
Technology and development	18,960		12,150		15,964		12,441
General and administrative	40,800		43,206		37,074		28,701
Total operating expenses	113,566		103,237		97,312		74,229
Operating income (loss)	5,324		(6,128)		19,758		(8,645)
Total other expense, net	(1,201)		(383)		(485)		(711)
Income (loss) before income taxes	4,123		(6,511)		19,273		(9,356)
Income tax expense (benefit)	961		379		(7,865)		570
Net income (loss)	$	3,162	$	(6,890)	$	27,138	$	(9,926)

Table of Contents

Consolidated Balance Sheet Data

As of September 30,

(in thousands)

Actual

Pro Forma (1)

Pro Forma, as Adjusted (2)(3)

Cash and cash equivalents

33,220

Accounts receivable, net

118,743

Total assets

186,777

Total liabilities

150,400

Redeemable convertible preferred stock

354,788

Total stockholders’ equity (deficit)

(318,411)

________________

(1)The pro forma column above reflects (i) the redesignation of both classes of our existing common stock into Class B common stock as if such redesignation had occurred on September 30, 2021 and the creation of the new class of Class A common stock to be sold in this offering, (ii) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock as of September 30, 2021 into an aggregate of shares of our Class B common stock, (iii) the return to us of shares of Class B common stock issued as RSAs to certain of our employees and former employees to satisfy certain tax obligations which will be incurred in connection with the effectiveness of this offering (based on (A) shares of Class B common stock issued as RSAs outstanding as of September 30, 2021, (B) the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (C) an assumed % tax rate) and the related increase in liabilities and corresponding decrease in additional paid-in capital , (iv) stock-based compensation expense of $ million related to RSAs subject to a performance-based vesting condition, which we will recognize upon the completion of this offering, as further described in Note 7 to our consolidated financial statements included elsewhere in this prospectus and (v) the filing and effectiveness of our restated certificate of incorporation, which will, among other things, authorize shares of our undesignated preferred stock, which will be in effect immediately prior to the completion of this offering.

(2)The pro forma as adjusted column gives effect to the (i) the pro forma adjustments set forth above, (ii) the payment of $ to the applicable tax authorities due in connection with the tax withholding obligations incurred in connection with the effectiveness of this offering relating to certain shares of Class B common stock issued as RSAs, as described above, (iii) the sale and issuance by us of shares of our newly created Class A common stock in this offering, based on the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (iv) the conversion of shares of Class B common stock into the same number of shares of Class A common stock in connection with the sale of these shares in this offering by the selling stockholders from which we will not receive any proceeds.

(3)Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease the amount of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit), and capitalization by $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting underwriting discounts and commissions and expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the amount of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit), and capitalization by $ million assuming the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and expenses payable by us.

Consolidated Statement of Cash Flows Data


	Years Ended December 31,				Nine Months Ended September 30,
(in thousands)	2020		2019		2021		2020
Net cash provided by (used in) operating activities	$	20,575	$	11,275	$	8,787	$	(4,348)
Net cash provided used in investing activities	(2,669)		(7,512)		$	(6,554)	$	(1,821)
Net cash provided by (used in) financing activities	1,176		(3,137)		$	(483)	$	2,133

Key Business Metrics and Non-GAAP Financial Measure

In addition to our financial results, we use the following business metrics to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions. We use Contribution ex-TAC, Contribution ex-TAC Profit Margin, Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures, as part of our overall assessment of performance. For additional information regarding these measures and reconciliations of our non-GAAP financial measures to the most directly comparable financial

Table of Contents

measures prepared in accordance with GAAP, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”


	Years Ended December 31,				Nine Months Ended September 30,
(dollars in thousands)	2020		2019		2021		2020
Number of Customers – Managed Activation	594		679		594		652
Number of Customers – Self-Service	487		430		593		507
Net dollar retention – Managed Activation	85	%	88	%	129	%	74	%
Net dollar retention – Self-Service	118	%	96	%	169	%	100	%


	Years Ended December 31,						Nine Months Ended September 30,
	2020			2019			2021			2020
Contribution ex-TAC(1)	$	159,277		$	137,778		$	149,782		$	95,438
Contribution ex-TAC Profit Margin(1)	75		%	70		%	78		%	69		%
Adjusted EBITDA(1)	$	16,069		$	11,192		$	26,908		$	202
Adjusted EBITDA Margin(1)	10		%	8		%	18		%	—		%

______________

(1)Contribution ex-TAC, Contribution ex-TAC Profit Margin, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. For more information regarding our use of these measures and reconciliations of gross profit to Contribution ex-TAC and Contribution ex-TAC Margin, and net income (loss) to Adjusted EBITDA and Adjusted EBITDA Margin, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Basis Global Technologies, Inc.”


	Years Ended December 31,						Nine Months Ended September 30,
	2020			2019			2021			2020
(dollars in thousands)
Contribution Ex-TAC Reconciliation:
Total Revenues (1)	$	387,605		$	384,029		$	361,883		$	242,698
Less: Costs of Revenue
Traffic acquisition costs	(228,328)			(246,251)			(212,101)			(147,260)
Other costs of revenue	(40,387)			(40,669)			(32,712)			(29,854)
Gross Profit	$	118,890		$	97,109		$	117,070		$	65,584
Adjustments:
Plus: Other costs of revenue	40,387			40,669			32,712			29,854
Contribution ex-TAC	$	159,277		$	137,778		$	149,782		$	95,438
Contribution ex-TAC Profit Margin	75		%	70		%	78		%	69		%

________________

(1)Amount agrees to the total revenues presented in our consolidated financial statements. Within our consolidated financial statements, revenue generated by our Self-Service segment is presented net of traffic acquisition costs, while revenue generated by our Managed Activation segment includes traffic acquisition costs that are invoiced to customers.


	Years Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020
(in thousands)
Adjusted EBITDA Reconciliation:
Net Income (Loss)	$	3,162	$	(6,890)	$	27,138	$	(9,926)
Adjustments:
Interest expense	571		938		338		449
Income tax expense (benefit)	961		379		(7,865)		570
Depreciation and amortization	8,601		12,138		4,379		7,091
EBITDA	$	13,295	$	6,565	$	23,990	$	(1,816)
Stock-based compensation expense	2,774		2,637		2,918		2,018
Impairment of intangible asset	—		1,990		—		—
Adjusted EBITDA	$	16,069	$	11,192	$	26,908	$	202

Table of Contents


	Years Ended December 31,						Nine Months Ended September 30,
	2020			2019			2021			2020
(dollars in thousands)
Adjusted EBITDA Margin Reconciliation:
Contribution ex-TAC	$	159,277		$	137,778		$	149,782		$	95,438
Adjusted EBITDA	$	16,069		$	11,192		$	26,908		$	202
Adjusted EBITDA Margin	10		%	8		%	18		%	—		%

Table of Contents

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto, before making a decision to invest in our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become factors that affect us. If any of the risks occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business, Growth Prospects and Operations

Our success and revenue growth are dependent on retaining our existing customers, adding new customers, and expanding our relationships with these customers. If existing and prospective customers do not expand their usage of our platform, or if we fail to attract new customers, our growth will suffer.

We cannot assure you that advertisers, our primary customers, will continue to use our platform or increase their use of our platform, nor can we assure you that we will be able to attract a sufficient number of new customers to continue to grow our business and revenue. We generate revenue primarily through fees earned based on the number of impressions delivered for a given advertisement and platform fees that are calculated based on a percentage of a customer’s advertising inventory purchases placed through and executed on our workflow automation software. Therefore, our revenue is dependent on both the number of customers that we sign up and the amounts these customers spend. If we are unsuccessful in educating and training our customers, particularly our new or prospective customers, on how to use and maximize the benefits of our platform, then we may not be able to attract and retain these customers, nor will we be able to expand their usage and increase their advertising spend on our platform. If our customers decide not to maintain or increase their usage of our platform for any other reason, or if we fail to attract new customers, our revenue could decline, which would materially and adversely harm our business, operating results and financial condition.

We have historically derived, and currently continue to derive, a majority of our revenue from our Managed Activations services and, while our Self-Service solutions are a growing portion of our total revenues, there can be no guarantee that our Self-Service solutions will continue to grow as effectively as a percentage of our total revenue, nor can there be any guarantee that our Self-Service solutions will be adopted by our new or existing customers to the extent we anticipate. If we are not successful in adding new Self-Service solutions customers our operating results and financial results may be harmed.

Our customers may use competing platforms or stop using our platform. Our contracts with customers generally contain liberal termination rights after the first 90 days of a contract date and generally do not include long-term or exclusive obligations requiring customers to use our platform or maintain or increase their use of our platform. Moreover, our customers may have relationships with our competitors and be able use our competitors’ products and services without incurring significant costs or disruptions to their businesses. Our customers may also choose to decrease their overall advertising spend on our platform for any reason, including if such customers do not believe they are receiving a sufficient return on their advertising spend with us. Accordingly, we must continually work to retain existing customers and attract new customers, increase existing and prospective customers’ usage of our platform, and capture a larger share of our customers’ advertising spend.

Our technology development efforts may be inefficient or ineffective, which may impair our ability to attract publishers and advertisers.

We face intense competition in the marketplace and need to keep up with rapidly changing technology, evolving industry standards and consumer needs, regulatory changes, and the frequent introduction of new solutions by our competitors. Our future success will depend in part upon our ability to enhance our platform and to develop and introduce new features and solutions in a timely manner with competitive prices that also meet the evolving needs of existing and prospective customers. Our platform and related solutions are complex and can require a significant

Table of Contents

investment of time and resources to develop, test, introduce, and enhance. We schedule and prioritize our development efforts according to a variety of factors, including our perceptions of market trends, customer requirements, and resource availability; however, we may encounter unanticipated difficulties that require longer execution windows than we initially expect or that require us to re-direct, scale back, or modify our efforts. If the enhancement of our platform or the development of new features and solutions becomes significantly more expensive due to changes in regulatory requirements or industry practices, or other factors, we may find ourselves at a disadvantage relative to larger competitors with more resources to devote to research and development. These factors place significant demands upon our organization, require complex planning, and can result in acceleration of some initiatives or the delay of other initiatives. To the extent we do not manage our development efforts efficiently and effectively, we may fail to produce features for our platform or solutions that respond appropriately to the needs of our customers and publishers, and competitors may more successfully develop responsive product and service offerings. If our product or its features and solutions are not competitive, our customers and publishers can be expected to shift their business to our competitors. Publishers and advertisers may also resist adopting our products or new features and solutions for various reasons, including reluctance to disrupt existing relationships and business practices or to invest in necessary technological integration. If our technology development efforts are inefficient or ineffective, it may adversely affect our business, operating results, and financial condition.

As we grow our business, we expect to continue to invest in technology services and equipment. Without these improvements, our operations might suffer from unanticipated system disruptions, slow transaction processing, unreliable service levels, impaired quality, or delays in reporting accurate information regarding transactions on our platform, any of which could negatively affect our reputation and ability to attract and retain customers. In addition, the expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational, and technical resources, with no assurance that our business will grow. If we fail to respond to technological change or to adequately maintain, expand, upgrade and develop our systems and infrastructure in a timely fashion, our growth prospects and operating results could be adversely affected.

Operational and performance issues with our platform, whether real or perceived, including a failure to respond to technological changes or to upgrade our technology systems, may adversely affect our business, operating results, and financial condition.

We depend on the sustained and uninterrupted performance of our products to manage our access to advertising inventory, acquire inventory for each campaign, collect, process and interpret data and optimize campaign performance in real time and provide billing information to our financial systems. If we cannot scale to meet demand, if there are errors in our execution of any of these functions, or if we experience outages, then our business may be harmed.

Our platform is complex and multifaceted, and operational and performance issues could arise from within our platform or from outside factors, such as cyberattacks or other third-party attacks. Errors, failures, vulnerabilities, or bugs have been found in the past, and may be found in the future. We also rely on third-party technology and systems for our platform to perform properly, which results in additional risks relating to compatibility and interoperability. Further, our platform is often used in connection with computing environments, utilizing different operating systems, system management software, equipment, and networking configurations, which may result in errors or failures within our platform or within these computing environments. Operational and performance issues with our platform could include the failure of our user interface, outages, errors during upgrades or patches, discrepancies in costs billed versus costs paid, unanticipated volume overwhelming our databases, server failure, or catastrophic events affecting one or more server facilities. While we have built redundancies in our systems, full redundancies do not exist. Some failures will shut our products down completely, others only partially. We provide service level agreements to some of our customers, and if our products are not available for specified amounts of time, we may be required to provide credits or other financial compensation to our customers.

Operational and performance issues with our platform could also result in negative publicity, damage to our brand and reputation, loss of or delay in market acceptance of our platform, increased costs or loss of revenue, loss of the ability to access our platform, loss of competitive position or claims by customers for losses sustained by them. Alleviating problems resulting from such issues could require significant expenditures of capital and other

Table of Contents

resources and could cause interruptions, delays, or the cessation of our business, any of which may adversely affect our operating results and financial condition.

Any decrease in the use of the advertising channels that we are primarily dependent upon, failure to expand the use of emerging channels, or unexpected shifts in use among the channels in which we operate, could harm our growth prospects, business, operating results and financial condition.

Our customers have historically used our platform to purchase mobile, display, and video advertising inventory from publishers. We expect that these will continue to be significant channels used by our customers for digital advertising in the future. We also believe that our revenue growth may depend on our ability to expand within mobile, video, and, in particular, CTV, and we have been, and are continuing to, enhance our presence in these channels. We may not be able to accurately predict changes in overall advertiser demand for the channels in which we operate and we cannot assure you that our investment in any channel or channels will benefit from or influence any changes in such demand. Any decrease in the use of mobile, display, and video advertising, whether due to customers losing confidence in the value or effectiveness of such channels, regulatory restrictions or other causes, or any inability to further penetrate CTV or enter new and emerging advertising channels, could adversely affect our business, operating results, and financial condition.

Our success in the mobile channel depends upon our ability to provide advertising for mobile connected devices, the major operating systems or Internet browsers that run on them, and the thousands of applications that are downloaded onto them. The design of mobile devices, operating systems and browsers is controlled by third parties that may introduce new products or modify existing ones. In addition, cellular network carriers may affect our ability to access specified content on mobile devices. For example, Apple Inc. (“Apple”) recently announced its intent to eliminate the Identifier for Advertisers from its devices, which we, along with our competitors and other advertisers, have used to deliver targeted advertisements to consumers. While the effects of this development are uncertain and would not prevent us from operating our bidding technology on Apple devices, it could reduce the value of the ad impressions we offer. If we cannot operate effectively with popular devices, operating systems, or Internet browsers, including Apple devices and the Apple iOS operating system, our business, operating results, and financial condition would be adversely affected.

If we are not able to maintain and enhance our reputation and brand recognition, our business, financial conditions, and results of operations will be harmed.

We believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with existing customers and members and our ability to attract new customers and members. In September 2021, we rebranded and changed our name from Centro, Inc. to Basis Global Technologies, Inc. We may not be able to maintain or benefit from the same name recognition or status under the “Basis” brand as we did using the “Centro” brand, as investors may not understand or appreciate our rebranding efforts. The promotion of our brand may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive. Our marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur, and our results of operations could be harmed. In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our customers and members, could make it substantially more difficult for us to attract new customers. Similarly, because our customers often act as references for us with prospective new customers, any existing customer that questions the quality of our work or that of our employees could impair our ability to secure additional new customers. If we do not successfully maintain and enhance our reputation and brand recognition with our members and customers, our business may not grow and we could lose these relationships, which would harm our business, financial condition, and results of operations.

The COVID-19 pandemic could adversely affect our business, operating results, and financial condition.

The COVID-19 pandemic has caused general business disruption worldwide beginning in January 2020. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, operating results, cash

Table of Contents

flows, and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted.

We have experienced, and may continue to experience, a modest adverse impact on certain parts of our business following the implementation of shelter-in-place orders to mitigate the outbreak of the COVID-19 pandemic, including a lengthening of the sales cycle for some prospective customers and delays in the delivery of professional services and trainings to our customers.

We do not yet know the full extent of potential impacts on our business, operations or on the global economy as a whole, particularly if the COVID-19 pandemic, including recent and potential future COVID-19 variants such as Delta and Omicron, continues and persists for an extended period of time. Potential impacts include:

•our customer prospects and our existing customers may experience slowdowns in their businesses, which in turn may result in reduced demand for our platform, lengthening of sales cycles, loss of customers, and difficulties in collections;

•while certain of our offices are reopening in accordance with local ordinances, substantially all of our employees may continue to work from home and a substantial number may continue to do so for the foreseeable future, which may result in decreased employee productivity and morale with increased unwanted employee attrition;

•we continue to incur fixed costs, particularly for real estate, and are deriving reduced or no benefit from those costs;

•we may continue to experience disruptions to our growth planning, such as for facilities and international expansion;

•we anticipate incurring costs in returning to work from our facilities around the world, including changes to the workplace, such as space planning, food service, and amenities;

•we may be subject to legal liability for safe workplace claims;

•our critical vendors could go out of business;

•substantially all of our in-person marketing events, including conferences, have been canceled and we may continue to experience prolonged delays in our ability to reschedule or conduct in-person events and other related activities; and

•our marketing, sales, and support organizations are accustomed to extensive face-to-face customer and partner interactions, and our ability to conduct business is largely unproven.

Any of the foregoing could adversely affect our business, financial condition, and operating results.

Moreover, we have seen slower growth in certain operating expenses due to reduced business travel, deferred hiring for some positions, and the virtualization or cancellation of customer and employee events. However, as a vaccine becomes widely available and people begin to return to offices and other workplaces, any positive impacts of the COVID-19 pandemic on our business may slow or decline once the impact of the pandemic tapers. For additional information on the impact of the COVID-19 pandemic on our business, see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance—COVID-19 Pandemic."

Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our business, operating results and financial condition.

We have experienced significant growth since we were founded in 2001 and we continue to experience significant growth. To manage our growth effectively, we must continually evaluate and evolve our organization. We must also manage our employees, operations, finances, technology and development, and capital investments

Table of Contents

efficiently. Our efficiency, productivity, and the quality of our platform and our client service may be adversely impacted if we do not recruit, hire and train our new personnel, particularly our sales and support personnel, quickly and effectively, or if we fail to appropriately coordinate across our organization. Additionally, our rapid growth may place a strain on our resources, infrastructure and ability to maintain the quality of our platform.

The growth and expansion of our business creates significant challenges for our management, operational, and financial resources. In the event of continued growth of our operations or in the number of our third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. To effectively manage our growth, we must continue to improve our operational, financial, and management processes and systems and to effectively expand, train, and manage our employee base. As our organization continues to grow and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative solutions. This could negatively affect our business performance.

Our historical rate of growth may not be sustainable or indicative of our future rate of growth. We believe that our continued growth in revenue, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, our ability to address the challenges, risks, and difficulties described elsewhere in this “Risk Factors” section and the extent to which our various offerings grow and contribute to our results of operations. We cannot provide assurance that we will be able to successfully manage any such challenges or risks to our future growth. In addition, our customer base may not continue to grow or may decline due to a variety of possible risks, including increased competition, changes in the regulatory landscape, and the maturation of our business. Any of these factors could cause our revenue growth to decline and may adversely affect our margins and profitability. Failure to continue our revenue growth or margin improvement could have a material adverse effect on our business, financial condition, and results of operations. You should not rely on our historical rate of revenue growth as an indication of our future performance.

We have a history of losses, anticipate increases in our operating expenses in the future, and may not sustain profitability. If we cannot sustain profitability, our business, financial condition, and operating results will be adversely affected.

We have historically incurred net losses, and we may not achieve or maintain profitability in the future. Therefore, our revenue growth and levels of profitability should not be considered as indicative of future performance. For the fiscal years ended December 31, 2020 and December 31, 2019, we had net income of $3.2 million and net loss of $6.9 million, respectively. For the nine months ended September 30, 2021 and September 30, 2020, we had net income of $27.1 million and net loss of $9.9 million, respectively. As of September 30, 2021, we had an accumulated deficit of $305.5 million. We also expect our operating expenses to continue to increase in the future as we continue to invest for our future growth, including expanding our research and development function to drive further development of our platform, expanding our sales and marketing activities, developing the functionality to expand into adjacent markets, reaching customers in new geographic locations, and operating as a public company, which will negatively affect our operating results if our total revenue does not increase. In addition to the anticipated costs to grow our business, we also expect to incur significant additional legal, accounting, and other expenses as a newly public company. These efforts and additional expenses may be more costly than we expect, and we cannot guarantee that we will be able to increase our revenue to offset our operating expenses.

In future periods, our revenue or profitability could decline or grow more slowly than we expect for a number of other reasons, including reduced demand for our platform, increased competition, a decrease in the growth or reduction in size of our overall market, or if we cannot capitalize on growth opportunities. Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on its financial condition and operating results.

Table of Contents

As our costs increase, we may experience fluctuations in our operating results, which could make our future operating results difficult to predict or cause our operating results to fall below analysts’ and investors’ expectations and adversely affect the price of our Class A common stock.

Our quarterly and annual operating results have fluctuated in the past and we expect our future operating results to continue to fluctuate due to a variety of factors, many of which are beyond our control. Fluctuations in our operating results could cause our performance to fall below the expectations of analysts and investors, and adversely affect the price of our Class A common stock. Because our business is changing and evolving rapidly, our historical operating results may not be indicative of our future operating results. Factors that may cause our operating results to fluctuate include the following:

•changes in demand for programmatic advertising and for our products, including related to the seasonal nature of our customers’ spending on digital advertising campaigns;

•changes to availability of and pricing of competitive products and services, and their effects on our pricing;

•changes to the pricing or availability of inventory, data, or other third-party services;

•changes in our client base and offerings;

•the addition or loss of advertising agencies and advertisers as clients;

•changes in advertising budget allocations, agency affiliations, or marketing strategies;

•changes to our product, media, client or channel mix;

•changes and uncertainty in the regulatory environment for us, advertisers, or others in the advertising technology industry, and the effects of our efforts and those of our clients and partners to address changes and uncertainty in the regulatory environment;

•changes in the economic prospects of advertisers or the economy generally, which could alter advertisers’ spending priorities, or could increase the time or costs required to complete advertising inventory sales;

•changes in the pricing and availability of advertising inventory through real-time advertising exchanges or in the cost of reaching end consumers through digital advertising;

•disruptions or outages on our products;

•factors beyond our control, such as natural disasters, terrorism, war and public health crises;

•the introduction of new technologies or offerings by our competitors or others in the advertising marketplace;

•changes in our capital expenditures as we acquire the hardware, equipment, and other assets required to support our business;

•timing differences between our payments for advertising inventory and our collection of related advertising revenue;

•the length and unpredictability of our sales cycle;

•costs related to acquisitions of businesses or technologies and development of new products;

•the impact of the COVID-19 pandemic on our financial condition and the results of operations;

•cost of employee recruiting and retention; and

•changes to the cost of infrastructure, including real estate and information technology.

Table of Contents

Based upon the factors above and others beyond our control, we have a limited ability to forecast our future revenue, costs, and expenses. If we fail to meet or exceed the operating results expectations of analysts and investors or if analysts and investors have estimates and forecasts of our future performance that are unrealistic or that we do not meet, the market price of our Class A common stock could decline. In addition, if one or more of the analysts who cover us adversely change their recommendation regarding our stock, the market price of our Class A common stock could decline.

Seasonal fluctuations in advertising activity could have a negative impact on our revenue, cash flows, business, operating results, and financial condition.

Our revenue, cash flows, business, operating results and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of our clients’ spending on advertising campaigns. For example, our clients tend to devote more of their advertising budgets to the fourth fiscal quarter to coincide with consumer holiday spending. Moreover, advertising inventory in the fourth fiscal quarter may be more expensive due to an increase in demand. Additionally, political advertising could cause our revenue to increase during election cycles and decrease during other periods. Our historical revenue growth has lessened the impact of seasonality; however, seasonality fluctuations have in the past, and may in the future, have a significant impact on our revenue, cash flow, business, operating results and financial condition if, for example, our growth rate declines, if seasonal spending becomes more pronounced, or if seasonality otherwise differs from its expectations.

Future acquisitions, strategic investments or alliances could disrupt and harm our business, operating results and financial condition.

As part of our growth strategy, we have in the past acquired, and we may acquire or invest in other businesses, assets, technologies, or talent that are complementary to and fit within our strategic goals, such as our acquisition of substantially all of the assets of QuanticMind, Inc. in February 2021. Any acquisition or investment may divert the attention of management and require us to use significant amounts of cash, issue dilutive equity securities, or incur debt. We have limited experience in acquiring other businesses. In addition, the anticipated benefits or synergies of any acquisition or investment may not be realized, and we may be exposed to unknown risks, any of which could adversely affect our business, operating results, and financial condition, including risks arising from:

•difficulties in integrating the operations, technologies, product or service offerings, administrative systems, and personnel of acquired businesses, especially if those businesses operate outside of our core competency or geographies in which we currently operate;

•ineffectiveness or incompatibility of acquired technologies or solutions;

•potential loss of key employees of the acquired business;

•inability to maintain key business relationships and reputation of the acquired business;

•diversion of management attention from other business concerns;

•litigation arising from the acquisition or the activities of the acquired business, including claims from terminated employees, customers, former stockholders, or other third parties;

•assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk of liability;

•failure to generate the expected financial results related to an acquisition on a timely manner or at all;

•failure to accurately forecast the impact of an acquisition transaction; and

•implementation or remediation of effective controls, procedures, and policies for acquired businesses.

Table of Contents

Failure to appropriately mitigate these risks or other issues related to such strategic investments and acquisitions could result in reducing or completely eliminating any anticipated benefits of transactions and harm our business, operating results and financial condition.

Also, the anticipated benefit of any strategic alliance, joint venture or acquisition may not materialize or such strategic alliance, joint venture or acquisition may be prohibited. In October 2013, we entered into a revolving line of credit agreement with Silicon Valley Bank, which was subsequently amended at various times to adjust the borrowing capacity and provide us with additional flexibility (“Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement is secured by substantially all of our assets.

The Amended and Restated Credit Agreement restricts our ability to pursue certain mergers, acquisitions, amalgamations or consolidations that we may believe to be in our best interest. Additionally, future acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses or write-offs of goodwill, any of which could harm our financial condition. We cannot predict the number, timing or size of future joint ventures or acquisitions, or the effect that any such transactions might have on our operating results.

If our access to high-quality advertising inventory is diminished or fails to expand, our revenue could decline, and our growth could be impeded.

We must maintain consistent access to attractive ad inventory. Our success depends on our ability to secure access to quality inventory on reasonable terms across a broad range of advertising networks and exchanges and social media platforms, including video, display, CTV, audio and mobile inventory. The amount, quality, and cost of inventory available to us can change at any time. A few inventory suppliers hold a significant portion of the programmatic inventory either generally or concentrated in a particular channel, such as audio and social media. In addition, we compete with companies with which we have business relationships. For example, the Google subsidiary of Alphabet Inc. (“Google”), is one of our largest advertising inventory suppliers in addition to being one of our competitors. If Google or any other competitor with attractive advertising inventory limits our access to their advertising inventory, our business could be adversely affected. If our relationships with certain of our suppliers were to cease, or if the material terms of these relationships were to change unfavorably, our business would be negatively impacted.

Our suppliers are generally not bound by long-term contracts to us. As a result, there is no guarantee that we will have access to a consistent supply of quality inventory on favorable terms. If we are unable to compete favorably for advertising inventory available on real-time advertising exchanges, or if real-time advertising exchanges decide not to make their advertising inventory available to us, we may not be able to place advertisements or find alternative sources of inventory with comparable traffic patterns and consumer demographics in a timely manner. Furthermore, the inventory that we access through real-time advertising exchanges may be of low quality or misrepresented to us, despite attempts by us and our suppliers to prevent fraud and conduct quality assurance checks.

Inventory suppliers control the bidding process, rules, and procedures for the inventory they supply, and their processes may not always work in our favor. For example, suppliers may place restrictions on the use of their inventory, including prohibiting the placement of advertisements on behalf of specific advertisers. Through the bidding process, we may not win the right to deliver advertising to the inventory that is selected through our products and may not be able to replace inventory that is no longer made available to us.

As new types of inventory become available, we will need to expend significant resources to ensure we have access to such new inventory. For example, although television advertising is a large market, only a very small percentage of it is currently purchased through digital advertising exchanges. We are investing heavily in our programmatic television offering, including by increasing our workforce and by adding new features, functions, and integrations to Basis. If the CTV market does not grow as we anticipate or we fail to successfully serve this market, our growth prospects could be harmed.

Table of Contents

Our success depends on consistently adding valuable inventory in a cost-effective manner. If we are unable to maintain a consistent supply of quality inventory for any reason, client retention and loyalty, and our financial condition and operating results could be harmed.

In addition, the viewability of ad impressions is important to certain advertisers, because it enables them to assess the value of particular ad impressions as a means to reach a target audience. There is, however, no consensus regarding the definition of viewability or the minimum standard viewability thresholds and metrics that should apply for different ad formats. We cannot predict whether consensus views will emerge, or what they will be. Incorporating accepted viewability approaches fully into our business as they evolve will require us to incur additional costs to integrate relevant technologies and process additional information through our products. In addition, ad impressions that are well differentiated on the basis of viewability will also typically be differentiated on the basis of value, with those that are less viewable valued lower. In this context, if we are not able to effectively transact ad impressions with higher viewability and to incorporate appropriate viewability capabilities into our products, we could be competitively disadvantaged and our business, operating results, and financial condition could be adversely affected.

Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our solutions without compensating us, thereby eroding our competitive advantages and harming our business.

Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop or otherwise acquire, so that we can prevent others from using our inventions and proprietary information. Establishing trade secret, copyright, trademark, domain name, and patent protection is difficult and expensive. We rely on trademark, copyright, trade secret laws, confidentiality procedures and contractual provisions to protect our proprietary methods and technologies. We have been granted trademark registrations with the United States Patent and Trademark Office and various foreign authorities for certain of our brands. While we have registered trademarks in the United States and other foreign jurisdictions, and have additional trademark applications pending, there can be no assurance that our registered trademarks will not be limited in scope or invalidated, or that trademark applications will result in trademark registrations. Even if we continue to seek trademark protection in the future, we may be unable to obtain or maintain trademark registrations for our brands. In addition, any of our trademarks or other intellectual property rights may be challenged or circumvented by others or invalidated or held unenforceable through administrative processes, including opposition proceedings, cancellation proceedings, or litigation in the United States or in foreign jurisdictions. We have not pursued patent protection on our technology. It may be possible for unauthorized third parties to copy or reverse engineer aspects of our technology or otherwise obtain and use information that we regard as proprietary, or to develop technologies similar or superior to our technology or design around our proprietary rights, despite the steps we have taken to protect our proprietary rights.

We seek to protect our trade secrets and proprietary know-how and technology through confidentiality agreements and other access control measures. While we generally enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we share confidential information, we cannot assure you that these agreements will be effective in controlling access to, or preventing unauthorized distribution, use, misuse, misappropriation, reverse engineering, or disclosure of our proprietary information, know-how, and trade secrets. Further, these agreements do not prevent our competitors or partners from independently developing offerings that are substantially equivalent or superior to ours. These agreements may be breached, and we may not have adequate remedies for any such breach. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets and know-how. Failure of such strategies to protect our technology or our intellectual property in the future could have an adverse impact on our business, financial condition and results of operations.

From time to time, we may take legal action to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others, or defend against claims of infringement. Such litigation could result in substantial costs and the diversion of limited resources and might not be successful. If we are unable to protect our proprietary rights (including aspects of our technology solution) we may find ourselves at a competitive disadvantage.

Table of Contents

We may be subject to intellectual property rights claims by third parties, which are costly to defend, could require us to pay significant damages, and could limit our ability to use technology or intellectual property.

We operate in an industry with extensive intellectual property litigation. There is a risk that our products or our business and services may infringe or be alleged to infringe the trademarks, copyrights, patents, and other intellectual property rights of third parties, including patents held by our competitors or by non-practicing entities. We have been subject and may in the future be subject, to legal proceedings and claims alleging that we infringe or otherwise violate the intellectual property rights of third parties. Our success depends, in part, on our ability to develop and commercialize our products and services without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties. However, we may not be aware if our products or services are infringing, misappropriating, or otherwise violating third-party intellectual property rights, and third parties may bring claims alleging such infringement, misappropriation, or violation. Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover one or more of our products or services and there is also a risk that we could adopt a technology without knowledge of a pending patent application, which technology would infringe a third-party patent once that patent is issued. Companies in the software and technology industries, including some of our current and potential competitors, are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, the law continues to evolve and be applied and interpreted by courts in novel ways that we may not be able to adequately anticipate, and such changes may subject us to additional claims and liabilities. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own, have purchased, or otherwise obtained. Many potential litigants, including some of our competitors, have the ability to dedicate substantial resources to assert their intellectual property rights and to defend claims that may be brought against them. In a patent infringement claim against us, we may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid or both. The strength of our defenses will depend on the patents asserted, the interpretation of these patents and our ability to invalidate the asserted patents. However, we could be unsuccessful in advancing non-infringement or invalidity arguments in our defense. In the United States, issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of proof.

We may also face allegations that our employees have misappropriated or divulged the intellectual property of their former employers or other third parties. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, the claims are time consuming, divert management attention and financial resources, and are costly to evaluate and defend. Some of our competitors have substantially greater resources than we do and are able to sustain the cost of complex intellectual property litigation to a greater extent and for longer periods of time than we could. Results of these litigation matters are difficult to predict and may require us to stop offering some features, purchase licenses, which may not be available on favorable terms or at all, or modify our technology or products while we develop non-infringing substitutes, or incur significant settlement costs. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on our business, results of operations or the market price of our Class A common stock. Any of these events could have an adverse effect on our business, operating results, and financial condition.

Changes in tax laws or tax rulings could adversely affect our effective tax rates and financial condition.

The tax regimes we are subject to or operate under are unsettled and may be subject to significant change. Changes in tax laws (including in response to the COVID-19 pandemic) or tax rulings, or changes in interpretations of existing laws, could cause us to be subject to additional income-based taxes and non-income taxes (such as payroll, sales, use, value-added, digital tax, net worth, property and goods and services taxes), which in turn could adversely affect our financial condition and results of operations. For example, in December 2017, the U.S. federal government enacted the tax reform legislation known as the Tax Cuts and Jobs Act, or the 2017 Tax Act. The 2017 Tax Act significantly changed the existing U.S. corporate income tax laws by, among other things, lowering the U.S. corporate tax rate, implementing a partially territorial tax system, and imposing a one-time deemed repatriation tax on certain post-1986 foreign earnings. In addition, many countries in the European Union, as well as a number of

Table of Contents

other countries and organizations such as the Organization for Economic Cooperation and Development, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could impact our tax obligations. Some of these or other new rules could result in double taxation. Any significant changes to our future effective tax rate could adversely affect our business, financial condition and results of operations.

We may have exposure to greater than anticipated tax liabilities.

The tax laws applicable to our business, including the laws of the United States and other jurisdictions, are subject to interpretation. Our existing corporate structure has been implemented in a manner we believe is in compliance with current prevailing tax laws. In addition, we are subject to federal, state and local taxes in the United States and in numerous foreign jurisdictions. Significant judgment is required in evaluating our tax positions and worldwide provision for taxes. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. Our tax obligations and effective tax rates could be adversely affected by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations, including those relating to income tax nexus, by our earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our business, with some changes possibly affecting our tax obligations in future or past years.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and any such assessments could adversely affect our business, financial condition and results of operations.

Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable or that our presence in such jurisdictions is sufficient to require us to collect taxes, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties and interest or future requirements may adversely affect our financial condition and results of operations. Further, in June 2018, the Supreme Court held in South Dakota v. Wayfair, Inc. that states could impose sales tax collection obligations on out-of-state sellers even if those sellers lack any physical presence within the states imposing the sales taxes. Under the Wayfair decision, a person requires only a “substantial nexus” with the taxing state before the state may subject the person to sales tax collection obligations therein. An increasing number of states (both before and after the publication of the Wayfair decision) have considered or adopted laws that attempt to impose sales tax collection obligations on out-of-state sellers. The Supreme Court’s Wayfair decision has removed a significant impediment to the enactment and enforcement of these laws, and it is possible that states may seek to tax out-of-state sellers on sales that occurred in prior tax years, which could create additional administrative burdens for us, put us at a competitive disadvantage if such states do not impose similar obligations on our competitors, and decrease our future sales, which could adversely affect our business, financial condition and results of operations.

Our corporate culture has contributed to our success, and if we cannot maintain that culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our corporate culture, and our business, operating results, and financial operations may be harmed.

We believe our corporate culture has been a critical component of our success as we believe it fosters innovation, creativity, and teamwork across our business, helping to drive our success. We intend to expand our overall headcount and operations both domestically and internationally, with no assurance that we will be able to do so while effectively maintaining our corporate culture. As we expand and change, particularly across multiple geographies or following acquisitions, it may be difficult to preserve our corporate culture, which could reduce our ability to innovate, create, and operate effectively. In turn, the failure to preserve our culture could adversely affect our business, operating results, and financial condition by negatively affecting our ability to attract, recruit, integrate, and retain employees, continue to perform at current levels, and effectively execute our business strategy.

Table of Contents

We depend on our talent to grow and operate our business, and if we are unable to hire, integrate, develop, motivate, and retain our personnel, we may not be able to grow effectively.

Our ability to maintain our competitive position is largely dependent on the services of our senior management and other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. The market for such positions is competitive. Qualified individuals are in high demand and we may incur significant costs to attract them. In addition, the loss of any of our senior management or other key employees, in particular our Founder and Chief Executive Officer, or our inability to recruit and develop mid-level managers could materially and adversely affect our ability to execute our business plan and we may be unable to find adequate replacements. Competition for qualified employees is intense in our industry, and the loss of even a few qualified employees, or an inability to attract, retain, and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. To attract and retain key personnel, we use various measures, including an equity incentive program for key executive officers and other employees. These measures may not be enough to attract and retain the personnel we require to operate our business effectively. All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. If we fail to retain talented senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business, financial condition, and results of operations may be materially adversely affected.

Our success depends on our ability to retain key members of our management team, including Shawn Riegsecker, our Chief Executive Officer and founder, and on our ability to hire, train, retain, and motivate new employees.

Our success depends upon the continued service of members of our senior management team and other key employees. Our Founder and Chief Executive Officer, Shawn Riegsecker, is critical to our overall management, as well as the continued development of our products and relationships with publishers, DSPs, and agencies, and our strategic direction. We do not maintain key-person insurance on any of our employees. Some of our key employees may receive significant proceeds from sales of our Class A common stock, which may reduce their motivation to continue to work for us. As a result, we may be unable to retain them, which could make it difficult to operate our business, cause us to lose expertise or know-how, and increase our recruitment and training costs.

Our success also depends on our ability to hire, train, retain, and motivate new employees. Competition for employees in our industry can be intense, and we compete for experienced personnel with many companies that have greater resources than we have. The market for talent in our key areas of operations, especially in engineering, and competition for qualified personnel is particularly intense in Chicago, where we are headquartered, as well as in New York City and Toronto, where we also maintain offices.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. The estimates and forecasts included in this prospectus relating to size and expected growth of our target market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasts included in this prospectus, our business may not grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

We calculate certain operational metrics using internal systems and tools and do not independently verify such metrics. Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We present certain operational metrics herein. We calculate these metrics using internal systems and tools that are not independently verified by any third party. These metrics may differ from estimates or similar metrics published by third parties or other companies due to differences in sources, methodologies, or the assumptions on which we rely. These metrics have a number of limitations, and our methodologies for tracking these metrics may

Table of Contents

change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose on an ongoing basis. For example, the customer spend format or customer spend channel that informs how we may make certain business decisions may be miscategorized. Additionally, if we undercount or overcount performance or our metrics contain algorithmic or other technical errors, such as potentially misallocating customers that have multiple accounts, the data we present may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring these metrics. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which would affect our long-term strategies. If our operating metrics or our estimates are not accurate representations of our business, or if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our operating and financial results could be adversely affected.

Our business could be disrupted by catastrophic events such as power disruptions, data security breaches, and terrorism.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, commerce, and the global economy, and thus could harm our business. In the event of a major earthquake, hurricane, fire, cyber-attack, war, terrorist attack, disease, such as COVID-19, power loss, telecommunications failure, or other catastrophic events, we may be unable to continue our operations, in part or in whole, and may endure reputational harm, breaches of data security, and loss of critical data, all of which could harm our business, results of operations, and financial condition. Our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster, such as fires, floods, severe weather, droughts, and travel-related health concerns including pandemics and epidemics. In addition, acts of terrorism, including malicious internet-based activity, could cause disruptions to the internet or the economy as a whole. Even with our disaster recovery arrangements, access to our platform could be interrupted. If our systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver our platform and solution to our customers and members would be impaired or we could lose critical data. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business, financial condition, and results of operations would be harmed.

We have implemented a disaster recovery program that allows us to move website traffic to a backup data center in the event of a catastrophe. This allows us the ability to move traffic in the event of a problem, and the ability to recover in a short period of time. However, to the extent our disaster recovery program does not effectively support the movement of traffic in a timely or complete manner in the event of a catastrophe, our business and results of operations may be harmed.

We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to our business, financial condition, and results of operations that may result from interruptions in access to our platform as a result of system failures.

As we grow our business, the need for business continuity planning and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business and reputation would be harmed.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features and tools or enhance our existing solutions, improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we have engaged and may continue to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and

Table of Contents

privileges superior to those of holders of our Class A common stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

Risks Related to the Advertising Technology Industry, Market and Competition

We operate in an intensely competitive market that includes companies that have greater financial, technical, and marketing resources relative to us.

We face intense competition in the marketplace. We compete for advertising spending against competitors that, in some cases, are also publishers or advertisers. We also compete for access to advertising inventory against a variety of competitors. Some of our existing and potential competitors are better established, benefit from greater name recognition, may have offerings and technology that we do not have, or have significantly more financial, technical, sales, and marketing resources than us. In addition, some competitors, particularly those with greater scale or a more diversified revenue base and a broader offering, have greater flexibility to offer competitive pricing and other contract terms, or bundle their product offerings with products or services that we may not be able to provide. If publishers and advertisers purchase and sell advertising inventory directly from one another or through intermediaries rather than through us, our business may suffer as a result of a reduction in advertising spend on our products. New or stronger competitors may emerge through acquisitions and industry consolidation or through development of disruptive technologies. If our offerings are not perceived as competitively differentiated, we could lose clients, market share, or be compelled to reduce our prices, thereby adversely affecting our business, operating results and financial condition.

The advertising technology industry has rapidly evolved and undergone considerable consolidation over our lifetime, and we expect these trends to continue, which may increase the capabilities and competitive posture of larger companies, particularly those that are already dominant in the advertising technology industry, and enable new or stronger competitors to emerge. We compete with other industry participants for a finite number of large advertisers in our target markets, and any consolidation of advertisers may give the resulting enterprises greater bargaining power or result in the loss of advertisers that use our products, thereby reducing our potential base of advertisers, which may adversely affect our business, operating results, and financial condition.

As technology continues to improve and market factors continue to attract investment, competition and pricing pressure may increase and market saturation may change the competitive landscape in favor of larger competitors with greater scale, broader offerings, and financial resources to grow more quickly and strengthen their competitive position relative to us. In addition, our competitors or potential competitors may adopt certain aspects of our business model, which could reduce our ability to differentiate our products and solutions to existing and prospective customers. If we are unable to compete successfully against our current and future competitors, our business, operating results, and financial position may be adversely affected.

If the non-proprietary technology, software, products, and services that we obtain from third parties become unavailable, become subject to terms we cannot agree to, or do not perform as we expect, our business, operating results, and financial condition could be harmed.

We depend on various technology, software, products, and services from third parties or that are available as open source, including for critical features and functionality running our day-to-day operations, including payment processing, payroll, and other professional services. Identifying, negotiating, complying with, and integrating with third-party terms and technology is complex, costly, and time-consuming. Failure by third-party providers to maintain, support, or secure their technology either generally or for us specifically, or downtime, errors, or defects in their products or services, could materially and adversely impact our administrative obligations or other areas of our operations. Having to replace any third-party providers or their technology, products, or services could result in outages or difficulties in our ability to provide our services.

Table of Contents

Our revenue and operating results are highly dependent on the overall demand for advertising. Factors that affect the amount of advertising spending, such as economic downturns and the COVID-19 pandemic, or other sustained adverse market events, can make it difficult to predict our revenue and could adversely affect our business, operating results, and financial condition.

Our business depends on the overall demand for advertising and on the economic health of our current and prospective publishers and advertiser. For example, due to the COVID-19 pandemic and the recession in the United States and global economy in the second quarter of 2020, advertising demand on our products decreased. Various macroeconomic factors could cause advertisers to reduce their advertising budgets, including adverse economic conditions and general uncertainty about economic recovery or growth, particularly in North America where we do most of our business; instability in political or market conditions generally; and any changes in tax treatment of advertising expenses and revenue. Reductions in overall advertising spending as a result of these factors could make it difficult to predict our revenue and could adversely affect our business, operating results, and financial condition.

If the use of digital advertising is rejected by consumers, through opt-in, opt-out or ad-blocking technologies, or other means, it could have an adverse effect on our business, operating results, and financial condition.

Consumers can, with increasing ease, implement technologies that limit our ability to collect and use data to deliver advertisements, or otherwise limit the effectiveness of the digital advertising. Cookies may be deleted or blocked by consumers. The most commonly used Internet browsers allow consumers to modify their browser settings to block first-party cookies (placed directly by the publisher or website owner that the consumer intends to interact with) or third-party cookies (placed by parties, like us, that have no direct relationship with the consumer), and some browsers block third-party cookies by default. For example, Google has announced its intention to block the use of all third-party cookies on its Chrome browser. Additionally, Apple has adopted an “opt-in” privacy model, requiring users to voluntarily choose to receive targeted ads, which may reduce the value of ad impressions on its iOS mobile application platform. Many applications and other devices allow consumers to avoid receiving advertisements by paying for subscriptions or other downloads. Mobile devices using Android and iOS operating systems limit the ability of cookies to track consumers while they are using applications other than their web browser on the device. Consequently, fewer of our cookies or publishers’ cookies may be set in browsers or be accessible in mobile devices, which adversely affects our business.

Some consumers also download free or paid “ad blocking” software on their computers or mobile devices, not only for privacy reasons, but also to counteract the adverse effect advertisements can have on the consumer experience, including increased load times, data consumption, and screen overcrowding. Ad-blocking technologies and other privacy controls may prevent some third-party cookies, or other tracking technologies, from being stored on a consumer’s computer or mobile device. If more consumers adopt these measures, our business, operating results, and financial condition could be adversely affected. Ad-blocking technologies could have an adverse effect on our business, operating results, and financial condition if they reduce the volume or effectiveness and value of advertising. In addition, some ad blocking technologies block only ads that are targeted through use of third-party data, while allowing ads based on first-party data (i.e., data owned by the publisher). These ad blockers could place us at a disadvantage because we rely on third-party data, while some large competitors have troves of first-party data they use to direct advertising. Other technologies allow ads that are deemed “acceptable,” which could be defined in ways that place us or our advertisers at a disadvantage, particularly if such technologies are controlled or influenced by our competitors. Even if ad blockers do not ultimately have an adverse effect on our business, investor concerns about ad blockers could cause our stock price to decline.

Unfavorable publicity and negative public perception about the advertising industry, particularly concerns regarding data privacy and security relating to the advertising industry’s technology and practices, and perceived failure to comply with laws and industry self-regulation, could adversely affect our business, operating results and financial condition.

With the growth of digital advertising and e-commerce, there is increasing awareness and concern among the general public, privacy advocates, mainstream media, governmental bodies and others regarding marketing, advertising and data privacy matters, particularly as they relate to individual privacy interests and the global reach of the online marketplace. Concerns about industry practices with regard to the collection, use, and disclosure of

Table of Contents

personal information, whether or not valid and whether driven by applicable laws and regulations, industry standards, customer or inventory provider expectations, or the broader public, may harm our reputation, result in loss of goodwill, and inhibit use of our products by current and future customers. Any unfavorable publicity or negative public perception about us, the advertising technology industry, including our competitors can affect our business, operating results and financial condition, and may lead to digital publishers or customers changing their business practices or additional regulatory scrutiny or lawmaking that affects us or the advertising technology industry. For example, in recent years, consumer advocates, mainstream media and elected officials have increasingly and publicly criticized the data and marketing industry for our collection, storage and use of personal data. Additional public scrutiny may cause existing and prospective customers to be distrustful of us and the advertising technology industry in general, increased resistance by customers to share and permit the use of their personal data, increased consumer opt-out rates or increased private class actions, any of which could negatively influence, change or reduce our existing and prospective customers’ demand for our platform and services, subject us to liability and adversely affect our business, operating results and financial condition.

Risks Related to Data Privacy

We depend on third-party data centers, the disruption of which could adversely affect our business, operating results, and financial condition.

We host our company-owned infrastructure at third-party data centers. Any damage to or failure of our systems generally would prevent us from operating our business. We rely on the Internet and, accordingly, depend on the continuous, reliable, and secure operation of Internet servers, related hardware and software, and network infrastructure. While we have access to our servers, we do not control our servers, all components of our network or the operations of the external data centers where our servers and components of our network are maintained. The owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruptions.

Problems faced by our third-party data center operations, with the telecommunications network providers with whom we contract, or with the systems by which our telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of customers. Additionally, improving our infrastructure and expanding our capacity in anticipation of growth in new channels and formats, as well as implementing technological enhancements to our products to improve our efficiency and cost-effectiveness are key components of our business strategy, and if our data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems could adversely affect our reputation, expose it to liability, cause us to lose customers, or otherwise adversely affect our business, operating results, and financial condition. Service interruptions might reduce our revenue, subject us to potential liability, or adversely affect our business, operating results, and financial condition.

The ongoing effects of the COVID-19 pandemic, or the occurrence of a natural disaster, an act of terrorism, vandalism or sabotage, or other unanticipated problems at these facilities could result in interruptions in the availability of Basis, and we do not currently have a disaster recovery arrangement in place. Moreover, because we do not currently have full redundancy with respect to the services at each data center, if one of our data centers shuts down there may be a period of time that our products or services, or some of our products or services, will be unavailable to publishers served by that data center. If any of these events were to occur, our business, operating results, or financial condition could be adversely affected.

Outages or disruptions, including any interruptions due to cyberattacks or to our failure to maintain adequate security and supporting infrastructure as we scale, could damage our reputation, business, operating results, and financial condition.

As we grow our business, we expect to continue to invest in infrastructure, including hardware and software solutions, network services and database technologies, as well as potentially increasing our reliance on open source

Table of Contents

software. Without these improvements, our operations might suffer from unanticipated system disruptions, slow transaction processing, unreliable service levels, impaired quality or delays in reporting accurate information regarding transactions on our products, any of which could negatively affect our reputation and ability to attract and retain customers. For example, we have experienced brief outages in the past and may continue to experience similar outages in the future. The steps we have taken or will take to enhance the reliability, integrity, and security of our products is or may be expensive and complex, and poor execution could result in operational failures. In addition, cyberattack techniques are constantly evolving and becoming increasingly diverse, growing increasingly more sophisticated and could involve denial-of-service attacks or other maneuvers that have the effect of disrupting the availability of our services, which could seriously harm our reputation and business. Other types of cyberattacks could harm us even if the operations of our products are left undisturbed. For example, attacks may be designed to deceive employees into releasing control of our systems to a hacker, while others may aim to introduce computer viruses, ransomware or malware into our systems with a view to stealing confidential or proprietary data or otherwise extorting us. We are also vulnerable to unintentional errors or malicious actions by persons with authorized access to our systems that exceed the scope of their access rights, distribute data erroneously, or, unintentionally or intentionally, interfere with the intended operations of our products. Incidents like this can give rise to a variety of losses and costs, including legal exposure, regulatory fines, or damage to our reputation, amongst others. Although we maintain insurance coverage, it may be insufficient to protect us against all losses and costs stemming from security breaches, cyberattacks and other types of unlawful activity, or any resulting disruptions from such events.

Maintaining the security and availability of our products, network, and internal IT systems and the security of information we hold on behalf of our customers is a critical issue for Basis and our customers. Attacks on our customers and our own network are frequent and take a variety of forms, including DDoS attacks, infrastructure attacks, botnets, malicious file attacks, cross-site scripting, credential abuse, ransomware, bugs, viruses, worms, and malicious software programs. Outages and disruptions of our products, including any caused by cyberattacks, may harm our reputation and our business, operating results, and financial condition.

A significant breach of the confidentiality of the information we hold or of the security of our or our customers’, suppliers’, or other partners’ computer systems from cyber-attacks could be detrimental to our business, reputation, and operating results.

Our business requires the storage, transmission, and utilization of data, including personally identifiable information, much of which must be maintained on a confidential basis. These activities may make us a target of cyber-attacks by third parties seeking unauthorized access to the data we maintain, including our data and client data, or to disrupt our ability to provide our services. Any failure to prevent or mitigate security breaches and improper access to or disclosure of the data we maintain, including personal information, could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position. In addition, computer malware, viruses, social engineering, and general hacking have become more prevalent. As a result of the types and volume of data on our systems, we believe that we are a particularly attractive target for such breaches and attacks.

In recent years, the frequency, severity, sophistication of cyber-attacks, hacking, phishing schemes, computer malware, viruses, social engineering, and other intentional misconduct by computer hackers has significantly increased, and government agencies and security experts have warned about the growing risks of hackers, cyber criminals, and other potential attackers targeting information technology systems. Such third parties could attempt to gain entry to our systems for the purpose of stealing data or disrupting the systems. In addition, our security measures may also be breached due to employee error, malfeasance, system errors, or vulnerabilities, including vulnerabilities of our vendors, suppliers, their products, or otherwise. Third parties may also attempt to fraudulently induce our employees or clients into disclosing sensitive information such as usernames, passwords, or other information to gain access to our clients’ data or our data, including intellectual property and other confidential business information. We believe that it has taken appropriate measures to protect our systems from intrusion, but it cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities in our systems and attempts to exploit those vulnerabilities, physical system or facility break-ins and data thefts, or other developments will not compromise or breach the technology protecting our systems and the information it possess.

Table of Contents

Although we have developed systems and processes that are designed to protect our data, our client data, and data transmissions to prevent data loss, and to prevent or detect security breaches, our databases may be subject to unauthorized access by third parties, and we may incur significant costs in protecting against or remediating cyber-attacks. Any security breach could result in operational disruptions that impair our ability to meet our clients’ requirements, which could result in decreased revenues. Also, whether there is an actual or a perceived breach of our security, our reputation could suffer irreparable harm, causing our current and prospective clients to reject our products and services in the future and deterring data suppliers from supplying us with data. Further, we could be forced to expend significant resources in response to a security breach, including those expended in repairing system damage, increasing cyber security protection costs by deploying additional personnel and protection technologies, and litigating and resolving legal claims or governmental inquiries and investigations, all of which could divert the attention of our management and key personnel away from our business operations. In any event, a significant security breach could materially harm our business, reputation, financial condition, and operating results.

Our clients, suppliers, and other partners are primarily responsible for the security of their information technology environments, and we rely heavily on them and other third parties to supply clean data content or to utilize our products and services in a secure manner. Each of these third parties may face risks relating to cyber security, which could disrupt their businesses and therefore materially impact our business. While we provide guidance and specific requirements in some cases, it does not directly control any of such parties’ cyber security operations, or the amount of investment they place in guarding against cyber security threats. Accordingly, we are subject to any flaw in or breaches of their systems, which could materially impact our business, operations, and financial results.

Our business or ability to operate our business could be impacted by changes in the technology industry by established technology companies or government regulation. Such developments, including the restriction of “third-party cookies,” and restrictions on access to and the usage and collection of user and device personal data could cause instability in the advertising technology industry and could harm our business, operating results and financial condition.

Programmatic advertising enables more precise audience targeting based on the identity and actions of the user. Targeted advertising is generally more effective and valuable than other types of advertising. We and our customers must be permitted to use data in a variety of ways in order to successfully advertise to targeted audiences. Our ability to collect, use, and share data about advertising purchase and sale transactions and user behavior and interaction with content is critical to the value of our services, and any limitation on our data practices could impair our ability to deliver effective solutions to our customers. Any restriction on the types of data we collect could make placement of advertising through our solution less valuable, with commensurate reductions in revenue.

Digital advertising and in-app advertising are largely dependent on established technology companies and their operation of the most commonly used Internet browsers (Chrome, Firefox, Internet Explorer and Safari), devices and their operating systems (Android and iOS). These companies may change the operations or policies of their browsers, devices, and operating systems in a manner that fundamentally changes our ability to operate our products or collect data. Users of these browsers, devices, or operating systems may also adjust their behaviors and use of technology in ways that change our ability to collect data. Digital advertising and in-app advertising are also dependent, in part, on internet protocols and the practices of internet service providers, including IP address allocation. Changes that these providers make to their practices, or adoption of new internet protocols, may materially limit or alter the availability of data. A limitation or alteration of the availability of data in any of these or other instances may have a material impact on the advertising technology industry, which could decrease advertising budgets and subsequently reduce our revenue and adversely affect our business, operating results, and financial condition.

For example, browser providers have recently enacted (or plan to enact) changes restricting the use of third-party cookies in their browsers, which may cause instability in the digital advertising market. Execution of digital advertising relies to a significant extent on the use of cookies, pixels, and other similar technology to collect data about users and devices. Third-party cookies are owned and used by parties other than the owners of the website visited by the Internet user. We use such cookies to gather information about consumers, and for delivering digital advertising. Because we and our customers rely upon large volumes of such data collected primarily through cookies

Table of Contents

and similar technologies, it is possible that these efforts may have a substantial impact on our ability to collect and use data from Internet users, and it is essential that we monitor developments in this area domestically and globally, and engage in responsible privacy practices, including providing consumers with notice of the types of data we collect and how we use that data to provide our services.

Each third-party platform provider has broad discretion to change and interpret their terms of service and other policies with respect to the collection of data. A platform provider may alter how advertisers are able to advertise on their platform, change how the personal information of our users is made available, limit the use of personal information for advertising purposes, restrict how users can share information, or significantly increase the level of compliance or requirements necessary to use our platform. For example, in June 2020, Apple announced a plan to overhaul Identifier for Advertisers, IDFA, which anonymously profiles users for targeted advertising, as part of a new proposed application tracking transparency framework that, among other things, would require opt-in consent for certain types of tracking. The effect of such transparency and IDFA changes remains uncertain. We rely in part on IDFA to provide us with information to aid our advertisers. The proposed IDFA and transparency changes may limit our ability to collect and use IDFAs from Apple devices. Finding alternative solutions may require the incurrence of substantial costs and the expenditure of substantial resources, and to the extent we are unable to utilize IDFA or a similar offering. Additionally, Apple implemented new requirements for consumer disclosures regarding privacy and data processing practices in December 2020, which have resulted in increased compliance requirements and could result in decreased data collection on Apple’s platform. Apple has also announced a new application tracking transparency framework that would require opt-in consent for certain types of tracking. This transparency framework could have an impact on the effectiveness of our advertising practices. Any similar changes to the policies of Apple or Google may materially and adversely affect our business, financial condition, and operating results.

For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by the developers of the mobile operating systems and could be changed in a way that may negatively impact our business. Privacy aspects of other channels for programmatic advertising, such as over-the-top video (“OTT video”) or CTVs, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels.

Limitations on our or our customers’ ability to collect and use data for advertising may impact the performance of our products.

We are subject to laws and regulations related to data privacy, data protection, information security, political advertising, and consumer protection across different markets where we conduct our business, including in the United States and Europe. Such laws, regulations, and industry requirements are constantly evolving and changing and are likely to remain uncertain for the foreseeable future. Our actual or perceived failure to comply with such obligations could have an adverse effect on our business, operating results, and financial operations.

We receive, store and process data about or related to consumers in addition to our customers, employees, and services providers. Our handling of this data is subject to a variety of federal, state, and foreign laws and regulations in addition to regulation by various government authorities and self-regulatory guidelines. Our data handling practices are also subject to contractual obligations and certain industry standards.

The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use, and storage of data relating to individuals, including the use of data for marketing, advertising, and other communications with individuals and businesses. In the United States, various laws and regulations apply to the collection, processing, disclosure, and security of certain types of data. Additionally, the U.S. Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination, and security of data. If we fail to comply with any such laws or regulations, we may be subject to enforcement actions that may not only expose us to litigation, fines, and civil or criminal penalties, but may also require us to change our business practices and have an adverse effect on our business, operating results, and financial condition.

Table of Contents

The regulatory framework for data privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. The occurrence of unanticipated events often drives the rapid adoption of legislation or regulation affecting the use, collection, or other processing of data and the manner in which we conduct our business. Restrictions could be placed upon the collection, management, aggregation, and use of information, which could result in a material increase in the cost of collecting or otherwise obtaining certain kinds of data and could limit the ways in which we may use or disclose information. In particular, interest-based advertising, or the use of data to draw inferences about a user’s interests and deliver relevant advertising to that user, and similar or related practices (sometimes referred to as behavioral advertising or personalized advertising), such as cross-device data collection and aggregation, steps taken to de-identify personal data, and to use and distribute the resulting data, including for purposes of personalization and the targeting of advertisements, have come under increased scrutiny by legislative, regulatory, and self-regulatory bodies in the United States and abroad that focus on consumer protection or data privacy. Much of this scrutiny has focused on the use of cookies and other technology to collect information about Internet users’ online browsing activity on web browsers, mobile devices, and other devices, to associate such data with user or device identifiers or de-identify identities across devices and channels.

In the United States, Congress and various state legislatures, along with federal regulatory agencies have recently increased their attention on matters concerning the collection and use of consumer data. In the United States, non-sensitive consumer data generally may be used under current rules and regulations, subject to certain restrictions, so long as the person does not affirmatively “opt-out” of the collection or use of such data. If an “opt-in” model or other more restrictive regulations were to be adopted in the United States, less data would be available, and the cost of data would be higher.

California enacted legislation, the California Consumer Privacy Act (“CCPA”), which became effective on January 1, 2020 and became enforceable by the California Attorney General on July 1, 2020, along with related regulations which came into force on August 14, 2020. The CCPA creates individual privacy rights for California residents and increases the privacy and security obligations of businesses handling personal data. The CCPA is enforceable by the California Attorney General and there is also a private right of action relating to certain data security incidents. The CCPA generally requires covered businesses to, among other things, provide new disclosures to California consumers and afford California consumers new abilities to opt-out of certain sales of personal information, a concept that is defined broadly. We cannot yet fully predict the impact of the CCPA or subsequent guidance on our business or operations, but it may require us to further modify our data processing practices and policies and to incur substantial costs and expenses to comply. Decreased availability and increased costs of information could adversely affect our ability to meet our customers’ requirements and could have an adverse effect on our business, operating results, and financial condition.

Additionally, a recent California ballot initiative, the California Privacy Rights Act (“CPRA”), imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt-outs for certain uses of sensitive data and sharing of personal data starting in January 2023. As voted into law by California residents in November 2020, the CPRA could have an adverse effect on our business, operating results, and financial condition. The effects of the CCPA and CPRA are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses to comply and increase our potential exposure to regulatory enforcement or litigation.

The CCPA has encouraged “copycat” laws and in other states across the country, such as in Nevada, New Hampshire, Illinois, and Nebraska. In March 2020, Virginia passed the Consumer Data Protection Act (“CDPA”) which takes effect in January 2023. The CDPA is enforceable by the Virginia Attorney General and creates individual privacy rights for Virginia residents and increases the privacy obligations of businesses handling sensitive personal data. Similarly, Colorado passed the Colorado Privacy Act (the “CPA”), which is set to take effect on July 1, 2023. We cannot yet fully predict the impact of the CDPA, CPA, or subsequent laws on our business or operations, but they may require us to further modify our data processing practices and policies and to incur substantial costs and expenses to comply. Other proposed legislation may add additional complexity, variation in requirements, restrictions, and potential legal risk, require additional investment in resources to compliance programs, and could impact strategies and availability of previously useful data and could result in increased compliance costs or changes in business practices and policies.

Table of Contents

In Europe, the GDPR took effect on May 25, 2018 and applies to products and services that we provide in Europe, as well as the processing of personal data of EU citizens, wherever that processing occurs. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union (“EU”) that are different than those that were in place in the European Union. For example, we have been required to offer new controls to data subjects in Europe before processing data for certain aspects of our service. Failure to comply with GDPR may result in significant penalties for non-compliance of up to the greater of €20 million or 4% of an enterprise’s global annual revenue. In addition to the foregoing, a breach of the GDPR could result in regulatory investigations, reputational damage, orders to cease/change our processing of our data, enforcement notices, or assessment notices (for a compulsory audit). we may also face civil claims, including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

Further, in the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the ePrivacy Directive will be replaced by an EU Regulation, known as the ePrivacy Regulation, which will significantly increase fines for non-compliance and impose burdensome requirements around obtaining consent. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies. As regulators start to enforce the strict approach (which has already begun to occur in Germany, where data protection authorities have initiated a probe on third-party cookies), this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs, and subject us to additional liabilities. Any failure to achieve required data protection standards (which are not currently clear when applied to the online advertising ecosystem) may result in lawsuits, regulatory fines, or other actions or liability, all of which may harm our operating results. Because the interpretation and application of privacy and data protection laws such as the CCPA and GDPR, and the related regulations and standards, are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in manners that are, or are asserted to be, inconsistent with our data management practices or the technological features of our solutions.

We are also subject to laws and regulations that dictate whether, how, and under what circumstances we can transfer, process or receive certain data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services. European data protection laws, including the GDPR, generally restrict the transfer of personal information from Europe, including the European Economic Area, United Kingdom (“U.K.”) and Switzerland, to the United States and most other countries unless the parties to the transfer have implemented specific safeguards to protect the transferred personal information. One of the primary safeguards allowing U.S. companies to import personal information from Europe has been certification to the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield frameworks administered by the U.S. Department of Commerce. However, in July 2020, the Court of Justice of the European Union issued a decision invalidating the EU-U.S. Privacy Shield framework. The same decision also raised questions about whether one of the primary alternatives to the EU-U.S. Privacy Shield, namely, the European Commission’s Standard Contractual Clauses (“SCCs”), can lawfully be used for personal information transfers from Europe to the United States or most other countries. Similarly, on September 8, 2020, the Swiss Federal Data Protection and Information Commissioner announced that the Swiss-U.S. Privacy Shield Framework is inadequate for personal information transfers from Switzerland to the United States, and also raised questions about the viability of the Standard Contractual Clauses. Authorities in the U.K. may similarly invalidate use of the EU-U.S. Privacy Shield and raise questions on the viability of the Standard Contractual Clauses as mechanisms for lawful personal information transfers to the United States and other countries. On June 4, 2021, the European Commission adopted new SCCs, which impose on companies additional obligations relating to data transfers, including the obligation to conduct a transfer impact assessment and, depending on a party’s role in the transfer, to implement additional security measures and to update internal privacy practices. If we elect to rely on the new SCCs for data transfers, we may be required to incur significant time and resources to update our contractual arrangements and to comply with new obligations. The new SCCs may increase the legal risks and liabilities under the GDPR and local EU laws associated with cross-border data transfers, and result in material increased compliance and operational costs. At present, there are few, if any, viable alternatives to the EU-U.S. Privacy Shield, Swiss-U.S. Privacy Shield, and the SCCs, all of which are

Table of Contents

mechanisms on which we have relied for personal information transfers from Europe to the United States and other countries. If we are unable to implement a valid solution for personal information transfers from Europe, we will face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal information from Europe, and we may be required to increase our data processing capabilities in Europe at significant expense. We expect EU regulators to aggressively enforce EU laws prohibiting data transfers to the U.S. and other countries without a legally sound transfer mechanisms.

Further, the United Kingdom’s decision to leave the EU, often referred to as Brexit, has created uncertainty in data protection issues involving the U.K. For example, pursuant to a post-Brexit trade deal between the U.K. and the EU, transfers of personal information from the European Economic Area (“EEA”) to the U.K. are not considered restricted transfers under the GDPR for a period of up to six months from January 1, 2021. On June 28, 2021, the European Commission issued an adequacy decision under the GDPR which allows transfers of personal information from the EEA to the U.K. to continue without restriction for a period of four years ending June 27, 2025. During these four years, the European Commission will continue to monitor the legal situation in the U.K. and can intervene if the U.K. deviates from the level of data protection in place at the time of issuance of the adequacy decision. If the adequacy decision is withdrawn or not renewed, transfers of personal information from the EEA to the U.K. will require a valid transfer mechanism and companies making such transfers may be required to implement new processes and put new agreements in place to continue making such transfers. Additionally, although the U.K. enacted a Data Protection Act in May 2018 that is designed to be consistent with the GDPR, uncertainty remains regarding how data transfers to and from the U.K. will be regulated notwithstanding Brexit. The effects of Brexit have been and are expected to continue to be far-reaching. Brexit and the perceptions as to its impact may adversely affect business activity and economic conditions globally, and could continue to contribute to instability in global financial markets. Brexit could also have the effect of disrupting the free movement of goods, services, and people between the U.K. and the EU. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which EU laws to replace or replicate. The full effects of Brexit are uncertain and will remain so until the U.K. and EU reach a definitive resolution with regards to outstanding trade and legal matters. Given these possibilities and others we may not anticipate, as well as the lack of comparable precedent, the full extent to which our business, results of operations, and financial condition could be adversely affected by Brexit is uncertain.

Commitments to self-regulation in the advertising technology industry may subject us to investigation by government or self-regulatory bodies, government or private litigation, and could harm our reputation, brand, business, operating results, and financial operations.

In addition to our legal obligations, we have committed to comply, and generally require our clients and partners to comply, with applicable self-regulatory principles, such as the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising in the U.S., and similar self-regulatory principles in Europe and Canada adopted by the local Digital Advertising Alliance. Trade associations and industry self-regulatory groups have also promulgated best practices and other industry standards relating to targeted advertising. Our efforts to comply with these self-regulatory principles include providing customers with notice of and a choice of when advertising is served to them based, in part, on their interests. If we or our customers or partners make mistakes in the implementation of these principles, or if self-regulatory bodies expand these guidelines or government authorities issue different guidelines regarding Internet-based advertising, or opt out mechanisms fail to work as designed, or if Internet users misunderstand our technology or our commitments with respect to these principles, we may, as a result, be subject to negative publicity, government investigation, government or private litigation, or investigation by self-regulatory bodies or other accountability groups. Any such action against us, or investigations, even if meritless, could be costly and time consuming, require us to change our business practices, cause us to divert management’s attention and our resources, and be damaging to our reputation, brand, business, operating results, and financial condition. In addition, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. We cannot yet determine the impact such future standards may have on our business.

Table of Contents

Risks Related to our Relationships with Publishers and Advertisers and Other Strategic Relationships

We are subject to long sales cycles, fee issues and payment-related risks and if our customers do not pay, or dispute their invoices, our business, operating results and financial condition may be adversely affected.

We have been and, in the future, may be involved in disputes with agencies and their advertisers over the operation of our products, the terms of our agreements, or our billings for purchases made by them through our products. When we are unable to collect or make adjustments to our bills to customers, we incur write-offs for bad debt or reductions to revenue, which could have a material adverse effect on our operating results for the periods in which the write-offs or revenue adjustments occur. In the future, bad debt may exceed reserves for such contingencies and our bad debt exposure may increase over time. Any increase in write-offs for bad debt or reductions in revenue associated with adjustments could have a materially negative effect on our business, operating results and financial condition.

Furthermore, we are generally contractually required to pay suppliers of advertising inventory and data within a negotiated period of time, regardless of whether our customers pay us on time, or at all. While we attempt to negotiate long payment periods with our suppliers and shorter periods from our customers, we are not always successful. As a result, our accounts payable with certain suppliers may be due on shorter cycles than our accounts receivables with certain customers, requiring us to remit payments from our own funds.

This payment process will increasingly consume working capital if we continue to be successful in growing our business. In addition, like many companies in the advertising technology industry, advertising agencies are often slow to remit payment to us, which may cause us to be unable to borrow against our accounts receivables on commercially acceptable terms, our working capital availability could be reduced, and as a consequence our operating results and financial condition would be adversely impacted. Additionally, we may need to rely on borrowings to partially fund our working capital requirements.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to fund our working capital needs, if at all. If our cash flows and borrowings are insufficient to fund our working capital requirements, we may not be able to grow at the rate we currently expect or at all. In addition, in the absence of sufficient cash flows from operations, we might be unable to meet our obligations and we may therefore be at risk of default under any borrowing arrangements. We cannot assure you that it will be able to access additional financing or increase our borrowing or borrowing capacity on commercially reasonable terms or at all.

Our sales cycle, from initial contact to contract execution and implementation, can take up to 120 days or longer. As part of our sales cycle, we may incur significant expenses before we can generate any revenue from a prospective customer. We have no assurance that the substantial time and money spent on our sales efforts will generate significant revenue. If conditions in the marketplace, generally or with a specific prospective customer, change negatively, it is possible that we will be unable to recover any of these expenses. Our sales efforts involve educating our customers about the use, technical capabilities, and benefits of our products. Some of our customers undertake an evaluation process that frequently involves not only our offerings but also the offerings of our competitors. As a result, it is difficult to predict when we will obtain new customers and begin generating revenue from these new customers. Even if our sales efforts result in obtaining a new customer, the customer controls when and to what extent it uses our products and therefore the amount of revenue that we generate, and it may not sufficiently justify the expenses incurred to acquire the customer and the related training support. As a result, we may not be able to add customers, or generate revenue, as quickly as we may expect or need, which could harm our growth prospects, business, operating results, and financial condition.

Downward pressure on fees, including discounts and concessions, could adversely affect our business, operating results and financial condition.

We receive requests from advertisers for discounts, fee concessions or revisions, or other forms of consideration, refunds, and greater levels of pricing transparency and specificity, in some cases as a condition to maintain the relationship or to increase the advertising spend on our platform. In addition, we charge fees to publishers for use of our technology and services, typically as a percentage of the cost of media, and we may decide

Table of Contents

to offer discounts or other pricing concessions in order to attract more inventory or demand, or to compete effectively with other providers that have different or lower pricing structures and may be able to undercut our pricing due to greater scale or other factors. Our revenue, take rate (our fee as a percentage of advertising spend), the value of our business, and the price of our stock could be adversely affected if we cannot maintain and grow our revenue and profitability through volume increases that compensate for price reductions, or if we are forced to make significant fee concessions, or refunds, or if advertisers reduce spending with us due to fee disputes or pricing issues.

Our contracts with our publishers and advertisers are not exclusive, may be terminated upon relatively short notice, and generally do not require long-term commitments. If publishers or advertisers representing a significant portion of our revenue decide to materially reduce their use of our products, we could experience an immediate and significant decline in our revenue and profitability which could harm our business, operating results, and financial operations.

Publishers and advertisers may do business with our competitors as well as with us and, in many instances may reduce or cancel their business with us or terminate our contracts without penalty, and may bypass us and transact directly with each other or through other intermediaries that compete with us. Accordingly, our business is highly vulnerable to changes in the macro environment, price competition, and development of new or more compelling offerings by our competitors, which could reduce business generally or motivate publishers or advertisers to migrate to competitors’ offerings.

Publishers and advertisers may seek to change the terms on which they do business with us, or allocate their advertising inventory or demand to our competitors who provide advertising demand and supply to them on more favorable terms or whose offerings are considered more beneficial. Supply of advertising inventory is also limited for some publishers, such as special sites or new technologies, and publishers may request higher prices, fixed price arrangements or guarantees that we cannot provide as effectively as our competitors, or that would reduce the profitability of that business. In addition, publishers sometimes place significant restrictions on the sale of their advertising inventory, such as strict security requirements, limitations on data sharing, prohibitions on advertisements from specific advertisers or specific industries, and restrictions on the use of specified creative content or format. Finally, with the proliferation of header bidding, which is the process by which multiple advertisers participate simultaneously in a digital auction to win ad space on a website, publishers’ inventory is available for purchase through multiple exchanges simultaneously. Advertisers, in turn, are free to direct their spend to us or one or more of our competitors, and increasingly are seeking price concessions, or other consideration to direct more spend towards us.

If an advertiser or group of advertisers representing a significant portion of the demand on our products, or a publisher or group of publishers representing a significant portion of the inventory available on our platform, decides to materially reduce use of our solutions, it could cause an immediate and significant decline in our revenue and profitability and harm to our business. Loss of important inventory could reduce fees from customers that cannot be shifted to other inventory sources and make it harder to differentiate us from our competitors. The number of media publishers and advertisers in the market is finite, and it could be difficult for us to replace the losses from any publishers or advertisers whose relationships with us diminish or terminate. Additionally, if we overestimate future usage, we may incur additional expenses in adding infrastructure without a commensurate increase in revenue, which would harm our profitability and other operating results.

We rely on publishers, advertisers, and partners to abide by contractual requirements and applicable laws, rules, and regulations when using our products, and legal claims or enforcement actions resulting from their actions could expose us to liabilities, damage our reputation, and be costly to defend.

Publishers, advertisers, and partners impose various requirements upon each other, and they, and the underlying advertisers, are subject to regulatory requirements by governments and standards bodies applicable to their activities. While we contractually limit our exposure to liability in our contracts with advertisers, we may be held liable for the failure to satisfy or facilitate the satisfaction of some of these requirements through the contracts we enter into with publishers, advertisers, and partners. These responsibilities could expose us to significant liabilities, perhaps without the ability to impose effective mitigating controls upon, or to recover from, publishers and advertisers. We could be

Table of Contents

subject to litigation as a result of such actions, and, if we were sued, we would incur legal costs in our defense and we cannot guarantee that a court would not attribute some liability to us.

We require our publishers, advertisers, data providers, and partners to abide by relevant laws, rules and regulations, and restrictions by their counterparties, when transacting through us, and we generally attempt to obtain representations from advertisers that the advertising they place through us complies with applicable laws and regulations and does not violate third-party intellectual property rights, and from publishers about the quality and characteristics of the impressions they provide. We also generally receive representations from publishers, advertisers, and data providers about their privacy practices and compliance with applicable laws and regulations, including their maintenance of adequate privacy policies that disclose and permit our data collection practices. Nonetheless, there are many circumstances in which it is difficult or impossible for us to monitor or evaluate compliance by publishers, advertisers, and data providers with such representations. For example, we cannot control the content of publisher’s media properties, and we are often unable to determine exactly what information a partner collects after an ad has been placed, and how the advertiser uses any such collected information.

If publishers, advertisers, data providers, or partners fail to abide by relevant laws, rules and regulations, or contract requirements when transacting over our platforms, or after such a transaction is completed, we could potentially face liability to consumers for such misuse. Potential sources of liability to consumers include malicious activities, such as the introduction of malware into consumers’ computers through advertisements served through us, and code that redirects consumers to sites other than the ones consumers sought to visit, potentially resulting in malware downloads or use charges from the redirect site. Publishers may have terms of use in place with their consumers that disclaim or limit their potential liabilities to such consumers, or pursuant to which consumers waive rights to bring class-action lawsuits against the publishers related to advertisements. Similarly, if such misconduct results in enforcement action by a regulatory body or other governmental authority, we could become involved in a potentially time-consuming and costly investigation or we could be subject to some form of sanction or penalty. We may not be able to secure adequate indemnification against such harms or otherwise protect ourselves, and our insurance policies may not adequately cover such claims and losses.

We rely on third-party open source software components. Failure to comply with the terms of the underlying open source software licenses could expose us to liabilities, and the combination of open source software with code that we develop could compromise the proprietary nature of our platform.

We use software licensed to us by third-party authors under “open source” licenses and we expect to continue to utilize open source software in the future. The use of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. To the extent that we depend upon the successful operation of the open source software we use, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our products, delay the introduction of new solutions, result in a failure of our products, and injure our reputation. For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks, and, as a result, make our systems more vulnerable to data breaches. Furthermore, some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use. If we combine our proprietary software with open source software in a specific manner, we could, under some open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.

Although we monitor our use of open source software to avoid subjecting ourselves to conditions we do not intend to apply, we cannot assure you that our processes for controlling our use of open source software on our platforms will be effective. If we are held to have breached the terms of an open source software license, we could be required to seek licenses from third parties in order to continue operating our platforms on terms that are not economically feasible, to re-engineer our platforms or the supporting computational infrastructure or to discontinue our use of such code, or to make generally available, in source code form, portions of our proprietary code.

Table of Contents

Interruptions or delays in the services provided by critical data centers or internet service providers could impair the delivery of our platform and our business could suffer.

We host our platform using third-party service providers, including two providers of cloud infrastructure services, one of which is Amazon Web Services (“AWS”). We do not have control over the operations of the facilities of AWS and other third-party providers that we use. We therefore depend on our third-party cloud providers’ ability to protect their data centers against damage or interruption from natural disasters, power or telecommunications failures, criminal acts, and similar events. Our operations depend on protecting the cloud infrastructure hosted by such providers by maintaining their respective configuration, architecture, and interconnection specifications, as well as the information stored in these virtual data centers and which third-party internet service providers transmit. We have the past experienced service disruptions, and we cannot assure you that we will not experience interruptions or delays in our service in the future. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data storage services we use. Although we have disaster recovery plans that utilize multiple data storage locations, any incident affecting their infrastructure that may be caused by fire, flood, severe storm, earthquake, hurricane, cybersecurity attacks, power loss, telecommunications failures, unauthorized intrusion, computer viruses and disabling devices, natural disasters, military actions, terrorist attacks, and other similar events beyond our control could negatively affect our platform, including any disruptions in light of increased usage during the COVID-19 pandemic. In the event that AWS’ or any other third-party provider’s systems or service abilities are hindered by any of the events discussed above, our ability to operate our platform may be impaired and data may be compromised. All of the aforementioned risks may be augmented if our or our partners’ business continuity and disaster recovery plans prove to be inadequate. The facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct, all of which could lead to data theft or misappropriation. Any prolonged service disruption affecting our platform for any of the foregoing reasons could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur.

Our platform is accessed by many customers, often at the same time. As we continue to expand the number of our customers and products available to our customers, there may be interruptions or delays in service. In addition, the failure of data centers, third-party internet service providers, or other third-party service providers to meet our capacity requirements could result in interruptions or delays in access to our platform or impede our ability to grow our business and scale our operations. If our third-party infrastructure service agreements are terminated, or there is a lapse of service, or there is interruption of internet service provider connectivity or damage to such facilities, we could experience interruptions in access to our platform as well as delays and additional expense in arranging new facilities and services

Moreover, we are heavily reliant on the cloud services provided by AWS. AWS provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. We may not be able to easily switch our AWS operations to another cloud or other data center provider if there are disruptions or interference with our use of or relationship with AWS, and, even if we do switch our operations, other cloud and data center providers are subject to the same risks. If AWS unexpectedly terminates our cloud services agreement, we would be forced to incur additional expenses to locate an alternative provider and may experience outages or disruptions to our service. Any service disruption affecting our platform during such migration or while operating on the AWS cloud infrastructure could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business.

Risks Related to our Internal Controls and Finances

Insiders have substantial control over us, including as a result of the dual class structure of our common stock, which could limit or preclude your ability to influence corporate matters, including the election of directors and the approval of any change of control transaction.

Our Class B common stock will have ten votes per share, and our Class A common stock will have one vote per share. Our directors, officers, and holders of more than 5% of our common stock, and their respective affiliates, hold

Table of Contents

in the aggregate approximately % of the voting power of our capital stock, and our Founder and Chief Executive Officer, Shawn Riegsecker, individually will hold in the aggregate approximately % of the voting power. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock will collectively control a majority of the combined voting power of our common stock and therefore will be able to control all matters submitted to our stockholders for approval. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. The interests of this group of stockholders may not coincide with your interests or the interests of other stockholders. This concentration of ownership may also have the effect of deterring, delaying, or preventing a change of control of the Company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company, and might ultimately affect the market price of our Class A common stock. Having a dual-class common stock structure may make our Class A common stock less attractive to some investors, such as funds and investment companies that attempt to track the performance of any indexes that prohibit or limit the inclusion of companies with such structures.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. As a result, it is possible that one or more of the persons or entities holding our Class B common stock could gain significant voting control as other holders of Class B common stock sell or otherwise convert their shares into Class A common stock.

We have entered into, and may in the future enter into, credit facilities which may contain operating and financial covenants that restrict our business and financing activities. We may need additional capital to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business.

Various business challenges and opportunities may require additional funds, including the need to respond to competitive threats or market evolution by developing new solutions and improving our operating infrastructure through additional hiring or acquisition of complementary businesses or technologies, or both. In addition, we could incur significant expenses or shortfalls in anticipated cash generated as a result of unanticipated events in our business or competitive, regulatory, or other changes in our market, or longer payment cycles required or imposed by advertisers. As a result, we have entered into, and may in the future enter into, credit facilities such as our revolving line of credit, which contain restrictions that limit our flexibility in operating our business.

The Amended and Restated Credit Agreement contains customary affirmative and restrictive covenants, including covenants that limit our ability to, among other things:

•convey, sell, lease, transfer, assign, or otherwise dispose of or permit any of our subsidiaries to convey, sell, lease, transfer, assign, or otherwise dispose of all or any part of our business or property

•make changes to the nature of our business, liquidate or dissolve, or permit or undergo any change of control;

•engage in mergers or acquisitions or permit any of our subsidiaries to engage in mergers or acquisitions;

•create, incur, allow, or suffer any lien on any of our property, or assign or convey any right to receive income, including the sale of any accounts, or permit any of our subsidiaries to do so;

•maintain any collateral account with specified exceptions;

•make restricted payments, including paying dividends on, retiring, repurchasing, redeeming or making distributions with respect to our capital stock;

•make specified investments;

Table of Contents

•directly or indirectly enter into or permit to exist transactions with our affiliates;

•make payments in respect of subordinated debt or amend any provision in any document relating to the subordinated debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof; and

•become an investment company or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended.

The revolving line of credit also requires us to remain in compliance with certain financial ratios, such as liquidity and free cash flow. In the event that we breach one or more covenants, our lenders may choose to declare an event of default and require that we immediately repay all amounts outstanding, terminate the commitment to extend further credit, and foreclose on the collateral granted to them to collateralize such indebtedness, which includes substantially all of our assets, including accounts receivable, deposit accounts, intellectual property, and investment property and equipment, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. In addition, if we fail to meet the required covenants, we will not have access to further draw-downs under the Amended and Restated Credit Agreement. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Revolving Line of Credit” for additional information.

Our available cash and cash equivalents, any cash we may generate from operations, and our available line of credit under our Amended and Restated Credit Agreement may not be adequate to meet our capital needs, and therefore we may need to engage in equity or debt financings to secure additional funds. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing on terms satisfactory to us when we require it or we are unable to renew our revolving line of credit when it matures or enter into a new one, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business may be adversely affected.

If we do raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, if we issue debt, the holders of that debt would have prior claims on our assets, and in case of insolvency, the claims of creditors would be satisfied before distribution of value to equity holders, which would result in significant reduction or total loss of the value of our equity.

Our management has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of our business. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.

Table of Contents

We have international operations and plans to continue expanding abroad where we have more limited operating experience, which may subject us to additional cost and economic risks that can adversely affect our business, financial condition, and operating results.

Our international operations and expansion plans create challenges associated with supporting a rapidly growing business across a multitude of cultures, customs, monetary, legal and regulatory systems, and commercial infrastructures. we have a limited operating history outside of the United States and Canada, and our ability to manage and expand our business and conduct our operations internationally requires considerable attention and resources.

We have personnel in the U.S., Canada, Mexico, and Argentina, and we are continuing to expand our international operations. Some of the countries into which we are expanding, or potentially may expand, present heightened risks with respect to compliance with anti-corruption laws, trade sanctions, export controls and other laws. Our teams in locations outside the United States are substantially smaller than some of our teams in the United States. To the extent we are unable to effectively engage with non-U.S. advertising agencies or international divisions of U.S. agencies due to our limited sales force capacity, or we are unable to secure quality non-U.S. ad inventory and data on reasonable terms, we may be unable to effectively grow in international markets.

Our international operations and expansion subject it to a variety of additional risks, including:

•risks related to local advertising markets, where adoption of programmatic ad buying may be slower than in the United States, advertisers and inventory and data providers may be less familiar with demand-side platforms and our brand, and business models may not support our value proposition;

•exposure to public health issues, and to travel restrictions and other measures undertaken by governments in response to such issues;

•risks related to compliance with U.S. and local laws and regulations, including those relating to privacy, cybersecurity, data security, antitrust, data localization, anti-bribery, import and export controls, economic sanctions (including to existing and potential partners and clients), tax and withholding (including overlapping of different tax regimes), varied labor and employment laws (including those relating to termination of employees); corporate formation, partnership, restrictions on foreign ownership or investment, and other regulatory limitations or obligations on our operations (such as obtaining requisite licenses or other governmental requirements); and the increased administrative costs and risks associated with such compliance;

•operational and execution risk, and other challenges caused by distance, language, and cultural differences, which may burden management, increase travel, infrastructure, and legal compliance costs, and add complexity to our enforcement of advertising standards across languages and countries;

•geopolitical and social factors, such as concerns regarding negative, unstable, or changing economic conditions in the countries and regions where we operate, global and regional recessions, political instability, and trade disputes;

•risks related to pricing structure, payment, and currency, including aligning our pricing model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing and collecting in foreign currencies and associated foreign currency exposure, and difficulties in repatriating or transferring funds from or converting currencies; and

•reduced protection for intellectual property rights in some countries and practical difficulties in enforcing contractual and intellectual property rights abroad.

We may incur significant operating expenses as a result of our international operations and expansion, and we may not be successful. Our international business also subjects it to the impact of differing regulatory requirements, costs and difficulties in managing a distributed workforce, and potentially adverse tax consequences in the U.S. and abroad. If our international activities were found to be in violation of any existing or future international laws or

Table of Contents

regulations or if interpretations of those laws and regulations were to change, our business in those countries could be subject to fines and other financial penalties, have licenses revoked, or be forced to restructure operations or shut down entirely. In addition, advertising markets outside of the United States are not as developed as those within the United States, and we may be unable to grow our business sufficiently. Any failure to successfully manage the risks and challenges related to our international operations could adversely affect our business, financial condition, and operating results.

Risks Related to this Offering and Ownership of Our Class A Common Stock

Our Class A common stock price may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

The trading price of our Class A common stock following the completion of this offering is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “—Risks Related to our Business and Industry” and the following:

•the impact of the COVID-19 pandemic on our financial condition and the results of operations;

•our operating and financial performance and prospects;

•our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

•conditions that impact demand for our products and/or services;

•future announcements concerning our business, our clients’ businesses or our competitors’ businesses;

•the public’s reaction to our press releases, other public announcements and filings with the SEC;

•the market’s reaction to our reduced disclosure and other requirements as a result of being an emerging growth company;

•the size of our public float;

•coverage by or changes in financial estimates by securities analysts or our failure to meet their expectations;

•market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

•strategic actions by us or our competitors, such as acquisitions or restructurings;

•changes in laws or regulations which adversely affect our industry or us;

•privacy and data protection laws, privacy or data breaches, or the loss of data;

•changes in accounting standards, policies, guidance, interpretations or principles;

•changes in senior management or key personnel;

•issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

•changes in our dividend policy;

•adverse resolution of new or pending litigation against us; and

Table of Contents

•changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low. As a result, you may suffer a loss on your investment.

Following periods of market volatility, stockholders may institute securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

No public market for our Class A common stock currently exists, and an active public trading market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market or active private market for our Class A common stock. We have applied to list our Class A common stock on the Nasdaq. However, an active trading market may not develop following the completion of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the market price of your shares of Class A common stock. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

We do not intend to pay dividends on our Class A common stock for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. In addition, the terms of the Amended and Restated Credit Agreement restrict our ability to pay dividends to limited circumstances. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to our indebtedness, industry trends and other factors that our board of directors may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. In addition, we may incur additional indebtedness, the terms of which may further restrict or prevent us from paying dividends on our common stock. As a result, you may have to sell some or all of your Class A common stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends, particularly when others in our industry have elected to do so, could also adversely affect the market price of our Class A common stock.

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline.

All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act (including any shares that may be purchased by any of our affiliates in this offering). The remaining shares of our Class A common stock are subject to the lock-up agreement or market stand-off agreements described below.

Subject to certain exceptions, we, all of our directors and executive officers, and substantially all of the holders of our Class A common stock, or securities exercisable for or convertible into our Class A common stock outstanding immediately prior to this offering, are subject to market stand-off agreements or have agreed not to offer, sell, or agree to sell, directly or indirectly, any shares of common stock without the permission of each of

Table of Contents

Goldman Sachs & Co. LLC, BofA Securities, Inc. and RBC Capital Markets, LLC, on behalf of the underwriters, for a period of 180 days from the date of this prospectus, subject to an early release provision allowing for the release of a certain percentage of such locked-up securities on the 101st day following the date of this prospectus, provided that the closing price of our Class A common stock on the Nasdaq exceeds certain thresholds in a specified period prior to such early release as described in the section titled “Underwriting.” When the lock-up period expires, we and our securityholders subject to a lock-up agreement or market stand-off agreement will be able to sell our shares in the public market. In addition, the underwriters may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the lock-up period. See the section titled “Shares Eligible for Future Sale” for more information. Sales of a substantial number of such shares upon expiration of the lock-up and market stand-off agreements, or the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

In addition, as of September 30, 2021, we had options outstanding that, if fully exercised, would result in the issuance of shares of our common stock. We also granted options to purchase shares of our Class B common stock subsequent to September 30, 2021. All of the shares of common stock issuable upon the exercise or settlement of stock options, and the shares reserved for future issuance under our equity incentive plans, will be registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance subject to existing lock-up or market standoff agreements and applicable vesting requirements.

We may become involved in claims, lawsuits, government investigations and other proceedings that could adversely affect our business, financial condition and results of operations.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower, and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, or require us to change our business practices. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect our financial condition and results of operations. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Any of the foregoing could adversely affect our business, financial condition and results of operations.

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, operating results, and prospects could be harmed, and the market price of our Class A common stock could decline. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government that may not generate a high yield for our stockholders. These investments may not yield a favorable return to our investors.

Because the initial public offering price of our Class A common stock will be substantially higher than the pro forma net tangible book value per share of our outstanding common stock following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma net tangible book value per share of our Class A common stock immediately following this offering based on the total value of our tangible assets less

Table of Contents

our total liabilities. Therefore, if you purchase shares of our Class A common stock in this offering, based on the midpoint of the offering price range set forth on the cover page of this prospectus, and the issuance of shares of common stock in this offering, you will experience immediate dilution of $ per share, the difference between the price per share you pay for our Class A common stock and its pro forma net tangible book value per share as of September 30, 2021. Furthermore, if the underwriters exercise their option to purchase additional shares from us, if outstanding stock options are exercised, if we issue awards to our employees under our equity incentive plans, or if we otherwise issue additional shares of our common stock, you could experience further dilution. See the section titled “Dilution” for additional information.

We cannot predict the effect our dual class structure may have on the market price of our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock subsequent to the completion of this offering, in adverse publicity or in other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, S&P Dow Jones announced that it will no longer admit companies with multiple-class share structures to certain of our indices, including the Russell 2000 and the S&P 500, S&P MidCap 400, and S&P SmallCap 600, which together make up the S&P Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of our indices. Under such announced policies, the dual class structure of our stock would make it ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to track those indices would not invest in our Class A common stock. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from such indices, but it is possible they may depress valuations, compared to similar companies that are included. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.

The restated certificate and restated bylaws, to become effective at the completion of this offering, and Delaware law contain or will contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Among other things, the restated certificate and/or our bylaws will include the following provisions:

•our dual class structure, which means that holders of our Class B common stock, including our chief executive officer, will have substantial control over us;

•a staggered board, which means that our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause;

•limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes;

•subsequent to holder of shares of our super-voting Class B common stock no longer having control over us by virtue of holding such shares, a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

•a forum selection clause, which means certain litigation against us can only be brought in Delaware;

•the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

Table of Contents

•advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents interested stockholders, such as certain stockholders holding more than 15% of our outstanding Class A common stock and Class B common stock, from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder, the board of directors approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the Class A common stock and Class B common stock, or (iii) following board approval, such business combination receives the approval of the holders of at least two-thirds of our outstanding common stock not held by such interested stockholder at an annual or special meeting of stockholders.

Any provision of our restated certificate and restated bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.

Our restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our restated certificate of incorporation, which will become effective prior to the completion of this offering, will provide that, unless we consent in writing to the selection of an alternative forum, the (a) Court of Chancery (“Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on our behalf; (ii) any action, suit or proceeding asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, stockholders, employees or agents to us or to our stockholders; (iii) any action, suit or proceeding asserting a claim arising pursuant to the DGCL, the restated certificate or restated bylaws; or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine; and (b) subject to the foregoing, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, such forum selection provisions shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the restated certificate to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our restated certificate and restated bylaws will provide that the federal district courts of the United States of America shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

These exclusive forum provisions may (i) increase the costs for an investor and/or (ii) limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find either exclusive forum provision in our restated certificate to be inapplicable or

Table of Contents

unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition, and results of operations.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our Class A common stock could decline.

If our existing stockholders sell substantial amounts of our Class A common stock in the public market following this offering, the market price of our Class A common stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of Class A common stock could also depress our market price. Our executive officers and directors and certain of our stockholders are subject to the lock-up agreements described under “Underwriting” and the Rule 144 holding period requirements described under “Shares Eligible for Future Sale.” After these lock-up periods have expired, the holding periods have elapsed and, in the case of restricted stock, the shares have vested, additional shares will be eligible for sale in the public market. The market price of shares of our Class A common stock may drop significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of shares of our Class A common stock might impede our ability to raise capital through the issuance of additional shares of our Class A common stock or other equity securities.

In addition, following the expiration of the lock-up agreements referred to above, certain stockholders will be entitled, under our investors’ rights agreement, to require us to register shares owned by them for public sale in the United States. We also expect to file a registration statement to register shares reserved for future issuance under our equity compensation plans. As a result, subject to the satisfaction of applicable exercise periods and the expiration or waiver of lock-up agreements referred to above, the shares issued upon exercise of outstanding stock options will be available for immediate resale in the United States in the open market. Sales of our Class A common stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales could also cause the trading price of our Class A common stock to fall and make it more difficult for you to sell shares of our Class A common stock.

Additionally, certain of our employees, executive officers, and directors may enter into Rule 10b5-1 trading plans providing for sales of shares of our Class A common stock from time to time. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the employee, director, or officer when entering into the plan, without further direction from the employee, officer, or director. A Rule 10b5-1 trading plan may be amended or terminated in some circumstances. Our employees, executive officers, and directors also may buy or sell additional shares outside of a Rule 10b5-1 trading plan when they are not in possession of material, nonpublic information, subject to the expiration of the lock-up agreements and Rule 144 requirements referred to above.

Future sales and issuances of our Class A common stock or rights to purchase Class A common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the stock price of our Class A common stock to decline.

In the future, we may sell Class A common stock, convertible securities, or other equity securities in one or more transactions at prices and in a manner we determine from time to time. We expect to issue securities to employees and directors pursuant to our equity incentive plans. If we sell common stock, convertible securities, or other equity securities in subsequent transactions, or common stock is issued pursuant to equity incentive plans, our investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our common stock, including our Class A common stockholders.

General Risk Factors

If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make

Table of Contents

some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures that are designed to ensure information required to be disclosed by us in our financial statements and in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers.

Our current controls and any new controls we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results, may result in a restatement of our financial statements for prior periods, cause us to fail to meet our reporting obligations, and could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we are required to include in the periodic reports we will file with the SEC. However, while we remain an “emerging growth company,” we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our Class A common stock. We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and we are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.

Upon becoming a public company, and particularly after we are no longer an “emerging growth company,” significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business, financial condition and operating results.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iii) exemptions from the requirements of holding nonbinding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not approved previously. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements and two years of selected financial data in this prospectus.

We could be an emerging growth company for up to five fiscal years following the completion of this offering. However, certain circumstances could cause us to lose that status earlier, including the date on which we are deemed to be a “large accelerated filer,” under applicable SEC rules, if we have total annual gross revenue of $1.07 billion or more, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an “emerging growth company” or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act, upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on

Table of Contents

which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after it is no longer an emerging growth company.

As a public company, we will incur legal, accounting, and other expenses that we did not previously incur. We will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act, the listing requirements of the Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on our systems and resources, particularly after it is no longer an “emerging growth company.” The Exchange Act requires that we file annual, quarterly, and current reports with respect to our business, financial condition, operating results, cash flows, and prospects. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert our management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition, operating results, cash flows, and prospects. we have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. The measures we take, however, may not be sufficient to satisfy our obligations as a public company. Additionally, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition, operating results, cash flows, and prospects.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of our management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities in their application and practice, regulatory authorities may initiate legal proceedings against Basis, and there could be a material adverse effect on our business, financial condition, operating results, cash flows, and prospects.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect our business, operating results, or financial condition. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs.

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our Class A common stock, the price of our Class A common stock could decline.

The trading market for our Class A common stock will depend in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their

Table of Contents

recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if one or more of the analysts who cover us downgrades our Class A common stock, or if our reporting results do not meet their expectations, the market price of our Class A common stock could decline.

Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements regarding, among other things our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend” “may,” “might,” “plan,” “possible,” “potential,” “project,” “scheduled,” “seek,” “should,” “will” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this prospectus include, but are not limited to, statements about the ability of Basis to:

•execute our business strategy, including expansions in new geographies.

•continue to develop new products and innovations to meet constantly evolving customer demands;

•acquire or make investments in other businesses, patents, technologies, products or services to grow the business;

•develop, design, and sell services that are differentiated from those of competitors;

•anticipate the impact of the COVID-19 pandemic and the potential end of the COVID-19 pandemic and its effect on business and financial conditions;

•manage risks associated with operational changes in response to the COVID-19 pandemic;

•attract, train, and retain effective officers, key employees or directors;

•enhance future operating and financial results;

•comply with laws and regulations applicable to our business;

•stay abreast of modified or new laws and regulations applicable to our business, including data and privacy regulation;

•anticipate the impact of, and response to, new accounting standards;

•respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events;

•anticipate the significance and timing of contractual obligations;

•maintain key strategic relationships with publishers and advertisers;

•respond to uncertainties associated with product and service development and market acceptance;

•successfully defend litigation;

•upgrade and maintain information technology systems;

•access, collect, and use personal data about consumers;

•acquire and protect intellectual property;

•anticipate rapid technological changes;

Table of Contents

•meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

•maintain the listing on, or the delisting of our securities from, the Nasdaq or an inability to have our securities listed on the Nasdaq or another national securities exchange;

•our anticipated uses of net proceeds from this offering and our existing cash and cash equivalents;

•effectively respond to general economic and business conditions; and

•obtain additional capital, including use of the debt market.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this prospectus, could affect the future results of Basis and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this prospectus:

•litigation, complaints, product liability claims and/or adverse publicity;

•laws and regulations related to data privacy, data protection and information security;

•the impact of changes in consumer spending patterns, consumer preferences, local, regional, national, and international economic conditions, crime, weather, demographic trends, and employee availability;

•the impact of the COVID-19 pandemic on our financial condition and results of operations; and

•any defects in new products or enhancements to existing products or services.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described under the heading “Risk Factors” and elsewhere in this prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect our business, financial condition, or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on the business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds from the sale of shares of our Class A common stock that we are selling in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million, or $ million if the underwriters exercise their option to purchase additional shares from us in full. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders, although we will bear a portion of the expenses, other than underwriting discounts and commissions, associated with the sale of these shares.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $ million, assuming the number of shares of our Class A common stock offered by us remains the same, and after deducting the underwriting discounts and commissions payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $ million, assuming that the assumed initial public offering price of $ remains the same, and after deducting the underwriting discounts and commissions payable by us.

We currently intend to use the net proceeds to us from this offering, together with our existing cash and cash equivalents, for working capital and other general corporate purposes. We may also use a portion of the proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have agreements or commitments for any acquisitions or investments outside the ordinary course of business at this time. See the section titled “Use of Proceeds” for additional information.

We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering or the amounts we actually spend on the uses set forth above. Our management will have broad discretion in the application of the net proceeds from this offering and investors will be relying on the judgment of our management regarding the application of the proceeds.

Pending these uses, we intend to invest the net proceeds that we receive from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government.

Table of Contents

DIVIDEND POLICY

We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Additionally, our ability to pay dividends or make distributions is limited by certain restrictions in connection with the Amended and Restated Credit Agreement. For additional information regarding the Amended and Restated Credit Agreement, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Line of Credit.”) Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.

Table of Contents

CAPITALIZATION

The following table sets forth cash and cash equivalents, as well as our capitalization, as of September 30, 2021 as follows:

•on an actual basis;

•on a pro forma basis to give effect to (i) the redesignation of both classes of our existing common stock into Class B common stock as if such redesignation had occurred on September 30, 2021 and the creation of the new class of Class A common stock to be sold in this offering, (ii) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock as of September 30, 2021 into an aggregate of shares of our Class B common stock, (iii) the return to us of shares of Class B common stock issued as RSAs to certain of our employees and former employees to satisfy certain tax obligations which will be incurred in connection with the effectiveness of this offering (based on (i) shares of Class B common stock issued as RSAs outstanding as of September 30, 2021, (ii) the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (iii) an assumed % tax rate) and the related increase in liabilities and corresponding decrease in additional paid-in capital, (iv) stock-based compensation expense of $ million related to RSAs subject to a performance-based vesting condition, which we will recognize upon the completion of this offering, as further described in Note 7 to our consolidated financial statements included elsewhere in this prospectus and (v) the filing and effectiveness of our restated certificate of incorporation, which will, among other things, authorize shares of our undesignated preferred stock, which will be in effect immediately prior to the completion of this offering; and

•a pro forma as adjusted basis to give effect to (i) the pro forma adjustments set forth above, (ii) the payment of $ to the applicable tax authorities due in connection with the tax withholding obligations incurred in connection with the effectiveness of this offering relating to certain shares of Class B common stock issued as RSAs, as described above, (iii) the sale and issuance by us of shares of our newly created Class A common stock in this offering, based on the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (iv) the conversion of shares of Class B common stock into the same number of shares of Class A common stock in connection with the sale of these shares in this offering by the selling stockholders from which we will not receive any proceeds.

The pro forma information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and related notes, and the sections titled “Summary Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included elsewhere in this prospectus.

Table of Contents


	As of September 30, 2021
	Actual		Pro Forma	Pro Forma as Adjusted(1)
(In thousands, except share and per share data)
Cash and cash equivalents	$	33,220	$	$
Long term debt, net	$	14,953	$	$
Convertible Series A preferred stock, $0.01 par value, 518,656 shares authorized, 514,386 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted; liquidation preference: $53,238	215,322
Convertible Series B preferred stock, $0.01 par value, 6,666,665 shares authorized, 6,666,665 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted; liquidation preference: $41,525	139,466
Stockholders' equity (deficit):
Preferred stock, $0.01 par value, zero shares authorized, issued and outstanding, actual; shares authorized, zero shares issued and outstanding, pro forma and pro forma as adjusted.
Class A common stock (pre-IPO), voting, $0.01 par value, 60,000,000 shares authorized, 23,787,760 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted.	119
Convertible Class B common stock (pre-IPO), non-voting, $0.01 par value, 19,000,000 shares authorized, 6,836,717 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted.	36
Class A common stock, one vote per share, $0.0001 par value, no shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted.
Class B common stock, 10 votes per share, $0.0001 par value; no shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted.
Additional paid-in capital
Accumulated deficit	(305,483)
Treasury stock, at cost (5,508,169 shares)	(14,924)
Noncontrolling interest	1,841
Total stockholders' equity (deficit)	$	(318,411)	$	$
Total capitalization	$	51,330	$	$

________________

(1)Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease the amount of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit), and capitalization by $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting underwriting discounts and commissions and expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the amount of our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit), and capitalization by $ million assuming the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and expenses payable by us.

Table of Contents

If the underwriters exercise their option to purchase additional shares from us in full, our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit), and capitalization outstanding as of September 30, 2021 would be $ million, $ million, $ million and , respectively.

•the redesignation of both classes of our existing common stock as Class B common stock;

•the creation of a new class of Class A common stock to be sold in this offering;

•the automatic conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of shares of our Class B common stock; and

in each case, as of September 30, 2021, and excludes:

• shares of Class B common stock issuable upon the exercise of options to purchase shares of our Class B common stock that were outstanding as of September 30, 2021 under our 2011 Plan, with a weighted-average exercise price of $ per share;

• RSUs to be settled in shares of our Class B common stock outstanding as of September 30, 2021 under our 2011 Plan;

• RSUs to be settled in shares of our Class B common stock granted after September 30, 2021 under our 2011 Plan;

• shares of our Class B common stock issued as RSAs granted under our 2011 Plan after September 30, 2021;

• shares of our Class B common stock issuable upon the exercise of rights held by certain stockholders of SiteScout, Inc., our majority owned subsidiary, as of September 30, 2021; and

• shares of our common stock reserved for future issuance under our equity compensation plans, consisting of:

◦ shares of our Class A common stock to be reserved for future issuance under our 2022 Plan, which will become effective immediately prior to the effective date of the registration statement of which this prospectus forms a part; and

◦ shares of our Class A common stock to be reserved for future issuance under our ESPP, which will become effective immediately prior to the effective date of the registration statement of which this prospectus forms a part.

Table of Contents

may be granted thereunder based on shares under our 2011 Plan that expire, are forfeited, or otherwise repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefits and Stock Plans.”

Table of Contents

DILUTION

If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering.

As of , 2021, our historical net tangible book value was $ million, or $ per share of our common stock. Our historical net tangible book value represents the amount of our total tangible assets less our total liabilities and convertible preferred shares. Historical net tangible book value per share represents historical net tangible book value divided by our common stock outstanding as of , 2021.

As of , 2021, our pro forma net tangible book value was $ million, or $ per share of our common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of , 2021, after giving effect to (i) the redesignation of both classes of our existing common stock into Class B common stock as if such redesignation had occurred on September 30, 2021 and the creation of the new class of Class A common stock to be sold in this offering, (ii) the automatic conversion of all outstanding shares of our redeemable convertible preferred stock as of September 30, 2021 into an aggregate of shares of our Class B common stock, (iii) the return to us of shares of Class B common stock issued as RSAs to certain of our employees and former employees to satisfy certain tax obligations which will be incurred in connection with the effectiveness of this offering (based on (A) shares of Class B common stock issued as RSAs outstanding as of September 30, 2021, (B) the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (C) an assumed % tax rate)and the related increase in liabilities and corresponding decrease in additional paid-in capital, (iv) stock-based compensation expense of $ million related to RSAs subject to a performance-based vesting condition, which we will recognize upon the completion of this offering, as further described in Note 7 to our consolidated financial statements included elsewhere in this prospectus and (v) the filing and effectiveness of our restated certificate of incorporation, which will, among other things, authorize shares of our undesignated preferred stock, which will be in effect immediately prior to the completion of this offering.

After giving effect to (i) the sale and issuance by us of shares of our newly created Class A common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the payment of $ to the applicable tax authorities due in connection with the tax withholding obligations incurred in connection with the effectiveness of this offering relating to certain shares of Class B common stock issued as RSAs, as described above, and (ii) the conversion of shares of our Class B common stock into an equal number of shares of our Class A common stock in connection with the sale of such shares by the selling stockholders in this offering, from which we will not receive any proceeds, our pro forma as adjusted net tangible book value as of , 2021 would have been $ million, or $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $ per share to investors purchasing shares of our Class A common stock in this offering at the assumed initial public offering price.

Table of Contents

The following table illustrates this dilution on a per share basis to new investors:


Assumed initial public offering price per share		$
Historical net tangible book value per share as of , 2021	$
Pro forma increase in net tangible book value per share as of , 2021 attributable to the pro forma transactions described above
Pro forma net tangible book value per share as of , 2021
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares of our Class A common stock in this offering
Pro forma as adjusted net tangible book value per share immediately after this offering
Dilution per share to new investors in this offering		$

The dilution information discussed above is illustrative only and will change based on the actual initial offering price and other terms of this offering determined at pricing. A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share after this offering by $ per share and would increase or decrease, as applicable, the dilution per share to new investors in this offering by $ per share, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares of Class A common stock offered by us would increase or decrease, as applicable, the pro forma as adjusted net tangible book value per share after this offering by $ per share and would increase or decrease the dilution to new investors by $ per share, assuming the assumed initial public offering price, which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions payable by us. The pro forma as adjusted information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

If the underwriters exercise their option to purchase additional shares from us in full, the pro forma as adjusted net tangible book value per share of our Class A common stock after giving effect to this offering would be $ per share, and the dilution in pro forma as adjusted net tangible book value per share to investors in this offering would be $ per share.

The following table summarizes, on a pro forma as adjusted basis as of , 2021, after giving effect to (i) the pro forma adjustments described above and (ii) the redesignation of both classes of our existing common stock as Class B common stock, the difference between existing stockholders and new investors purchasing shares of Class A common stock in this offering with respect to the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by our existing stockholders or to be paid by investors purchasing shares in this offering at an assumed offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, before deducting the underwriting discounts and commissions and estimated offering expenses:


	Shares Purchased			Total Consideration			Weighted- Average Price Per Share
	Number	Percent		Amount	Percent
Existing stockholders before this offering		%		$	%		$
New investors purchasing shares in this offering							$
Total		100	%	$	100	%

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase or decrease, as

Table of Contents

applicable, total consideration paid by new investors and total consideration paid by all stockholders by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus remains the same and after deducting the underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. An increase or decrease of 1.0 million in the number of shares offered by us would increase or decrease, as applicable, total consideration paid by new investors by $ million, assuming that the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares from us. If the underwriters’ option to purchase additional shares is exercised in full, our existing stockholders would own % and our new investors would own % of the total number of shares of our Class A common stock outstanding upon completion of this offering.

In addition, to the extent we issue any additional stock options or any outstanding stock options or warrants are exercised, or we issue any other securities or convertible debt in the future, investors will experience further dilution.

The foregoing tables and calculations (other than the historical net tangible book value calculation) are based upon no shares of our Class A common stock outstanding and shares of our Class B common stock outstanding, after giving effect to:

•the redesignation of both classes of our existing common stock as Class B common stock;

•the creation of a new class of Class A common stock to be sold in this offering;

•the automatic conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of shares of our Class B common stock; and

in each case, as of September 30, 2021, and excludes:

• RSUs to be settled in shares of our Class B common stock outstanding as of September 30, 2021 under our 2011 Plan;

• RSUs to be settled in shares of our Class B common stock granted after September 30, 2021 under our 2011 Plan;

• shares of our Class B common stock issued as RSAs granted under our 2011 Plan after September 30, 2021;

• shares of our Class B common stock issuable upon the exercise of rights held by certain stockholders of SiteScout, Inc., our majority owned subsidiary, as of September 30, 2021; and

Table of Contents

• shares of our common stock reserved for future issuance under our equity compensation plans, consisting of:

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the section titled “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial and Other Data” and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” or in other parts of this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2019 refer to the year ended December 31, 2019, and all references to 2020 refer to the year ended December 31, 2020.

Overview

Basis Global Technologies is recognized by its users and industry market research companies as a a leading provider of cloud-based workflow automation and business intelligence software for marketing and advertising functions within enterprises. Our internally-developed SaaS platform is composed of a suite of integrated applications that automate manual operations, standardize business processes, and improve marketing and advertising performance. We provide customers a comprehensive selection of unique buying methods across all media channels and devices, utilizing all major creative types and formats. Our software creates a single system of record, seamless team collaboration, and actionable data-driven insights yielding material gains in productivity and increased profitability its users.

Our diverse base of customers ranges from mid-market advertising agencies and holding company’s to Fortune 500 global brands. Our customers choose between our Managed Activation and Self-Service solutions, depending on specific needs. Through our Managed Activation business, our dedicated team of digital media experts utilize our comprehensive software platform to support our customers across the digital advertising life cycle, including campaign strategy and execution, data management, and industry-focused training and education. Our Self-Service offering includes our workflow automation software and media purchase execution capabilities, which is used directly by marketers and their advertising agencies to centralize the planning, buying, measurement, reporting, and billing of advertising activities across programmatic and traditional channels.

Developed in 2007 as an internal-use solution, our workflow automation software was originally utilized by our Managed Activation team to provide media buying support to our customers. We subsequently introduced the workflow automation software as an independent software offering in 2018, allowing users to benefit directly from the same platform used by our Managed Activation team. As a centralized solution, the workflow automation software eliminates the need for multiple, disparate point-solutions that otherwise create separation between internal activation teams. Our workflow automation software’s integration with over 100 third party technology vendors allows us to provide a frictionless experience and enhanced collaboration across siloed teams.

Our users benefit from cleaner data and improved line-of-sight into holistic advertising campaign performance leading to improved return on ad spend, while also providing insights into operational performance and improvements that lead to greater profitability for their businesses.

Our Business Model

We generate revenue through two complementary segments, Managed Activation and Self-Service.

Our Self-Service and Managed Activation solutions are tailored to address our customers varying degrees of resources, capabilities, and domain expertise to manage and optimize their digital media investments. While our easy-to-use Self-Service solution is the platform of choice for our customers with adequate in-house capabilities, many of our customers seek to fill their capability gaps and enjoy the benefits of our workflow automation software through our high-touch Managed Activation service offerings. Each of our solutions has its own pricing model tailored to our customers’ specific needs.

Table of Contents

Managed Activation

Our Managed Activation segment generates revenue primarily by utilizing our workflow automation software to plan, buy, and execute digital advertising campaigns for our customers. Our dedicated team of digital media experts provide our customers with digital advertising campaign strategy and execution services. We provide these services using the same workflow automation software offered by our Self-Service segment. Under this model, our customers benefit from the centralized, data driven structure of the workflow automation software in a managed service environment. Customers often use our Managed Activation services before transitioning to our Self-Service solution. As these customers develop internal employees, they will often transition these services in house while continuing to rely on the workflow automation software.

We earn revenue based on the number of impressions delivered on behalf of our customers, and revenue is presented on a gross basis inclusive of traffic acquisition costs (“TAC”), with customer agreements ranging from month-to-month to multi-year arrangements. Our agreements with Managed Activation customers typically include termination rights allowing customers to cancel the insertion order with advance notice prior to delivery.

Self-Service

Through our Self-Service segment, we provide customers direct access to the same workflow automation software used by our Managed Activation team members. Using the workflow automation software, our customers are able to directly plan their media campaigns and perform programmatic and traditional media buying, communicate and contract with vendors, monitor campaign performance and analytics, and complete advertising campaign financial reconciliations in a self-service environment. Self-Service revenue, which is recognized net of traffic acquisition costs incurred and payable to suppliers, primarily consists of platform fees charged to customers based on advertising inventory purchases placed through the workflow automation software, with customer agreements typically ranging from one year to multi-year arrangements. Our agreements with Self-Service customers include termination rights after the first 90 days of the agreement and generally do not include long-term obligations requiring customers to use our platform.

Marketers and advertisers use the workflow automation software to deliver advertising campaigns that reach their most valued consumers. Through platform integrations and direct relationships, we enable customer access to both biddable and non-biddable inventory across devices, channels, and formats throughout North America, LATAM and the EU. The workflow automation software supports a full range of transaction types including real time bidding over open exchanges, private marketplace, and direct-to-publisher, allowing customers to quickly and easily assess pricing variations across transaction types to source the inventory from publishers that best fit our customers’ objectives.

Key Factors Affecting Our Performance

There are a number of factors that have impacted, and we believe will continue to impact, our results of operations and growth. These factors include:

Increasing Complexity in Digital Advertising

We believe the complexity and challenges of executing and managing digital advertising campaigns have grown exponentially over time. Our customers are constantly discovering new digital advertising channels, increasing their need for new technologies, specialized talent, and analytics to monitor return on ad spend in an increasingly complex environment. The ad hoc introduction and adoption of new technologies in response to these new advertising channels often results in a patchwork of incompatible and disparate systems, challenging an advertisers’ ability to effectively plan, execute, and monitor advertising campaigns. Our Self-Service and Managed Activation offerings directly address these challenges, providing customers with a holistic and integrated solution to plan and manage their digital advertising strategy.

Table of Contents

Growth of Existing Customers

Our customers include many of the largest digital advertisers in the world. Over time, we have continued to expand on our existing customer relationships, as exhibited by our increasing Self-Service net dollar retention rates of 118% and 96% in the years ended December 31, 2020 and 2019, respectively. Our Self-Service net dollar retention rate as of September 30, 2021 increased to 169%, representing a year-over-year increase of 69 percentage points from the Self-Service net dollar retention rate of 100% as of September 30, 2020. Our net dollar retention rate is an indicator of customer utilization of our products and services. Retention rates above 100% indicate that our existing customers find benefit in utilizing our products and services, and may push additional marketing spend through our solutions in the future.

We believe that we will be able to continue expanding on our existing customer relationships as they increase their spend on digital advertising and as we introduce new solutions in the future across key channels, formats, devices and geographies. Our long-term vision is aimed at adding functionality to our workflow automation software and service offerings to address the increasingly complex needs of our customers with a single easy-to-use solution to drive their digital advertising strategies.

The Ongoing Importance of Programmatic Advertising

Programmatic advertising is the use of software and algorithms to match buyers and sellers of digital advertising in a technology-driven marketplace. It is becoming increasingly prominent in the digital advertising industry, as bids/asks for digital ad inventory can be completed in an efficient and automated manner. Programmatic ad buyers and trading platforms benefit from consistent access to quality inventory and data to improve purchasing decisions and increase return on ad spend. We believe advertisers value having a single data source to leverage when making real-time decisions on programmatic ad placements across all channels and formats. Programmatic advertising continues to grow as the preferred transactional channel within digital media activation, with global programmatic advertising spend expected to grow at a 14% compound annual growth rate between 2020 and 2025, increasing from $134 billion in 2020 to $262 billion in 2025, according to IDC.

Opportunity for Intelligent Process Automation

Brands, agencies, and publishers continue to face pressure to become more strategic, creative, and innovative in order to capture consumer attention through paid media. The media buying process is a complex task, often involving dozens of teams and several third-party vendors to manage the end-to-end process. According to a 2016 Digiday report commissioned by us, a approximately half of media professionals are switching between software platforms more than eleven times per day and approximately a quarter are switching between platforms more than 21 times per day. These various stages and constituents create natural inefficiencies causing advertisers to seek solutions that improve daily output. The advertising buying industry is keen for further automation and digital transformation within the enterprise. Growing customer utilization of our workflow automation software has facilitated the growth of our Self-Service revenue of 74% and 24% in the years ended December 31, 2020 and 2019, respectively, and 94% and 43% for the nine months ended September 30, 2021 and 2020, respectively.

Investment in Growth

We believe that the advertising market is in the early stages of a secular shift towards programmatic advertising. We plan to invest for long-term growth. We anticipate that our operating expenses and software capitalization will increase in the foreseeable future as we invest in technology and development to enhance our product capabilities to acquire new customers and increase our customers’ usage of our platform. To the extent we may be able to grow the business into new geographies or acquire new technologies, we may also pursue strategic acquisitions in the future. In February 2021, we acquired certain assets of QuanticMind, Inc., a provider of search engine marketing and marketing intelligence platforms, which has strengthened our search engine marketing capabilities.

We believe that these investments will contribute to our long-term growth, although they may have a negative impact on our profitability in the near-term.

Table of Contents

New Geographies

Our customers are predominantly located in the United States. We intend to grow our presence in international markets in order to meet the needs of our existing customers and accelerate new customer acquisition in key geographies outside of North America. We believe our expansion to these new markets, both organically and inorganically, will help us to build on the domestic services we currently provide to our existing customers with international operations, while enabling us to win the business of some of the world's largest international advertisers.

Seasonality

We experience fluctuations in revenue that coincide with seasonal fluctuations in the digital ad spending of our customers. Advertisers typically allocate the largest portion of their media budgets to the fourth quarter of the calendar year in order to coincide with increased holiday purchasing. As a result, the fourth quarter of the year typically reflects our highest level of measurement activity, while the first quarter reflects the lowest level of such activity. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole. While our revenue is highly recurring, seasonal fluctuations in ad spend may impact quarter-over-quarter results.

COVID-19 Pandemic

Since January 2020, the outbreak of COVID-19 has evolved into a worldwide pandemic. We have modified our operations in line with our business continuity plans. As a result of the pandemic, we temporarily closed our offices globally, including our corporate headquarters in Chicago, and are currently operating with many staff members working remotely. On a regular basis, management is reviewing operations and with minimal interruptions in our customer facing operations related to the COVID-19 pandemic to date. We instituted temporary salary reductions in the second and third quarters of 2020 due to the COVID-19 pandemic. In the fourth quarter of 2020, normal salaries were reinstated and employees were made whole for any reductions in the second and third quarters.

To date, we have not experienced a material increase in customers' cancellations, requests for more favorable contractual terms, or concessions as a result of the pandemic. We have also not experienced a significant deterioration in the collectability of our receivables or a material negative impact from our vendors and third-party service providers.

While the impact of the pandemic on our business has been limited to date, our revenues are dependent on advertiser demand. The pandemic has resulted in market disruptions and a global economic slowdown, which has materially impacted demand for a broad variety of goods and services and is also disrupting sales channels and marketing activities. To the extent that demand for digital advertising declines, our results of operations and financial condition may be materially impacted. The duration of such disruptions remains uncertain. See "Risk Factors” for more information on risks and uncertainties that may impact our business and financial results.

Components of Results of Operations

Revenues

We earn revenues through both our Managed Activation and Self-Service segments.

Managed Activation: Our Managed Activation segment generates revenue through planning, buying, and executing digital advertising campaigns. Customers may place advertisements on single or multiple digital platforms. Revenue primarily consists of fees earned based on the number of impressions delivered for a given advertisement. We recognize Managed Activation revenue on a monthly basis based on impressions delivered.

Self-Service: Our Self-Service segment generates revenue by providing users access to our workflow automation software to plan and execute their digital advertising campaigns in exchange for a platform fee. Self-Service revenues, which we recognize net of TAC in accordance with GAAP, primarily consist of platform fees, which are calculated based on a percentage of a customer’s advertising inventory purchases placed through and executed on our workflow automation software.

Table of Contents

Cost of Revenue

Cost of revenue consists of direct and indirect costs incurred to generate revenue. Direct costs incurred by our Managed Activation segment and classified within cost of revenue include traffic acquisition costs and costs to monitor and track delivery of advertising campaigns, in addition to cloud hosting costs. Direct costs incurred by our Self-Service segment that are reflected in cost of revenue consist entirely of cloud hosting costs, as Self-Service revenues are presented net of TAC in accordance with GAAP.

Indirect costs incurred by both our Managed Activation and Self-Service segments include personnel costs for individuals who provide customer support, including salaries, bonuses, share-based compensation, employee benefits costs, and commissions costs, as well as amortization expense from internal-use software.

Operating Expenses

Our operating expenses consist of the following:

Sales and Marketing: Sales and marketing expenses primarily consist of personnel costs and share-based compensation for our sales and marketing personnel, in addition to costs for travel and entertainment, advertising, promotional and other marketing activities, and certain overhead costs.

Technology and Development: Technology and development expenses primarily consist of personnel costs, share-based compensation and professional service fees, in addition to costs incurred in the development, implementation, and maintenance of internally developed software, including our workflow automation software. These expenses are presented net of the amount capitalized in accordance with GAAP for internal-use software.

General and Administrative: General and administrative expenses primarily consist of personnel costs and share-based compensation associated with our executive, finance, legal, human resources, and other administrative personnel, in addition to professional services fees, rent expense, bad debt expense, and certain overhead costs, including depreciation expense.

Interest Expense

Interest expense primarily consists of interest expense associated with our revolving line of credit (see “—Liquidity and Capital Resources” below).

Other (Expense) Income, Net

Other (expense) income, net primarily consists of gains and losses from foreign currency exchange transactions, changes in fair value of our preferred stock warrant liability, and other miscellaneous expenses.

Income Tax Expense (Benefit)

Income tax expense (benefit) primarily consists of federal, state, and foreign income taxes.

Key Business Metrics

We review the following key business metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions.

Number of Customers & Average Contribution ex-TAC Per Customer

We define a customer to be a unique party from whom we have received a signed contract or an insertion order for ad placement and generated in aggregate at least $5 thousand in Contribution ex-TAC (as defined below) during the previous 12 months. Similarly, we define average Contribution-ex TAC per customer to be Contribution ex-TAC generated in the most recent 12 months divided by the number of customers. We believe these criteria best identify customers who actively use our set of solutions. We count agencies who work with multiple brands or brand divisions as one customer independent of the number of insertion orders they may enter into with the Company. Similarly, brands that have multiple sub-brands or divisions are also considered one customer.

Table of Contents

We believe that our ability to increase our number of customers is an important indicator of our ability to grow Contribution ex-TAC over time. We believe that our number of customers is an indicator not only of our market penetration, but also of our potential for future growth as our customers often expand their adoption of our platform over time. Over time, we have generated an increasing amount of average Contribution ex-TAC per customer. As a result, fluctuations in the number of customers and changes in Contribution ex-TAC may not always have a direct correlation.

For our Managed Activation segment, the total number of customers decreased from 679 as of December 31, 2019 to 594 as of December 31, 2020. The decrease in customers was primarily driven by our focus to grow our market share with larger customers, which resulted in an increase in average Contribution ex-TAC per customer. From 2019 to 2020, our Managed Activation average Contribution ex-TAC per customer increased from $166 thousand to $193 thousand. For our Self-Service segment, the total number of customers increased from 430 as of December 31, 2019 to 487 as of December 31, 2020 as more customers adopted our workflow automation software. Average Contribution ex-TAC per customer within our Self-Service segment increased from $54 thousand as of December 31, 2019 to $80 thousand as of December 2020.

For our Managed Activation segment, the total number of customers decreased from 652 for the twelve months ended September 30, 2020 to 594 for the twelve months ended September 30, 2021. The decrease in customers was primarily driven by our focus to grow our market share with larger customers, which resulted in an increase in average Contribution ex-TAC per customer. For the twelve months ended September 30, 2020 compared to the twelve months ended September 30, 2021, our Managed Activation average Contribution ex-TAC per customer increased from $157 thousand to $246 thousand. For our Self-Service segment, the total number of customers increased from 507 for the twelve months ended September 30, 2020 to 593 for the twelve months ended September 30, 2021 as we continued to drive increased adoption of our platform through onboarding new customers as well as improving retention of existing customers. Average Contribution ex-TAC per customer within our Self-Service segment increased from $59 thousand for the twelve months ended September 30, 2020 to $101 thousand for the twelve months ended September 30, 2021.


	Years Ended December 31,		Twelve Months Ended September 30,
Number of Customers	2020	2019	2021	2020
Managed Activation	594	679	594	652
Self-Service	487	430	593	507

Net Dollar Retention Rate

Net dollar retention rate is an important indicator of customer satisfaction and usage of our services and software, as well as potential revenue for future periods. We calculate our net dollar retention rate at the end of each period using Contribution ex-TAC (defined below). We define net dollar retention rate as Contribution ex-TAC generated in the most recently completed 12-month period (“Current Period”), divided by Contribution ex-TAC generated in the 12-month period immediately preceding the Current Period (“Prior Period”). Current Period revenue excludes any amounts generated from customers acquired in the most recently completed 12-month period. For our Managed Activation segment, we calculate net dollar retention rate for customers who have media spend over $300 thousand in any 12-month period within the past 24 months, which represents 96% of total retained Contribution ex-TAC in 2020 and 97% of total retained Contribution ex-TAC for the twelve months ended September 30, 2021. For our Self-Service segment, we calculate net dollar retention rate for all customers.


	Years Ended December 31,				Twelve Months Ended September 30,
	2020		2019		2021		2020
Managed Activation	85	%	88	%	129	%	74	%
Self-Service	118	%	96	%	169	%	100	%

Compared to our Self-Service segment, Managed Activation customers generally include more brands and stand-alone businesses. During 2020, the ad spending budgets of these businesses were disproportionately impacted by the pandemic, resulting in a decrease in net dollar retention rate. However, the net dollar retention

Table of Contents

rate for our Managed Activation segment increased from 74% for the twelve months ended September 30, 2020 to 129% for the twelve months ended September 30, 2021. The increase in net dollar retention rate during this period was positively impacted by pent up demand in advertising budgets due to the COVID-19 pandemic, as well as election-related spending in the fourth quarter of 2020.

We experienced meaningful improvement in our Self-Service segment’s net dollar retention rate during 2020, which resulted from increased Self-Service Contribution ex-TAC related to the 2020 election in addition to deeper market penetration. Our Self-Service segment also benefited from the remote working environment adopted by many of our customers during the pandemic, as customers increasingly recognized the need for a unified software solution to facilitate their digital advertising strategies. We saw these trends continue in 2021, as net dollar retention rate increased from 100% for the twelve months ended September 30, 2020 to 169% for the twelve months ended September 30, 2021.

Non-GAAP Measures

In addition to our results determined in accordance with U.S. generally accepted accounting principles, or GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the below non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance by excluding certain items that may not be indicative of our business, operating results or future outlook.

The non-GAAP financial information below is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation from or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Contribution ex-TAC and Contribution ex-TAC Profit Margin

Our management and board use Contribution ex-TAC, a non-GAAP metric, as a key profitability measure. Gross profit is the most comparable U.S. GAAP measurement, which is calculated as revenue less cost of revenue. We calculate Contribution ex-TAC by adding back all costs of revenue other than TAC to gross profit. These other costs of revenue primarily consist of hosting and personnel expense. We define Contribution ex-TAC Profit Margin as our GAAP Gross Profit as a percentage of Contribution ex-TAC. We use Contribution ex-TAC and Contribution ex-TAC Profit Margin as key measures to evaluate operating performance. In particular, we believe that Contribution ex-TAC can provide a useful measure of profitability for period-over-period comparisons of our core business. Accordingly, we believe that Contribution ex-TAC and Contribution ex-TAC Profit Margin provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Contribution ex-TAC and Contribution ex-TAC Profit Margin have limitations as analytical tools, and you should not consider these metrics in isolation from or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are:

•Other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and

•Other companies may report Contribution ex-TAC, Contribution ex-TAC Profit Margin or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure.

Because of these and other limitations, you should consider Contribution ex-TAC and Contribution ex-TAC Profit Margin alongside our GAAP financial results, including revenue and gross profit. The following table presents the calculation of gross profit and reconciliation of Contribution ex-TAC and Contribution ex-TAC Margin

Table of Contents

to gross profit, the most directly comparable GAAP measure, for each of the periods indicated in total and by segment:


	Years Ended December 31,						Nine Months Ended September 30,
	2020			2019			2021			2020
(dollars in thousands)
Contribution Ex-TAC Reconciliation:
Total Revenues(1)	$	387,605		$	384,029		$	361,883		$	242,698
Less: Costs of Revenue
Traffic acquisition costs	(228,328)			(246,251)			(212,101)			(147,260)
Other costs of revenue	(40,387)			(40,669)			(32,712)			(29,854)
Gross Profit	$	118,890		$	97,109		$	117,070		$	65,584
Adjustments:
Plus: Other costs of revenue	40,387			40,669			32,712			29,854
Contribution ex-TAC	$	159,277		$	137,778		$	149,782		$	95,438
Contribution ex-TAC Profit Margin	75		%	70		%	78		%	69		%

______________

(1)Amount agrees to the Total revenues presented in our consolidated financial statements. Within our consolidated financial statements, revenue generated by our Self-Service segment is presented net of traffic acquisition costs, while revenue generated by our Managed Activation segment includes traffic acquisition costs that are invoiced to customers.


	Years Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020
Managed Activation	(in thousands)
Total Revenues	$	343,597	$	358,692	$	313,552	$	217,780
Less: Costs of Revenue
Traffic acquisition costs	(228,328)		(246,251)		(212,101)		(147,260)
Other costs of revenue	(29,988)		(32,644)		(25,106)		(22,320)
Gross Profit	$	85,281	$	79,797	$	76,345	$	48,200
Adjustments:
Plus: Other costs of revenue	29,988		32,644		25,106		22,320
Contribution ex-TAC	$	115,269	$	112,441	$	101,451	$	70,520


	Years Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020
Self-Service	(in thousands)
Total Revenues	$	44,008	$	25,337	$	48,331	$	24,918
Less: Costs of Revenue
Traffic acquisition costs	—		—		—		—
Other costs of revenue	(10,399)		(8,025)		(7,606)		(7,534)
Gross Profit	$	33,609	$	17,312	$	40,725	$	17,384
Adjustments:
Plus: Other costs of revenue	10,399		8,025		7,606		7,534
Contribution ex-TAC	$	44,008	$	25,337	$	48,331	$	24,918

Contribution ex-TAC increased from $137.8 million for the year ended December 31, 2019 to $159.3 million for the year ended December 31, 2020 and increased from $95.4 million for the nine months ended September 30, 2020 to $149.8 million for the nine months ended September 30, 2021. The 57% increase in total Contribution ex-TAC for the first nine months of 2021 was primarily driven by increased demand to execute media buys on the workflow automation software within our Self-Service segment. Self-Service Contribution ex-TAC increased 94%

Table of Contents

for the nine months ended September 30, 2021 while Managed Activation Contribution ex-TAC increased 44% during the same period.

The adjustment for traffic acquisition costs when computing Contribution ex-TAC decreased as a percentage of revenues in both 2020 and 2021, due to the overall mix of revenues between the Self-Service and Managed Activation revenues. Traffic acquisition costs as a percentage of total revenues decreased from 64% during 2019 to 59% for the year ended December 31, 2020, and from 61% for the nine months ended September 30, 2020 to 59% for the nine months ended September 30, 2021.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

We define EBITDA as earnings before interest, taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA further adjusted for share-based compensation expense and impairments of long-lived assets. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Contribution ex-TAC. We use EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as measures of operational efficiency. We believe that these non-GAAP financial measures are useful to investors for period-over-period comparisons of our business and in understanding and evaluating our operating results for the following reasons:

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as share-based compensation expense, depreciation and amortization, interest income and expense, provision for income taxes, and certain one-time items such as impairments of long-lived assets, that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired;

•Our management uses EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of operating performance and the effectiveness of our business strategies and in communications with our board of directors concerning our financial performance; and

•Adjusted EBITDA and Adjusted EBITDA Margin provide consistency and comparability with our past financial performance, facilitate period-over-period comparisons of operations, and also facilitate comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

In addition to the items noted above, our use of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as non-GAAP financial measures has limitations as an analytical tool, including the following:

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin do not reflect: (a) changes in, or cash requirements for our working capital needs; or (b)tax payments that may represent a reduction in cash available to us;

•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the potentially dilutive impact of share-based compensation;

•Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and

•Other companies may calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin or similarly titled measures differently, limiting their usefulness as comparative measures.

The following table presents a reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable GAAP measure, for each of the periods indicated:

Table of Contents


	Years Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020
	(in thousands)
Net income (loss) (GAAP)	$	3,162	$	(6,890)	$	27,138	$	(9,926)
Adjustments:
Interest expense	571		938		338		449
Income tax expense (benefit)	961		379		(7,865)		570
Depreciation and amortization	8,601		12,138		4,379		7,091
EBITDA	$	13,295	$	6,565	$	23,990	$	(1,816)
Share-based compensation expense(1)	2,774		2,637		2,918		2,018
Impairment of customer relationship intangible asset(2)	—		1,990		—		—
Adjusted EBITDA	$	16,069	$	11,192	$	26,908	$	202

______________

(1)We incur share-based compensation expense, which is a non-cash charge that we do not consider to be indicative of our core operating performance.

(2)During 2019, we incurred non-cash charges related to the impairment of a customer relationship intangible asset, resulting from the bankruptcy of one customer. We do not consider this impairment charge to be indicative of our core operating performance.


	Years Ended December 31,						Nine Months Ended September 30,
	2020			2019			2021			2020
	(dollars in thousands)
Contribution ex-TAC	$	159,277		$	137,778		$	149,782		$	95,438
Adjusted EBITDA	$	16,069		$	11,192		$	26,908		$	202
Adjusted EBITDA Margin	10		%	8		%	18		%	—		%

Table of Contents

Results of Operations

The following table sets forth our results of operations for each of the periods presented:


	Years Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020
	(in thousands)
Revenues:
Managed Activation	$	343,597	$	358,692	$	313,552	$	217,780
Self-Service	44,008		25,337		48,331		24,918
Total revenues	387,605		384,029		361,883		242,698
Cost of revenue	268,715		286,920		244,813		177,114
Gross profit	118,890		97,109		117,070		65,584

Operating expenses:
Sales and marketing	53,806		47,881		44,274		33,087
Technology and development	18,960		12,150		15,964		12,441
General and administrative	40,800		43,206		37,074		28,701
Total operating expenses	113,566		103,237		97,312		74,229

Operating income (loss)	5,324		(6,128)		19,758		(8,645)

Other income (expense):
Interest expense	(571)		(938)		(338)		(449)
Other (expense) income, net	(630)		555		(147)		(262)
Total other income (expense)	(1,201)		(383)		(485)		(711)

Income (loss) before income taxes	4,123		(6,511)		19,273		(9,356)
Income tax expense (benefit)	961		379		(7,865)		570
Net income (loss)	$	3,162	$	(6,890)	$	27,138	$	(9,926)

Table of Contents

The following table sets forth the components of our results of operations for each of the periods presented as a percentage of revenues:


	Years Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020
Total revenues	100	%	100	%	100	%	100	%
Cost of revenue	69.3	%	74.7	%	67.6	%	73.0	%
Gross profit	30.7	%	25.3	%	32.4	%	27.0	%

Operating expenses:
Sales and marketing	13.9	%	12.5	%	12.2	%	13.6	%
Technology and development	4.9	%	3.2	%	4.4	%	5.1	%
General and administrative	10.5	%	11.2	%	10.3	%	11.9	%
Total operating expenses	29.3	%	26.9	%	26.9	%	30.6	%

Operating income (loss)	1.4	%	(1.6)	%	5.5	%	(3.6)	%

Other income (expense):
Interest expense	(0.1)	%	(0.2)	%	(0.1)	%	(0.2)	%
Other (expense) income, net	(0.2)	%	0.1	%	—	%	(0.1)	%
Total other income (expense)	(0.3)	%	(0.1)	%	(0.1)	%	(0.3)	%

Income (loss) before income taxes	1.1	%	(1.7)	%	5.3	%	(3.9)	%
Income tax expense (benefit)	0.3	%	0.1	%	(2.2)	%	0.2	%
Net income (loss)	0.8	%	(1.8)	%	7.5	%	(4.1)	%

Comparison of the Years Ended December 31, 2020 and 2019

Revenues

The following table presents consolidated revenues:


	Years Ended December 31,
	2020		2019		Change		% Change
	(in thousands, except for percentages)
Total revenues	$	387,605	$	384,029	$	3,576	1	%

Total revenues increased $3.6 million, or 1%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase was primarily driven by an $18.7 million increase in revenues from our Self-Service segment, due to significant adoption of our workflow automation software by new customers and higher utilization of our workflow automation software by existing customers. The changes in revenue were primarily driven by changes in volume of media spend from new and existing customers. Revenue from existing Managed Activation customers, defined as customers who contributed to Managed Activation revenue in the prior year, decreased 7% year over year from $281.2 million during the year ended December 31, 2019 to $262.1 million during the year ended December 31, 2020. Revenue from new Managed Activation customers, defined as customers who did not contribute any Managed Activation revenue in the prior year, grew 5% year over year from $77.5 million during the year ended December 31, 2019 to $81.5 million during the year ended December 31, 2020. Similarly, revenue from existing Self-Service customers, defined as customers who contributed to Self-Service revenue in the prior year, increased 71% year over year from $19.1 million during the year ended December 31, 2019 to $32.8 million during the year ended December 31, 2020. Revenue from new Self-Service customers, defined

Table of Contents

as customers who did not contribute any Self-Service revenue in the prior year, grew 81% year over year from $6.2 million during the year ended December 31, 2019 to $11.2 million during the year ended December 31, 2020.

The increase in Self-Service revenues was partially offset by a decrease in Managed Activation revenues of $15.1 million due to the delay or reduction of digital advertising budgets for certain customers in connection with COVID-19 cost savings. Compared to our Self-Service segment, Managed Activation customers generally include more brands and stand-alone businesses. During 2020, the advertising budgets of these businesses were disproportionately impacted by the pandemic, resulting in a decrease to Managed Activation revenues. Conversely, we experienced meaningful improvement in our Self-Service revenues during 2020, which resulted from increased advertising spend related to the 2020 election in addition to deeper market penetration. Our Self-Service segment also benefited from the remote working environment adopted by many of our customers during the pandemic, as customers increasingly recognized the need for a unified software platform to facilitate their digital advertising strategies.

Cost of Revenue

The following table presents consolidated cost of revenue:


	Years Ended December 31,
	2020		2019		Change		% Change
	(in thousands, except for percentages)
Cost of revenue	$	268,715	$	286,920	$	(18,205)	(6)	%

Cost of revenue decreased $18.2 million, or 6%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. Within Managed Activation, we saw a $20.6 million decrease in our cost of revenue that was primarily due to the decrease in our service revenues generated by our Managed Activation segment, which resulted in a corresponding decrease in traffic acquisition costs as traffic acquisition costs are variable costs. Within Managed Activation, we also saw savings of $2.5 million related to decreased amortization and impairment expense for our internal-use software. Cost of revenue within Self-Service increased $2.4 million compared to the year ended December 31, 2019 primarily due to an increase of $1.7 million to cloud hosting costs.

Gross Profit

The following table presents consolidated gross profit:


	Years Ended December 31,
	2020		2019		Change		% Change
	(in thousands, except for percentages)
Gross profit	$	118,890	$	97,109	$	21,781	22	%

Gross profit increased $21.8 million, or 22%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was driven by the shift in revenue mix from our Managed Activation segment to our Self-Service segment, which historically provides for higher gross margins.

Table of Contents

Sales and Marketing

The following table presents sales and marketing expenses:


	Years Ended December 31,
	2020		2019		Change		% Change
	(in thousands, except for percentages)
Sales and marketing:
Personnel expenses	$	50,462	$	41,116	$	9,346	23	%
Other	3,344		6,765		(3,421)		(51)	%
Total sales and marketing	$	53,806	$	47,881	$	5,925	12	%

Sales and marketing expenses increased $5.9 million, or 12%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase primarily resulted from increases in personnel expenses of $9.3 million, mainly related to a $6.6 million increase in commissions expense due to higher Self-Service segment revenues, specifically new customer revenue, and overall a higher percentage of sellers achieving their fiscal year quotas in the year ended December 31, 2020 as compared to the year ended December 31, 2019. This increase was partially offset by a reduction in travel and entertainment expenses for marketing personnel of $3.1 million and a reduction in other marketing expenses of $0.3 million.

Technology and Development

The following table presents technology and development expenses:


	Years Ended December 31,
	2020		2019		Change		% Change
	(in thousands, except for percentages)
Technology and development:
Personnel expenses	$	16,029	$	8,834	$	7,195	81	%
Other	2,931		3,316		(385)		(12)	%
Total technology and development	$	18,960	$	12,150	$	6,810	56	%

Technology and development expenses increased $6.8 million, or 56%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. Compared to 2019, in 2020 our technology team had a greater focus on optimizing and increasing capacity of our system infrastructure as our customer base grows and moves up market. These activities, which generally do not qualify for capitalization, resulted in increased expenses during 2020. Specifically, personnel expenses for our technology and development team increased by $7.2 million, $4.4 million of which related to personnel costs incurred in 2020 that are not capitalizable and an increase in bonus expense due to higher overall revenues during the period. The increase was partially offset by decreases in other technology and development costs, including a $0.2 million reduction in amortization of internal use software.

Table of Contents

General and Administrative

The following table presents general and administrative expenses:


	Years Ended December 31,
	2020		2019		Change		% Change
	(in thousands, except for percentages)
General and administrative:
Personnel expenses	$	17,231	$	15,778	$	1,453	9	%
Rent and office expenses	9,669		13,935		(4,266)		(31)	%
Support tools	4,377		4,841		(464)		(10)	%
Other	9,523		8,652		871		10	%
Total general and administrative	$	40,800	$	43,206	$	(2,406)	(6)	%

General and administrative expenses decreased $2.4 million, or 6%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease primarily resulted from a decrease in rent and other office expenses of $4.3 million. As a result of the COVID-19 pandemic, we were able to reduce spending on rent and other office expenses with substantially all staff working remotely. The decrease in rent and office expenses was partially offset by an increase in personnel expenses of $1.5 million, primarily driven by increased bonus expense due to higher overall revenues during the period. Other general and administrative expenses increased $0.9 million, primarily resulting from increases in our allowance for doubtful accounts offset by reductions in travel and entertainment, training, and recruiting costs.

Interest Expense

Interest expense decreased $0.4 million, or 39%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease in interest expense primarily resulted from a lower effective interest rate following the June 2020 amendment to our revolving line of credit.

Other (Expense) Income, Net

Other (expense) income, net decreased from $0.6 million of income (net) during the year ended December 31, 2019 to $0.6 million of expense (net) during the year ended December 31, 2020. The change primarily resulted from $0.5 million of sublease income recognized in 2019 that did not recur in 2020, and $0.4 million of expense related to an increase in the fair value of our preferred stock warrant liability in 2020 that did not occur in 2019.

Income Tax Expense


	Years Ended December 31,
	2020		2019		Change		% Change
	(in thousands, except for percentages)
Income tax expense	$	961	$	379	$	582	154	%

Income tax expense increased $0.6 million, or 154%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase was primarily due to higher pre-tax income.

Adjusted EBITDA

Adjusted EBITDA increased by $4.9 million, or 44%, from $11.2 million for the year ended December 31, 2019 to $16.1 million for the year ended December 31, 2020. The increase resulted primarily from a $21.8 million increase in our gross profit which was partially offset by a $10.3 million increase in cash operating expenses.

The increase in gross profit resulted primarily from a $18.7 million increase in Self-Service revenues which translated into a $16.3 million increase in gross profit. The increase in cash operating expenses resulted primarily

Table of Contents

from greater personnel expenses, specifically commissions of $7.3 million, salaries of $6.9 million, and bonus of $3.9 million.

Segment Operating Results

Comparison of the Years Ended December 31, 2020 and 2019

Managed Activation

Our Managed Activation segment operating results for the years ended December 31, 2020 and 2019 were as follows:


	Years Ended December 31,
	2020		2019		Change		% Change
	(in thousands, except for percentages)
Revenue	$	343,597	$	358,692	$	(15,095)	(4)	%
Cost of revenue	258,316		278,895		(20,579)		(7)	%
Gross profit	$	85,281	$	79,797	$	5,484	7	%

Revenue in our Managed Activation segment decreased $15.1 million, or 4%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease primarily resulted from the delay or reduction of digital advertising budgets for certain customers in connection with COVID-19 cost savings. Compared to our Self-Service segment, Managed Activation customers generally include more brands and stand-alone businesses. During 2020, the advertising budgets of these businesses were disproportionately impacted by the pandemic, resulting in a decrease to Managed Activation revenues driven by a decrease in the volume of customer media spend. Revenue from existing Managed Activation customers decreased 7% year over year from $281.2 million during the year ended December 31, 2019 to $262.1 million during the year ended December 31, 2020. Revenue from new Managed Activation customers grew 5% year over year from $77.5 million during the year ended December 31, 2019 to $81.5 million during the year ended December 31, 2020.

Cost of revenue in our Managed Activation segment decreased $20.6 million, or 7%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease resulted primarily from the decrease in our Managed Activation revenue. With decreased spend, there was a corresponding decrease of $17.9 million in traffic acquisition costs as these costs are variable. Traffic acquisition costs decreased more than revenues due to increased margins during the period. We also saw savings of $2.5 million related to decreased amortization and impairment expense for our internal-use software. Hosting costs decreased by $0.5 million and personnel costs included in cost of revenue increased by $0.4 million.

Gross profit in our Managed Activation segment increased $5.5 million, or 7%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. From 2019 to 2020, our Managed Activation average Contribution ex-TAC per customer increased from $166 thousand to $193 thousand.

Self-Service

Our Self-Service segment operating results for the years ended December 31, 2020 and 2019 were as follows:


	Years Ended December 31,
	2020		2019		Change		% Change
	(in thousands, except for percentages)
Revenue	$	44,008	$	25,337	$	18,671	74	%
Cost of revenue	10,399		8,025		2,374		30	%
Gross profit	$	33,609	$	17,312	$	16,297	94	%

Revenue in our Self-Service segment increased $18.7 million, or 74%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase in revenue was primarily driven by the adoption

Table of Contents

of our workflow automation software by new customers as well as higher utilization of our workflow automation software by existing customers, resulting in a higher volume of Self-Service customer media spend. Revenue from existing Self-Service customers increased 71% year over year from $19.1 million during the year ended December 31, 2019 to $32.8 million during the year ended December 31, 2020. Revenue from new Self-Service customers grew 81% year over year from $6.2 million during the year ended December 31, 2019 to $11.2 million during the year ended December 31, 2020.

Cost of revenue in our Self-Service segment increased $2.4 million, or 30%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase resulted primarily from hosting costs which increased $1.7 million, or 45%, during the year ended December 31, 2020 compared to the year ended December 31, 2019.

Gross profit in our Self-Service segment increased $16.3 million, or 94%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. Average Contribution ex-TAC per customer within our Self-Service segment increased from $54 thousand as of December 31, 2019 to $80 thousand as of December 2020.

Comparison of the Nine Months Ended September 30, 2021 and 2020

Revenues

The following table presents consolidated revenues:


	Nine Months Ended September 30,
	2021		2020		Change		% Change
	(in thousands, except for percentages)
Total revenues	$	361,883	$	242,698	$	119,185	49	%

Total revenues increased $119.2 million, or 49%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was primarily driven by a $23.4 million increase in revenues from our Self-Service segment and a $95.8 million increase in revenues from our Managed Activation segment, due to significant adoption of our workflow automation software and services by new customers and higher utilization of our workflow automation software and services by existing customers. The changes in revenue were primarily driven by changes in volume of media spend from new and existing customers. Revenue from existing Managed Activation customers grew 43% year over year from $184.5 million for the nine months ended September 30, 2020 to $264.6 million for the nine months ended September 30, 2021. Revenue from new Managed Activation customers grew 47% year over year from $33.3 million for the nine months ended September 30, 2020 to $49.0 million for the nine months ended September 30, 2021. Similarly, revenue from existing Self-Service customers increased 112% year over year from $19.8 million for the nine months ended September 30, 2020 to $42.0 million for the nine months ended September 30, 2021. Revenue from new Self-Service customers grew 23% year over year from $5.2 million for the nine months ended September 30, 2020 to $6.3 million for the nine months ended September 30, 2021.

Compared to our Self-Service segment, Managed Activation customers generally include more brands and stand-alone businesses. Through the first nine months of 2021, advertising budgets for our Managed Activation customers have benefited from a recovering and mostly healthy business environment, resulting in increased Managed Activation revenues. During the same period in 2020, customers in our Managed Activation segment experienced negative impacts to their businesses and advertising budgets due to the COVID-19 pandemic. Through the first nine months of 2021, our Self-Service segment continued to benefit from a remote working environment. Customers have increasingly recognized the need for a unified software platform to facilitate their digital advertising strategies. While some customers have returned to a more traditional office work environment in the second half of 2021, many remain working remotely, and we expect that we will continue to benefit from this trend in the future.

Table of Contents

The following table presents consolidated cost of revenue:


	Nine Months Ended September 30,
	2021		2020		Change		% Change
	(in thousands, except for percentages)
Cost of revenue	$	244,813	$	177,114	$	67,699	38	%

Cost of revenue increased $67.7 million, or 38%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Within Managed Activation, we saw a $67.6 million increase in our cost of revenue that was primarily due to the increase in revenues generated by our Managed Activation segment, which resulted in a corresponding increase in traffic acquisition costs, as traffic acquisition costs are variable costs. Within Managed Activation, we also saw increased costs of $2.7 million in personnel expenses and $1.6 million in hosting expenses, which were partially offset by cost savings of $1.5 million related to decreased amortization expense for our internal-use software. Cost of revenue within Self-Service increased $0.1 million compared to the nine months ended September 30, 2020 primarily due to an increase of $0.8 million in personnel costs, which was partially offset by a decrease of $0.7 million cloud hosting costs. Hosting costs for our Self-Service segment decreased due to the refinement of our hosting cost allocation methodology between segments during the nine months ended September 30, 2021, which resulted in $2.0 million fewer hosting costs being allocated to the Self-Service segment during that period. This also resulted in $2.0 million more hosting costs being allocated to the Managed Activation segment during that same period.

Gross Profit

The following table presents consolidated gross profit:


	Nine Months Ended September 30,
	2021		2020		Change		% Change
	(in thousands, except for percentages)
Gross profit	$	117,070	$	65,584	$	51,486	79	%

Gross profit increased $51.5 million, or 79%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. This increase was driven by the revenue growth in both our Managed Activation and Self-Service segments.

Sales and Marketing

The following table presents sales and marketing expenses:


	Nine Months Ended September 30,
	2021		2020		Change		% Change
	(in thousands, except for percentages)
Sales and marketing:
Personnel expenses	$	41,034	$	30,306	$	10,728	35	%
Other	3,240		2,781		459		17	%
Total sales and marketing	$	44,274	$	33,087	$	11,187	34	%

Sales and marketing expenses increased $11.2 million, or 34%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase primarily resulted from increases in personnel expenses of $10.7 million, mainly related to a $6.8 million increase in commissions expense due to higher Self-Service segment revenues from new customers and a higher percentage of sellers achieving their quotas, an increase in salary and benefits expenses of $2.7 million due to increased headcount and reinstated salaries, an increases in bonus expense of $0.5 million, as well as a $1.0 million increase in other marketing expenses during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020. This increase was partially offset by a reduction in travel and entertainment expenses for sales and marketing personnel of $0.6 million.

Table of Contents

Technology and Development

The following table presents technology and development expenses:


	Nine Months Ended September 30,
	2021		2020		Change		% Change
	(in thousands, except for percentages)
Technology and development:
Personnel expenses	$	14,122	$	10,172	$	3,950	39	%
Other	1,842		2,269		(427)		(19)	%
Total technology and development	$	15,964	$	12,441	$	3,523	28	%

Technology and development expenses increased $3.5 million, or 28%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Specifically, personnel expenses for our technology and development team increased by $4.0 million, which included an increase in bonus expenses of $1.9 million due to higher overall revenues during the period and increased salary expense of $1.8 million due to increased headcount and reinstated salaries. The increase was partially offset by decreases in other technology and development costs, including a $0.4 million reduction in amortization of internal use software.

General and Administrative

The following table presents general and administrative expenses:


	Nine Months Ended September 30,
	2021		2020		Change		% Change
	(in thousands, except for percentages)
General and administrative:
Personnel expenses	$	18,949	$	10,464	$	8,485	81	%
Rent and office expenses	5,726		6,494		(768)		(12)	%
Support tools	3,493		3,302		191		6	%
Other	8,906		8,441		465		6	%
Total general and administrative	$	37,074	$	28,701	$	8,373	29	%

General and administrative expenses increased $8.4 million, or 29%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. As a result of the COVID-19 pandemic, we were able to reduce spending on rent and other office expenses by $0.8 million with substantially all of our employees working remotely. The decrease in rent and office expenses was offset by an increase in personnel expenses of $8.5 million, primarily driven by increased bonus expense due to higher overall revenues during the period and increased salary expense due to reinstatement of temporary salary reductions and increased headcount. Other general and administrative expenses increased $0.5 million, primarily resulting from increases in our professional fees and offset by reductions in bad debt expense and other depreciation.

Interest Expense

Interest expense decreased $0.1 million, or 25%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The decrease in interest expense primarily resulted from a lower effective interest rate following the June 2020 amendment to our revolving line of credit.

Other (Expense) Income, Net

Other (expense) income, net decreased from $0.3 million of expense (net) during the nine months ended September 30, 2020 to $0.1 million of expense (net) during the nine months ended September 30, 2021. The change primarily resulted from $0.1 million of early lease termination expense recognized in 2020.

Table of Contents

Income Tax Expense (Benefit)


	Nine Months Ended September 30,
	2021		2020		Change		% Change
	(in thousands, except for percentages)
Income tax expense (benefit)	$	(7,865)	$	570	$	(8,435)	1480	%

Income tax expense (benefit) improved from $0.6 million of tax expense for the nine months ended September 30, 2020 to $7.9 million of income tax benefit for the nine months ended September 30, 2021. The increased tax benefit was primarily due to a valuation allowance of $13.0 million that was recorded against the gross deferred tax asset balance as of December 31, 2020. As of September 30, 2021, management determined that there was sufficient positive evidence to conclude that it is more likely than not that our deferred tax assets are realizable and released the valuation allowance accordingly.

Adjusted EBITDA

Adjusted EBITDA increased by $26.7 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase resulted primarily from a $51.5 million increase in our gross profit which was partially offset by a $23.1 million increase in cash operating expenses.

The increase in gross profit resulted primarily from revenue growth in both our Managed Activation and Self-Service segments. The increase in cash operating expenses resulted primarily from greater personnel expenses, specifically commissions expense of $8.1 million, salary expense of $7.7 million, and bonus expense of $5.4 million.

Segment Operating Results

Comparison of the Nine Months Ended September 30, 2021 and 2020

Managed Activation

Our Managed Activation segment operating results for the nine months ended September 30, 2021 and 2020 were as follows:


	Nine Months Ended September 30,
	2021		2020		Change		% Change
	(in thousands, except for percentages)
Revenue	$	313,552	$	217,780	$	95,772	44	%
Cost of revenue	237,207		169,580		67,627		40	%
Gross profit	$	76,345	$	48,200	$	28,145	58	%

Revenue in our Managed Activation segment increased $95.8 million, or 44%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase primarily resulted from the delay or reduction of digital advertising budgets in 2020 for certain customers in connection with COVID-19-related cost savings. Compared to our Self-Service segment, Managed Activation customers generally include more brands and stand-alone businesses. During 2020, the advertising budgets of these businesses were disproportionately impacted by the pandemic, resulting in an increase to Managed Activation revenues in 2021 driven by an increase in the volume of Managed Activation customer media spend. Revenue from existing Managed Activation customers grew 43% year over year from $184.5 million for the nine months ended September 30, 2020 to $264.6 million for the nine months ended September 30, 2021. Revenue from new Managed Activation customers grew 47% year over year from $33.3 million for the nine months ended September 30, 2020 to $49.0 million for the nine months ended September 30, 2021.

Cost of revenue in our Managed Activation segment increased $67.6 million, or 40%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase resulted primarily from

Table of Contents

the increase in our Managed Activation revenue. With increased spend, there was a corresponding increase of $64.8 million in traffic acquisition costs as these costs are variable. We also saw savings of $1.5 million related to decreased amortization expense for our internal-use software. Hosting costs increased by $1.6 million and personnel costs included in cost of revenue increased by $2.7 million. Hosting costs for our Managed Activation segment increased due to the refinement of our hosting cost allocation methodology between segments during the nine months ended September 30, 2021, which resulted in $2.0 million more hosting costs being allocated to the Managed Activation segment during that period.

Gross profit in our Managed Activation segment increased $28.1 million, or 58%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Average Contribution ex-TAC per customer within our Managed Activation segment increased from $157 thousand as of September 30, 2020 to $246 thousand as of September 30, 2021.

Self-Service

Our Self-Service segment operating results for the nine months ended September 30, 2021 and 2020 were as follows:


	Nine Months Ended September 30,
	2021		2020		Change		% Change
	(in thousands, except for percentages)
Revenue	$	48,331	$	24,918	$	23,413	94	%
Cost of revenue	7,606		7,534		72		1	%
Gross profit	$	40,725	$	17,384	$	23,341	134	%

Revenue in our Self-Service segment increased $23.4 million, or 94%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase in revenue was primarily driven by the adoption of our workflow automation software by new customers as well as higher utilization of our workflow automation software by existing customers, resulting in a higher volume of Self-Service customer media spend. Revenue from existing Self-Service customers increased 112% year over year from $19.8 million for the nine months ended September 30, 2020 to $42.0 million for the nine months ended September 30, 2021. Revenue from new Self-Service customers grew 23% year over year from $5.2 million for the nine months ended September 30, 2020 to $6.3 million for the nine months ended September 30, 2021.

Cost of revenue in our Self-Service segment increased $0.1 million, or 1%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase resulted primarily from personnel costs which increased $0.8 million, or 47% which was offset from hosting costs which decreased $0.7 million, or 17%, during the ninth months ended September 30, 2021 compared to the nine months ended September 30, 2020. Hosting costs for our Self-Service segment decreased due to the refinement of our hosting cost allocation methodology between segments during the nine months ended September 30, 2021, which resulted in $2.0 million fewer hosting costs being allocated to the Self-Service segment during that period.

Gross profit in our Self-Service segment increased $23.3 million, or 134%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Average Contribution ex-TAC per customer within our Self-Service segment increased from $59 thousand as of September 30, 2020 to $101 thousand as of September 30, 2021.

Quarterly Results of Operations

The following table sets forth our unaudited quarterly consolidated statements of operations data for each of the five quarters in the period ended September 30, 2021. The information for each of these quarters has been prepared on a basis consistent with our audited annual consolidated financial statements appearing elsewhere in this prospectus and, in our opinion, includes all normal recurring adjustments necessary for the fair presentation of the financial information contained in those statements. The following unaudited consolidated quarterly financial data should be read in conjunction with our audited annual consolidated financial statements and the unaudited interim

Table of Contents

condensed consolidated financial statements and the related notes included elsewhere in this prospectus. These quarterly results are not necessarily indicative of our operating results for a full year or any future period.


	Three Months Ended
	September 30, 2020		December 31, 2020		March 31, 2021		June 30,2021		September 30, 2021
(in thousands)	(unaudited)
Revenues:
Managed Activation	$	76,286	$	125,817	$	88,317	$	111,780	$	113,455
Self-Service	11,561		19,090		14,113		17,598		16,620
Total revenues	87,847		144,907		102,430		129,378		130,075
Cost of revenue	59,681		91,601		69,165		86,056		89,593
Gross profit	28,166		53,306		33,265		43,322		40,482

Operating expenses:
Sales and marketing	10,201		20,719		11,590		14,155		18,528
Technology and development	3,899		6,519		4,682		5,343		5,940
General and administrative	9,079		12,099		10,949		12,471		13,653
Total operating expenses	23,179		39,337		27,221		31,969		38,121

Operating income	4,987		13,969		6,044		11,353		2,361

Other income (expense):
Interest expense	(140)		(122)		(117)		(110)		(110)
Other income (expense), net	12		(368)		(18)		(25)		(105)
Total other income (expense), net	(128)		(490)		(135)		(135)		(215)

Income before income taxes	4,859		13,479		5,909		11,218		2,146
Income tax expense (benefit)	134		391		242		307		(8,414)
Net income	$	4,725	$	13,088	5,667		$	10,911	$	10,560

Table of Contents


	Three Months Ended
	September 30, 2020		December 31, 2020		March 31, 2021		June 30, 2021		September 30, 2021
	(unaudited)
Total revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	67.9	%	63.2	%	67.5	%	66.5	%	68.9	%
Gross profit	32.1	%	36.8	%	32.5	%	33.5	%	31.1	%

Operating expenses:
Sales and marketing	11.6	%	14.3	%	11.3	%	10.9	%	14.2	%
Technology and development	4.4	%	4.5	%	4.6	%	4.1	%	4.6	%
General and administrative	10.3	%	8.3	%	10.7	%	9.6	%	10.5	%
Total operating expenses	26.4	%	27.1	%	26.6	%	24.7	%	29.3	%

Operating income	5.7	%	9.6	%	5.9	%	8.8	%	1.8	%

Other income (expense):
Interest expense	(0.2)	%	(0.1)	%	(0.1)	%	(0.1)	%	(0.1)	%
Other income (expense), net	—	%	(0.3)	%	—	%	—	%	(0.1)	%
Total other income (expense), net	(0.1)	%	(0.6)	%	(0.2)	%	(0.2)	%	(0.2)	%

Income before income taxes	5.5	%	9.3	%	5.8	%	8.7	%	1.6	%
Income tax expense (benefit)	0.2	%	0.3	%	0.2	%	0.2	%	(6.5)	%
Net income	5.4	%	9.0	%	5.5	%	8.4	%	8.1	%

Quarterly Changes in Revenue and Cost of Revenue

Over the periods presented, we have experienced growing revenues due to increased adoption and usage of our workflow automation platform and services. Our revenue growth trends have been subject to the seasonal factors described in “—Key Factors Affecting Our Performance—Seasonality.” The revenue increase for the three months ended December 31, 2020 was partially driven by an increase in political advertising.

Generally, cost of revenue in each of the quarters presented increased or decreased in line with revenues due to direct costs incurred by our Managed Activation segment, as cost of revenue includes traffic acquisition costs for the Managed Activation segment. Cost of revenue also increased or decreased in line with revenue as a result of variable hosting costs related to our customers’ usage of our platform.

Quarterly Changes in Operating Expenses

Sales and marketing expense generally increased or decreased in line with revenues due to variable compensation expense associated with our commissions and bonus plans.

Technology and development expense has generally increased over time as we focus on optimizing and increasing the capacity of our system infrastructure to support our growing customer base. Personnel expense included in technology and development expense also increased in periods with increased revenues due to variable compensation expense associated with our bonus plans.

General and administrative expense has increased slightly over time. During the year ended December 31, 2020, we saw a decline in rent,office expense and travel and entertainment expense due to the COVID-19 pandemic. Personnel expense included in general and administrative expense also increased in periods with increased revenues due to variable compensation expense associated with our bonus plans.

Table of Contents

All operating expenses increased during the three months ended December 31, 2020 due to increased personnel expense associated with reinstating salaries following temporary salary reduction measures taken due to the COVID-19 pandemic.

Quarterly Non-GAAP Metrics

The following table sets forth a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net income (loss), the most directly comparable GAAP measure, for the periods presented:


	Three Months Ended
	September 30, 2020			December 31, 2020			March 31, 2021			June 30,2021			September 30, 2021
(in thousands)	(unaudited)
Net income (GAAP)	$	4,725		$	13,088		$	5,667		$	10,911		$	10,560
Adjustments:
Interest expense	140			122			117			110			110
Income tax expense (benefit)	134			391			242			307			(8,414)
Depreciation and amortization	1,909			1,510			1,436			1,502			1,442
EBITDA	$	6,908		$	15,111		$	7,462		$	12,830		$	3,698
Share-based compensation expense(1)	705			756			667			1,247			1,004
Adjusted EBITDA	$	7,613		$	15,867		$	8,129		$	14,077		$	4,702
Contribution ex-TAC	$	37,273		$	63,839		$	42,676		$	53,842		$	53,264
Adjusted EBITDA Margin	20		%	25		%	19		%	26		%	9		%

The following sets forth the calculation of gross profit and a reconciliation of Contribution ex-TAC and Contribution ex-TAC Margin to gross profit for the periods presented:


	Three Months Ended
	September 30, 2020			December 31, 2020			March 31, 2021			June 30,2021			September 30, 2021
(in thousands)	(unaudited)
Contribution Ex-TAC Reconciliation:
Total Revenues	$	87,847		$	144,907		$	102,430		$	129,378		$	130,075
Less: Costs of Revenue
Traffic acquisition costs	(50,574)			(81,068)			(59,754)			(75,536)			(76,811)
Other costs of revenue	(9,107)			(10,533)			(9,411)			(10,520)			(12,782)
Gross Profit	$	28,166		$	53,306		$	33,265		$	43,322		$	40,482
Adjustments:
Plus: Other costs of revenue	9,107			10,533			9,411			10,520			12,782
Contribution ex-TAC	$	37,273		$	63,839		$	42,676		$	53,842		$	53,264
Contribution ex-TAC Profit Margin	76		%	84		%	78		%	80		%	76		%

Table of Contents


	Three Months Ended
	September 30, 2020		December 31, 2020		March 31, 2021		June 30,2021		September 30, 2021
(in thousands)	(unaudited)
Managed Activation:
Total Revenues	$	76,286	$	125,817	$	88,317	$	111,780	$	113,455
Less: Costs of Revenue
Traffic acquisition costs	(50,574)		(81,068)		(59,754)		(75,536)		(76,811)
Other costs of revenue	(6,561)		(7,669)		(7,197)		(7,960)		(9,949)
Gross Profit	$	19,151	$	37,080	$	21,366	$	28,284	$	26,695
Adjustments:
Plus: Other costs of revenue	6,561		7,669		7,197		7,960		9,949
Contribution ex-TAC	$	25,712	$	44,749	$	28,563	$	36,244	$	36,644


	Three Months Ended
	September 30, 2020		December 31, 2020		March 31, 2021		June 30, 2021		September 30, 2021
(in thousands)	(unaudited)
Self-Service:
Total Revenues	$	11,561	$	19,090	$	14,113	$	17,598	$	16,620
Less: Costs of Revenue
Traffic acquisition costs	—		—		—		—		—
Other costs of revenue	(2,546)		(2,864)		(2,214)		(2,560)		(2,833)
Gross Profit	$	9,015	$	16,226	$	11,899	$	15,038	$	13,787
Adjustments:
Plus: Other costs of revenue	2,546		2,864		2,214		2,560		2,833
Contribution ex-TAC	$	11,561	$	19,090	$	14,113	$	17,598	$	16,620

Quarterly Key Business Metrics


	Twelve Months Ended
	September 30, 2020		December 31, 2020		March 31, 2021		June 30, 2021		September 30, 2021
	(unaudited)
Number of Customers - Managed Activation	652		594		593		603		594
Number of Customers - Self-Service	507		487		522		557		593
Net Dollar Retention - Managed Activation	74	%	85	%	85	%	114	%	129	%
Net Dollar Retention - Self-Service	100	%	118	%	146	%	173	%	169	%

Liquidity and Capital Resources

We have historically financed our operations and capital expenditures primarily through cash generated from our operating activities, as well as borrowings under our credit facility. As of September 30, 2021, we had cash and cash equivalents of $33.2 million and net working capital, consisting of current assets less current liabilities, of $23.3 million.

We believe our existing cash and cash equivalents, cash generated from operations, and undrawn availability under our revolving line of credit will be sufficient to meet our working capital requirements for at least the next 12 months. Our primary capital commitments consist of payments on our leases and continued investment in our workflow automation software. However, if our operating performance during the next 12 months is below our

Table of Contents

expectations, our liquidity and ability to operate our business could be adversely affected. To date, our liquidity has not been materially impacted by the COVID-19 pandemic. We generally collect accounts receivable from our customers in advance of paying traffic acquisition costs and we have not experienced significant amounts of unpaid customer receivables as a result of the pandemic. Our total future capital requirements and the adequacy of available funds will depend on many factors, including those discussed above as well as the risks and uncertainties set forth under “Risk Factors” section of this prospectus.

Revolving Line of Credit

In October 2013, we entered into a revolving line of credit agreement, which was subsequently amended at various times to adjust the borrowing capacity and provide us with additional flexibility. The revolving line of credit is secured by substantially all of our assets.

As of September 30, 2021, the amount we can borrow under the revolving line of credit was $32.0 million. As of September 30, 2021, we had total borrowings under the revolving line of credit of $15.0 million. In June 2020, we amended our credit agreement to (i) extend the maturity date of the revolving line of credit to June 30, 2021; (ii) decrease the borrowing capacity from $35.0 million to $32.0 million; (iii) to adjust the interest rate to the greater of (a) the Prime Rate plus 0.75% or (b) 3.75%; or if certain cash flow conditions are met, the interest rate would be the greater of (a) the Prime Rate minus 0.55% or (b) 2.45%; and (iv) modify certain financial covenants. In April 2021, we amended our credit agreement to extend the maturity date to June 2023 and adjust the interest rate such that interest accrues on advances under the revolving line of credit at the greater of (i) the prime rate plus 0.25% or (ii) 3.25%. If certain cash flow conditions are met, the interest rate is the greater of (i) the prime rate less 0.55% or (ii) 2.45%. The effective interest rate on borrowings under the revolving line of credit was 2.734% as of September 30, 2021 and December 31, 2020. In addition to interest on the revolving line of credit, we also incurred an unused line fee of 0.3% for the years ended December 31, 2020 and 2019 and for the nine months ended September 30, 2021 and 2020.

The revolving line of credit contains customary affirmative and restrictive covenants, including covenants that restrict our ability to sell assets, incur additional indebtedness, grant liens, and pay dividends or make other distributions. The revolving line of credit also requires us to remain in compliance with certain financial ratios, such as liquidity and free cash flow. We maintained compliance with all stated covenants as of September 30, 2021. In the event that we breach one or more covenants, our lenders may choose to declare an event of default and require that we immediately repay all amounts outstanding, terminate the commitment to extend further credit, and foreclose on the collateral granted to them to collateralize such indebtedness, which includes our intellectual property. In addition, if we fail to meet the required covenants, we will not have access to further draw-downs under the credit facility.

Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Years Ended December 31,				Nine Months Ended September 30,
	2020		2019		2021		2020
(in thousands)
Net cash provided by (used in) operating activities	$	20,575	$	11,275	$	8,787	$	(4,348)
Net cash used in investing activities	(2,669)		(7,512)		(6,554)		(1,821)
Net cash provided by (used in) financing activities	1,176		(3,137)		(483)		2,133
Net increase (decrease) in cash and cash equivalents	$	19,082	$	626	$	1,750	$	(4,036)

Cash Provided by Operating Activities

For the nine months ended September 30, 2021, operating activities generated $8.8 million in cash and cash equivalents, primarily resulting from net income of $27.1 million, after consideration of non-cash charges of $0.7

Table of Contents

million and a net decrease of $19.1 million in net operating assets. Net cash generated by changes in operating assets and liabilities for the nine months ended September 30, 2021 consisted primarily of a $21.1 million decrease in accounts payable, a $3.3 million decrease in accrued expenses and customer deposits and was partially offset by a $7.1 million increase in accounts receivable. The increase in accounts receivable resulted from increased customer media spend during the nine months ended September 30, 2021. The increase in accrued expenses resulted primarily from an increase in accrued sales commissions and compensation related expenses, while the decrease in accounts payable resulted from additional amounts paid to vendors associated with customer media spend during the period. Non-cash charges related primarily to depreciation and amortization, the provision for doubtful accounts, and share-based compensation as well as the release of the Company's valuation allowance on deferred tax assets during the nine months ended September 30, 2021.

For the nine months ended September 30, 2020, operating activities used $4.3 million in cash and cash equivalents, primarily resulting from a net loss of $9.9 million, after consideration of non-cash charges of $12.1 million and a net decrease of $6.5 million in net operating assets. Net cash generated by changes in operating assets and liabilities for the nine months ended September 30, 2020 consisted primarily of a $21.9 million decrease in accounts payable and was partially offset by a $14.7 million increase in accounts receivable. Non-cash charges related primarily to depreciation and amortization, share-based compensation, and the provision for doubtful accounts.

During 2020, operating activities generated $20.6 million in cash and cash equivalents, primarily resulting from net income of $3.2 million, after consideration of non-cash charges of $16.1 million and a net decrease of $1.3 million in net operating assets. Net cash generated by changes in operating assets and liabilities for 2020 consisted primarily of a $23.0 million increase in accounts receivable, partially offset by a $13.2 million increase in accrued expenses and customer deposits and a $9.6 million increase in accounts payable. The increase in accounts receivable resulted from increased customer media spend in 2020. The increase in accrued expenses resulted primarily from an increase in accrued sales commissions and compensation related expenses, while the increase in accounts payable resulted from additional amounts due to vendors associated with customer media spend. Non-cash charges related primarily to depreciation and amortization, the provision for doubtful accounts, and share-based compensation during 2020.

During 2019, operating activities generated $11.3 million in cash and cash equivalents, primarily resulting from a net loss of $6.9 million, after consideration of non-cash charges of $18.5 million and a net increase of $0.3 million in net operating assets. Net cash generated by changes in operating assets and liabilities for 2019 consisted primarily of a $14.6 million increase in accounts receivable, partially offset by a $16.2 million increase in accounts payable and a $2.3 million decrease in accrued expenses and customer deposits. The increase in accounts receivable and accounts payable resulted from increased customer media spend in 2019 compared to 2018. The decrease in accrued expenses resulted from lower commissions and bonus accruals compared to 2018. Non-cash charges related primarily to depreciation and amortization, share-based compensation, the provision for doubtful accounts and the impairment of an intangible assets during 2019.

Cash Used in Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2021 and 2020 was $6.6 million and $1.8 million, respectively, which included normal course business purchases of property, equipment, and software. In addition, during the nine months ended September 30, 2021, we acquired QuanticMind for an additional $3.9 million in cash.

Net cash used in investing activities in 2020 and 2019 was $2.7 million and $7.5 million, respectively, which related to normal course of business purchases of property, equipment, and software. Compared to 2019, in 2020 our technology team had a greater focus on optimizing and increasing capacity of our system infrastructure as our customer base grows and moves up market. These activities, which generally do not qualify for capitalization, resulted in decreased software capitalization during 2020.

Table of Contents

Cash Provided by (Used in) Financing Activities

Net cash used in financing activities during the nine months ended September 30, 2021 was $0.5 million, which related primarily to the payment of deferred offering costs related to our initial public offering, as well as principal payments on our capital lease obligations.

Net cash provided by financing activities during the nine months ended September 30, 2020 was $2.1 million, which related primarily to net borrowings of $2.0 million on our revolving line of credit.

Net cash provided by financing activities in 2020 was $1.2 million, which related primarily to net borrowings of $1.0 million on our revolving line of credit.

Net cash used in financing activities in 2019 was $3.1 million, which related primarily to net repayments of $3.0 million on our revolving line of credit.

Off-Balance Sheet Arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules or any holdings in variable interest entities.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. Preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses, and related disclosures. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about our financial condition and results of operations that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the assumptions and estimates associated with revenue recognition, share-based compensation, redeemable convertible preferred stock, and internal-use software have the greatest potential impact on our consolidated financial statements. Accordingly, we believe that the following accounting policies are the most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, which we adopted on January 1, 2019 using the modified retrospective method. The adoption of ASC 606 did not result in a material change in the timing or amount of revenue recognized.

We recognize revenue under the core principle to depict the transfer of control to our customers in an amount reflecting the consideration to which we expect to be entitled. Therefore, we apply the following five-step approach: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when a performance obligation is satisfied. The Company only applies the five-step model to contracts where it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer.

We generate revenue in our Managed Activation segment from contracts with customers to plan, buy, and execute digital advertising campaigns. We have determined that the planning, buying, and execution of digital advertising campaigns represents a single performance obligation because these services are not distinct in the context of the contract, and customers cannot benefit from these services separately. The contracts state the number of times their advertisement will be displayed (impressions) and the cost per one thousand impressions. The product of those two contract components is the total amount to be recognized based on third-party ad-server data. On a monthly basis, the Company determines the number of impressions that were delivered and determines the amount of revenue that is recognized for that period.

100

Table of Contents

The transaction price for this performance obligation is equal to the amount of impressions delivered, multiplied by the price per one thousand impressions. As such, there is no need to allocate the transaction price in the contract and the Company recognizes revenue on a monthly basis based on impressions delivered. Subsequent to impressions being delivered, the associated fees are generally not subject to refund or adjustment. Historically, any refunds or adjustments have not been material.

We generate revenue in our Self-Service segment by providing customers use of our workflow automation software to purchase digital advertising inventory. Self-Service customers use our workflow automation software for media planning, buying and execution of digital advertising campaigns. Self-Service customers can use the platform to plan their media campaigns, communicate and contract with vendors, monitor campaign performance and analytics, and complete campaign reconciliations. Our agreements with Self-Service customers include termination rights after the first 90 days of the agreement and generally do not include long-term obligations requiring customers to use our platform.

The Company invoices customers for the costs of advertising inventory purchased through the platform, as well as a platform fee, based on a percentage of a customer’s purchases through the platform, and in certain immaterial instances a separate license fee. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for the completion of the transaction when a bid is won. The Company recognizes revenue for its platform fee when a purchase by the customer occurs through its platform, which is when a bid is won. Subsequent to a bid being won through the Company’s platform, the associated fees are generally not subject to refund or adjustment. Historically, any refunds or adjustments have not been material.

The determination as to whether revenue should be reported gross of amounts billed to customers (gross basis) or net of traffic acquisition costs to suppliers (net basis) requires significant judgment and is based on our assessment of whether we are acting as the principal or an agent in the transaction. We consider a number of factors to evaluate whether we are acting as principal or agent by considering, among other factors, whether we are the primary obligor under the arrangement and have latitude in establishing prices.

We determined that we are acting as principal for our Managed Activation segment revenue and record the gross amount of revenue invoiced to customers because we are responsible for providing the service to customers, are involved in establishing pricing, establish specifications of the service, and have credit risk relating to the service transactions. We determined that we are acting as agent for our Self-Service segment revenue and record revenue net of traffic acquisition costs payable to suppliers because we are not the primary obligor for the purchase of advertising inventory, we do not have pricing latitude with respect to the cost of advertising inventory purchased by customers through our workflow automation software, and the customer has supplier selection for advertising inventory.

Share-Based Compensation

Share-based compensation includes stock options, restricted stock awards and restricted stock units. We calculate the fair value of stock options on the date of grant using the Black-Scholes option-pricing model for stock options, which is impacted by changes in certain subjective inputs and assumptions, including the fair value of the underlying common stock, the expected price volatility over the term of the option awards, the expected term of the option awards, risk-free interest rates, and the expected dividend yield. We determine the fair value of restricted stock awards and restricted stock units by the estimated fair value of our common stock at the time of grant.

We recognize share-based compensation for option awards on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards using the graded vesting attribution method. We recognize share-based compensation for restricted stock awards and restricted stock units if it is probable that the performance conditions will be met. We account for forfeitures as they occur.

Given the absence of a public trading market for our common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation, our board of directors, with input from management, exercised its reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of fair value of our common stock, including (i) independent third-party valuations; (ii) forecasted income and expenses;

101

Table of Contents

(iii) the rights, preferences, and privileges of our preferred stock relative to our common stock; (iv) the likelihood and timing of achieving a liquidity event; (v) the lack of marketability of our common stock; and (vi) valuations of comparable companies. The fair value of our common stock is used to estimate the grant date fair value of stock options on the date of grant using a Black-Scholes option-pricing model.

Changes in assumptions made on (i) expected term; (ii) the risk-free interest rate, and (iii) expected price volatility can materially impact the estimate of fair value and ultimately how much share-based compensation expense is recognized. The expected term is estimated based on the period for which management believes the options will remain outstanding. The risk-free interest rate is based on the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of grant. The expected price volatility is estimated based on the average historical price volatility of comparable publicly-traded companies.

We continue to use judgment in evaluating the expected volatility and expected term utilized in our share-based compensation expense calculation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates of expected volatility and expected term, which could materially impact our future share-based compensation expense.

For financial reporting purposes, we considered the amount of time between the valuation date and the grant date of our stock options to determine whether to use the latest quarterly common stock valuation or a straight-line interpolation between the two valuation dates. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.

Once a public trading market for our common stock has been established in connection with the completion of this offering, it will no longer be necessary for our board of directors to estimate the fair value of our common stock in connection with our accounting for granted stock options and other such awards we may grant, as the fair value of our common stock will be determined based on the quoted market price of our common stock.

Redeemable Convertible Preferred Stock

Our Series A redeemable convertible preferred stock (“Series A preferred stock”) and Series B redeemable convertible preferred stock (“Series B preferred stock”) are measured at fair value as of each balance sheet date, with changes to the fair value of Series A and Series B preferred stock recognized in each period as an increase or decrease to retained earnings, or in the absence of retained earnings, to additional paid in capital, or in the absence of additional paid in capital, to accumulated deficit. The Series A and Series B preferred stock is classified as Level 3 in the fair value hierarchy because of the unobservable inputs used in the valuation methodology. The fair value of Series A and Series B preferred stock was calculated through application of the income and market approaches. Under the income approach, a discounted cash flow model was employed. Under the market approach, indications of value were derived using both a guideline public company method and a merger and acquisitions method. Management’s assumptions used in the valuation process require judgment. Such assumptions requiring judgment under the income approach include estimates of forecasted cash flows (e.g. revenues, expenses, capital expenditures, working capital) and discount rates applied to forecasted cash flows. Significant assumptions requiring judgment under the market approach include the determination of an appropriate set of guideline public companies, an appropriate set of comparable transactions and the determination of a reasonable multiple to apply to our financial metrics. Finally, such assumptions include the appropriate weighting of the income and market approach valuation methods. Significant judgment is employed in determining the appropriateness of certain of these inputs. Changes to the inputs described above could have a material impact on our financial position and earnings attributable to common stockholders in any given period.

Internal-Use Software

We capitalize certain costs associated with creating and enhancing our internally developed workflow automation software as well as other internally developed software solutions. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to building enhancements and upgrades within our workflow automation software and other internally developed software

102

Table of Contents

solutions. We expense software development costs that do not meet the criteria for capitalization as incurred and record them in technology and development expenses in the consolidated statements of operations.

Software development activities generally consist of three stages: (i) the planning stage; (ii) the application and infrastructure development stage; and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with training and repairs and maintenance of the developed technologies, are expensed as incurred. We capitalize costs associated with software developed for internal use when both the preliminary project stage is completed, management has authorized further funding for the completion of the project, and it is probable that the project will be completed and perform as intended. We capitalize costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades. Capitalization ends once a project is substantially complete and the software is ready for its intended purpose. We amortize internal use software development costs using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use.

JOBS Act Accounting Election

Section 107 of the JOBS Act allows emerging growth companies to take advantage of the extended transition period for complying with new or revised accounting standards. Under Section 107, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Any decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. We have elected to use the extended transition period under the JOBS Act.

We will remain an emerging growth company under the JOBS Act until the earliest of (i) the last day of our first fiscal year in which we have total annual gross revenue of $1.07 billion or more, (ii) the date on which we have issued more than $1.0 billion of non-convertible debt instruments during the previous three fiscal years, (iii) the date on which we are deemed a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding equity securities held by non-affiliates, or (iv) the last day of the fiscal year following the fifth anniversary of completion of this offering.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risks

We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. We are primarily exposed to changes in short-term interest rates with respect to our cost of borrowing under our Amended and Restated Credit Agreement. In addition, we are exposed to some risk related to our investment activities. The primary objective of our investment activities is to preserve capital to fund our operations. We also seek to maximize income from our investments without assuming significant risk.

We had cash and cash equivalents of $33.2 million, $31.5 million and $12.4 million as of September 30, 2021, December 31, 2020 and December 31, 2019, respectively, which consisted of bank deposits and money market funds. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations in interest income have not been significant for us. Due to the short-term maturities of our cash equivalents, we believe a hypothetical 100 basis point change in interest rates during any of the periods presented would not have had a material effect on our consolidated financial statements included elsewhere in this prospectus.

Recent Accounting Pronouncements

See Note 1 to our audited consolidated financial statements included elsewhere in this prospectus for a description of recently adopted accounting pronouncements and issued accounting pronouncements not yet adopted.

103

Table of Contents

Founder’s Letter

Dear Prospective Investor,

Time.

“Lost wealth can be replaced by industry, lost knowledge by study, and lost health by temperance. But when we lose time, it is gone forever.”

- Samuel Smiles, 1859

Time is our most valuable and treasured asset. It is also a perishing asset that, once lost, can never be replaced.

Time is an equally bestowed asset. It doesn’t proffer more to the rich and less to the poor but fills our account each day with 86,400 particles of time. How, where, and on whom we choose to spend our most time currency directly impacts our quality of life.

It is why we exist: to reduce, and one day eliminate, the amount of time invested in work that isn’t fulfilling or productive.

Work is not our life. Work is what we do to support our lives. Imagine if you had an extra hour or two each day to invest in the things you love. What would you choose to invest it in? Quality time with your kids or spouse? Reading that book you never find time to start or finish? Golfing, fishing, sailing, or improving your pickleball game? Or would you choose to just invest it resting, relaxing, and recharging from the normal stresses of your life?

I was born over 40 years ago, and I’m pretty confident at some point I will die; and what happens between these two points is up to me. The clock of life never stops which means we are always on the clock. When I zoom out and assess my life purpose and goals and identify the positive impact I can have on the world around me, the distance feels short. Do I have enough time?

I view daily life as nothing more than sets of problems in need of better solutions with a high antenna for any activity that wastes time. There is no shortage of industry or societal problems to solve; just a lack of innovators willing to put in the effort and summon the patience and perseverance to solve them. Too much of our lives are spent on tasks and activities, especially at work, that waste our time and provide no intrinsic or extrinsic value.

It’s probably good a magic ball doesn’t exist that shows us how much of our time, especially at work, is wasted on inefficient tasks and activities that provide no meaningful value.

This is why Basis Technologies was founded.

The Automation Age

In 1988, author and HBS professor Shoshana Zuboff wrote what’s become known as the first of Zuboff’s Three Laws: “Everything that can be automated, will be automated.” In 2011, in a Wall Street Journal column, Marc Andreesen wrote, “Software is eating the world.” And in 2017, at the Upfront Summit in Los Angeles, Mark Cuban amended Andreesen’s quote when he said, “Marc Andreesen used to say software is eating the world. Now, automation is going to eat the world.”

They were right. And whether industry pundits recognize it yet, we’ve already transitioned into the infant stages of the Automation Age, in which everything that can be automated will be automated; and, to paraphrase Cuban’s quote: everything that can be automated will eventually become autonomous.

This is where Basis Technologies is leading our sector and it is our singular focus to improve the quality and fulfillment of work through AI-enabled intelligence and automation solutions for B2B industries with a focus on the marketing, media, and advertising sector.

Our Story

By the end of 2001, I had worked for six years in roles spanning the digitization of newspapers, streaming media, ad serving, and the buying and selling of digital advertising. The operational inefficiency at each company,

104

Table of Contents

and in the broader industry, was astounding and frustrating. It was obvious the digital advertising industry was becoming exponentially more complex and operationally challenging each year with no end in sight. In retrospect, even though we knew complexity was increasing,everyone still underestimated how operationally complex we would eventually become.

After surveying the landscape and not identifying any company focused on building an end-to-end, comprehensive digital advertising automation platform, I decided to start Basis Technologies to solve the operational inefficiency in the market.

In studying histories of many successful companies and entrepreneurs, one truth is abundantly clear: starting, building, and scaling a software company isn’t easy, which is why most fail to reach exit velocity and financial stability. Every successful company has faced one, if not multiple, existential crises where one wrong decision, misstep, or executive blunder could have torpedoed them into oblivion and obscurity. We were not spared from such crises and challenges, and one is specifically important to understanding who we are today and why we’re confident about the future.

After bootstrapping the first four years, we raised a seed round in 2006 and started scaling our development team. The mission was always to create the most comprehensive and automated digital buying and operations platform and, once complete, commercialize it to the broader industry.

By 2013, we had built what we thought was the most comprehensive and powerful workflow automation and intelligence platform for the digital advertising industry and were ready to launch it publicly. Unfortunately, while we were completing v1.0 of our software, the landscape shifted in two material ways: real-time bidding (“RTB”) had been invented powered by demand side platforms (“DSP”s) and social advertising spend was starting to scale quickly. At the time, our platform didn’t have RTB or social advertising built into it.

We faced an existential crisis and a high-risk decision: do we launch and attempt to commercialize the platform without RTB and social media capabilities; or do we take our knowledge and IP from developing our current automation system and rebuild it (from scratch) with a DSP at its core as well as the ability to manage social advertising?

Although we believed we had built the best automation platform, we felt the winning platform needed to incorporate RTB and social advertising. To start over meant extending our timeline and expending a significant amount of capital to rebuild with no guarantee of future success. In Raising the Bar: The Story of Clif Bar,Clif Bar’s founder Gary Erickson illustrates this crucible moment perfectly by borrowing the rock-climbing phrase “throwing the dyno” in which there comes a moment on the climb in which the only way to continue to ascend is to completely let go and leap to a new outcrop knowing that, if you miss the landing, you will plummet with no safety net.

We chose to “throw the dyno” and start by over rearchitecting, redesigning, and rebuilding our platform. The rebuild, inclusive of our DSP acquisition, took us close to five years and, in Q4 2017, we announced the release of the new Basis platform.

Although it’s been a long road filled with many highs, lows, and challenges, I couldn’t be happier and prouder of who we are today, the quality and differentiation of the product we’re delivering, and the beneficial impact it’s having for our customers and their team members.

Our goal was, and still is, to remove as much operational inefficiency as possible and provide increased levels of performance and intelligence for our customers. Given the pace of industry adoption, the business impact for our customers, the feedback from users, the positive industry coverage, our year-over-year growth rates, and our high rates of net dollar retention rates, I commend our team, our company, and the culture that allowed us to persevere through the most challenging times and never lose hope that we could build it and, if we built it, they would come.

As we look to begin this new phase of our journey as a public company, I’m confident in our team, our platform, our strategic position, and plan, as well as the size and scale of the innovative opportunities ahead of us. We’ve built an incredible enterprise platform for the industry, yet there is significantly more innovation and invention ahead than there is behind.

105

Table of Contents

On paper, we’re a 20-year-old company. In reality, we’re still in the early stages of achieving our vision and potential with nothing but white space, blue oceans, and opportunity. And a clock that doesn’t stop ticking.


Sincerely,



Shawn Riegsecker
Chairman, CEO, and Founder

106

Table of Contents

BUSINESS

Overview

Basis Global Technologies is recognized by its users and industry market research companies as a leading provider of cloud-based workflow automation and business intelligence software for marketing and advertising functions within enterprises. Our internally-developed SaaS platform is composed of a suite of integrated applications that automate manual operations, standardize business processes, and improve marketing and advertising performance. We provide customers a comprehensive selection of unique buying methods across all channels and devices, utilizing all major creative types and formats. Our software creates a single system of record, seamless team collaboration, and actionable data-driven insights yielding material gains in productivity and increased profitability for our users.

Our platform is composed of the following key elements:

•Powerful artificial intelligence (“AI”) engine that optimizes marketing performance in real-time by ingesting more than 30 unique and non-personally identifiable parameters.

107

Table of Contents

The momentum in our business has been led by the strength of our differentiated and scalable software platform. We offer our software platform under a SaaS business model that incorporates usage-based pricing and, to a lesser extent, seat-based licensing fees. For the fiscal years ended December 31, 2020 and December 31, 2019, our total revenues were $387.6 million and $384.0 million respectively. For the nine months ended September 30, 2021 and September 30, 2020, our total revenues were $361.9 million and $242.7 million, respectively. For the fiscal years ended December 31, 2020 and December 31, 2019, we had net income of $3.2 million and net loss of $6.9 million, respectively. For the nine months ended September 30, 2021 and September 30, 2020, we had net income of $27.1 million and net loss of $9.9 million, respectively. For the fiscal years ended December 31, 2020 and December 31, 2019, we had gross profit of $118.9 million and $97.1 million, respectively. For the nine months ended September 30, 2021 and September 30, 2020, we had gross profit of $117.1 million and $65.6 million, respectively.

Our management and board use Contribution ex-TAC, a non-GAAP metric, as a key profitability measure. Gross profit is the most comparable U.S. GAAP measurement, which is calculated as revenue less cost of revenue. We calculate Contribution ex-TAC by adding back all costs of revenue other than TAC to gross profit. These other costs of revenue primarily consist of hosting and personnel expense. We define Contribution ex-TAC Profit Margin as our gross profit as a percentage of Contribution ex-TAC. For the fiscal year ended December 31, 2020, our Contribution ex-TAC was $159.3 million, representing an increase of 15.6% over our Contribution ex-TAC of $137.8 million for the fiscal year ended December 31, 2019 and our Contribution ex-TAC Profit Margins for the fiscal years ended December 31, 2020 and December 31, 2019 were 75% and 70%, respectively. For the nine months ended September 30, 2021, our Contribution ex-TAC was $149.8 million, representing an increase of 57% over our Contribution ex-TAC of $95.4 million for the nine months ended September 30, 2020, and our Contribution ex-TAC Profit Margins for the nine months ended September 30, 2021 and September 30, 2020 were 78% and 69%, respectively. We also believe that there is greater operating leverage to be realized as we continue to pursue our strategic initiatives.

Our Industry

We believe the following factors play a significant role in shaping our ecosystem:

Increasing Complexity in the Digital Advertising Ecosystem

108

Table of Contents

accelerated adoption of online activities that were previously conducted offline. These activities include telehealth appointments, participation in fitness classes, food delivery, and e-commerce. As consumers continue to spend more time online for everyday activities, we believe that brands and advertisers will increasingly allocate ad budgets to where the audiences are most engaged. The mass of digital consumption is taking place across multiple devices, including mobile, desktop, tablet and CTV. These trends will further increase both the supply and demand of available ad impressions that can be monetized programmatically.

•Growth of Point Solutions: Today, marketers must have a well-rounded and sophisticated approach to their digital marketing endeavors which is guided by a wide range of influencing factors including advertising & promotion, content & audience experience, creative displays across diverse social & mobile platforms, commerce & sales, data capture & management, and operations. Marketers need to cobble together a significant number of disparate, point solutions to effectively buy and optimize across the broad spectrum of media outlets each having their own unique specifications and pricing methodologies which need to be tracked and accounted for. Marketers are typically dealing with over 8,000 distinct point-solutions that feed into the broader advertising ecosystem today, significantly up from under 2,000 point-solutions in 2015. According to a 2016 Digiday report commissioned by us, approximately half of media professionals are switching between software platforms more than eleven times per day and approximately a quarter are switching between platforms more than 21 times per day.These various stages and people involved create natural inefficiencies causing advertisers to seek solutions that improve daily output.

Opportunity for Intelligent Process Automation

Our Market Opportunity

We believe that we will continue to benefit from a confluence of growth trends impacting our ecosystem.

109

Table of Contents

rate. We estimate our directly addressable market, including spend in media and marketing software, was $33 billion as of 2020 and believe it will continue to grow. As agencies, brands, and publishers extend their audience reach through additional media and formats, digital advertising channels are expected to outpace growth of total global traditional media ad spend. The digital advertising market has also proven that it can remain resilient and grow during periods of economic weakness. For example, despite the effects of the COVID-19 pandemic, digital advertising spend grew 12% year-over-year in 2020, according to eMarketer. We believe the principal growth trends within the digital media advertising market are as follows:

•Heightened Demand for Intelligent Process Automation: According to a Statista report, the global Intelligent Process Automation market is forecasted to be a $20 billion market in 2021 and projected to grow to $34 billion in 2023, implying an annual growth rate of 30%. This includes spend related to robotic process automation, intelligent process automation, and artificial intelligence automation. These processes involve self-learning systems that improve through data mining, pattern recognition, and data analysis to make better decisions. As the digital advertising industry continues to evolve with next-generation mediums, formats, and channels, we believe there will be an increasing need to consolidate, streamline, and automate media purchasing processes.

Our Platform

Basis Global Technologies, Inc. S-1