Subsequent Events	3 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	9. SUBSEQUENT EVENTS Adsmurai On April 3, 2023, the Company entered into an agreement (the “Adsmurai Acquisition Agreement”), among the Company and the selling stockholders of Adsmurai (the “Adsmurai Sellers”), pursuant to which the Company acquired a 51% equity interest in Adsmurai (the “Adsmurai Acquisition”) on the same date. The Company acquired 51% of the issued and outstanding shares of stock of Adsmurai by means of conversion of the Adsmurai Loan for total purchase consideration of €13.0 million (approximately $14.2 million as of April 3, 2023) , including interest. The Adsmurai Acquisition Agreement also contains representations, warranties, covenants and indemnities of the parties thereto. In connection with the Adsmurai Acquisition, the Company made a loan to entities affiliated with owners of the remaining 49% interest in Adsmurai in the principal amount of €7,355,500 (approximately $8.1 million as of April 3, 2023) plus an additional amount to be determined based on Adsmurai’s EBITDA for calendar year 2022 (the “New Adsmurai Loan”). The New Adsmurai Loan has a two-year term, bears interest at a rate of 5% annually and can be repaid upon the exercise of the option rights set forth in the Adsmurai Options Agreement (defined below). Additionally, in connection with the Adsmurai Acquisition, the Company and the Adsmurai Sellers entered into an Options Agreement (the “Adsmurai Options Agreement”). Subject to the terms of the Adsmurai Options Agreement, for a purchase price based on a predetermined multiple of Adsmurai’s EBITDA in the trailing four fiscal quarters, plus amounts outstanding under the Adsmurai Loan: • the Adsmurai Sellers have the right to cause the Company to purchase: o 10% of the issued and outstanding shares of Adsmurai stock between January and March 2024; o 10% of the issued and outstanding shares of Adsmurai stock between January and March 2025; o all of the remaining issued and outstanding shares of Adsmurai stock between January and June 2027; and • the Company has the right to purchase all of the remaining issued and outstanding shares of Adsmurai stock between January and June 2027.

Subsequent Events

3 Months Ended

Mar. 31, 2023

9. SUBSEQUENT EVENTS

Adsmurai

On April 3, 2023, the Company entered into an agreement (the “Adsmurai Acquisition Agreement”), among the Company and the selling stockholders of Adsmurai (the “Adsmurai Sellers”), pursuant to which the Company acquired a 51% equity interest in Adsmurai (the “Adsmurai Acquisition”) on the same date.

The Company acquired 51% of the issued and outstanding shares of stock of Adsmurai by means of conversion of the Adsmurai Loan for total purchase consideration of €13.0 million (approximately $14.2 million as of April 3, 2023) , including interest. The Adsmurai Acquisition Agreement also contains representations, warranties, covenants and indemnities of the parties thereto.

In connection with the Adsmurai Acquisition, the Company made a loan to entities affiliated with owners of the remaining 49% interest in Adsmurai in the principal amount of €7,355,500 (approximately $8.1 million as of April 3, 2023) plus an additional amount to be determined based on Adsmurai’s EBITDA for calendar year 2022 (the “New Adsmurai Loan”). The New Adsmurai Loan has a two-year term, bears interest at a rate of 5% annually and can be repaid upon the exercise of the option rights set forth in the Adsmurai Options Agreement (defined below).

Additionally, in connection with the Adsmurai Acquisition, the Company and the Adsmurai Sellers entered into an Options Agreement (the “Adsmurai Options Agreement”). Subject to the terms of the Adsmurai Options Agreement, for a purchase price based on a predetermined multiple of Adsmurai’s EBITDA in the trailing four fiscal quarters, plus amounts outstanding under the Adsmurai Loan:

•

the Adsmurai Sellers have the right to cause the Company to purchase:

10% of the issued and outstanding shares of Adsmurai stock between January and March 2024;

10% of the issued and outstanding shares of Adsmurai stock between January and March 2025;

all of the remaining issued and outstanding shares of Adsmurai stock between January and June 2027; and

•

the Company has the right to purchase all of the remaining issued and outstanding shares of Adsmurai stock between January and June 2027.